20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________

FORM 20-F

__________________________

[_]	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2018
[_]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from    to
[_]	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable

Commission file number 001-33922

__________________________

DRYSHIPS INC.

(Exact name of Registrant as specified in its charter)

__________________________

(Translation of Registrant's name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

c/o Dryships Management Services Inc.

109 Kifissias Avenue and Sina Street

151 24, Marousi

Athens, Greece

(Address of principal executive offices)

Mr. Dimitris Dreliozis

Tel: + 30 210-80 90-570, Fax: + 30 210 80 90 585

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class	Name of exchange on which registered
Common Stock, $0.01 par value	The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2018, there were 87,232,028 shares of the registrant's common stock, $0.01 par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes  ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ☐ Yes  ☒ No

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer  ☒
Non-accelerated filer   ☐	Emerging growth company   ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other  ☐

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.  ☐ Item 17  ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes  ☒ No

FORWARD-LOOKING STATEMENTS

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995, or the PSLRA, provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the PSLRA and are including this cautionary statement in connection therewith. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. This document includes assumptions, expectations, projections, intentions and beliefs about future events. We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. When used in this document, the words "anticipate", "estimate", "project", "forecast", "plan", "potential", "may", "should", "will" and "expect" and similar expressions identify forward-looking statements.

All statements in this document that are not statements of historical fact are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:

• our future operating or financial results;

• statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;

• our ability to procure or have access to financing, our liquidity and the adequacy of cash flow for our operations;

• our continued borrowing availability under our credit facilities and financing arrangements and compliance with the covenants contained therein;

• our leverage, including our ability to generate sufficient cash flow to service our existing debt and the incurrence of substantial indebtedness in the future;

• our ability to successfully employ our existing drybulk, tanker and offshore support vessels, as applicable;

• our offshore support contract revenues, offshore support contract awards and platform and offshore support vessels mobilizations and performance provisions,

• our future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);

• statements about drybulk, tanker, and offshore support market trends, charter rates and factors affecting supply and demand;

• our expectations regarding the availability of vessel acquisitions; and

• anticipated developments with respect to pending litigation and governmental proceedings.

The forward-looking statements in this document are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that it will achieve or accomplish these expectations, beliefs or projections described in the forward-looking statements contained in this annual report.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the price and trading volume of our common stock, strength of world economies and currencies; general market conditions, including changes in charter rates and vessel values; the failure of a seller to deliver one or more vessels; the failure of a buyer to accept delivery of one or more vessels; inability to procure acquisition financing; repudiation, nullification, termination, modification or renegotiation of our contracts; default by one or more customers; changes in demand for drybulk commodities, oil or petroleum products; changes in demand that may affect attitudes of time charterers; scheduled and unscheduled drydocking; changes in our voyage and operating expenses, including bunker prices, dry-docking and insurance costs; complications associated with repairing and replacing equipment in remote locations; limitations on insurance coverage, such as war risk coverage, in certain areas; foreign and U.S. monetary policy and foreign currency fluctuations and devaluations; changes in governmental rules and regulations, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues; legal and regulatory matters, including results and effects of legal proceedings; customs and environmental matters; domestic and international political conditions; potential disruption of shipping routes due to accidents; international hostilities and political events or acts by terrorists; and other factors described in "Item 3.D. Risk Factors."

TABLE OF CONTENTS

Page

PART I		1
Item 1	Identity of Directors, Senior Management and Advisers	1
Item 2	Offer Statistics and Expected Timetable	1
Item 3.	Key Information	1
Item 4.	Information on the Company	31
Item 4A.	Unresolved Staff Comments	52
Item 5.	Operating and Financial Review and Prospects	52
Item 6.	Directors and Senior Management	87
Item 7.	Major Shareholders and Related Party Transactions	90
Item 8.	Financial Information	96
Item 9.	The Offer and Listing	98
Item 10.	Additional Information	99
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	107
Item 12.	Description of Securities Other than Equity Securities	108
PART II		109
Item 13.	Defaults, Dividend Arrearages and Delinquencies	109
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	109
Item 15.	Controls and Procedures	109
Item 16A.	Audit Committee Financial Expert	109
Item 16B.	Code of Ethics	110
Item 16C.	Principal Accountant Fees and Services	110
Item 16D.	Exemptions from the Listing Standards for Audit Committees	110
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	111
Item 16F.	Changes in Registrant's Certifying Accountant	111
Item 16G.	Corporate Governance	111
Item 16H.	Mine Safety Disclosure	111
PART III.		112
Item 17.	Financial Statements	112
Item 18.	Financial Statements	112
Item 19.	Exhibits	112

PART I

Item 1.Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.Offer Statistics and Expected Timetable

Not applicable.

Item 3.Key Information

Unless otherwise indicated, references in this annual report to "DryShips," "we," "us," "our" and the "Company" refer to DryShips Inc., a Marshall Islands corporation, and any one or more of our subsidiaries. Unless otherwise indicated, all references to "$" and "dollars" in this annual report are to United States dollars. Unless otherwise indicated, all share and per share amounts have been adjusted to account for all reverse stock splits, including the 1-for-25 reverse stock split on March 11, 2016, the 1-for-4 reverse stock split on August 15, 2016, the 1-for-15 reverse stock split on November 1, 2016, the 1-for-8 reverse stock split on January 23, 2017, the 1-for-4 reverse stock split on April 11, 2017, the 1-for-7 reverse stock split on May 11, 2017, the 1-for-5 reverse stock split on June 22, 2017, and the 1-for-7 reverse stock split on July 21, 2017.

We use "LPG" to refer to liquefied petroleum gas, "LNG" to refer to liquefied natural gas, "VLGC" to refer to very large gas carriers that carry LPG and "cbm" to refer to cubic meters in describing the carrying capacity of VLGCs. "DWT," expressed in metric tons each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. We use "VLCC" to refer to very large crude carriers with carrying capacity of between 200,000 and 320,000 DWT, "Suezmax" to refer to crude tankers with carrying capacity of between 120,000 and 170,000 DWT, "Aframax" to refer to crude tankers with carrying capacity of between 80,000 and 120,000 DWT, "Panamax" to refer to drybulk carriers with carrying capacities of between 65,000 and 80,000 DWT, "Newcastlemax" to refer to drybulk carriers with carrying capacity of between 200,000 DWT and 210,000 DWT, and "Kamsarmax" refer to drybulk carriers with carrying capacity of between 80,000 DWT and 90,000 dwt.

Reference in this annual report to "TMS Managers" refer to TMS Bulkers Ltd. ("TMS Bulkers"), TMS Tankers Ltd. ("TMS Tankers"), TMS Offshore Services Ltd. ("TMS Offshore Services"), TMS Cardiff Gas Ltd. ("TMS Cardiff Gas"), TMS Dry Ltd. ("TMS Dry"), together with Cardiff Tankers Inc. ("Cardiff Tankers") and Cardiff Gas Ltd ("Cardiff Gas") are the "TMS Entities",  all of which are entities that may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou.

A.Selected Financial Data

The following table sets forth our selected historical consolidated financial information and other operating data as of and for the periods indicated. Our selected historical consolidated financial information as of December 31, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018 is derived from our audited consolidated financial statements included in "Item 18. Financial Statements" herein. The selected historical consolidated financial information as of December 31, 2014, 2015 and 2016 and for the years ended December 31, 2014 and 2015 is derived from our audited consolidated financial statements that are not included in this annual report. Our consolidated financial statements are prepared and presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.

The information provided below should be read in conjunction with "Item 4. Information on the Company" and "Item 5. Operating and Financial Review and Prospects" and the consolidated financial statements, related notes and other financial information included herein.

1

	Year Ended December 31,
(In thousands of U.S. dollars except per share and share data)	2014			2015			2016			2017			2018
STATEMENT OF OPERATIONS
Total revenues	$	2,185,524		$	969,825		$	51,934		$	100,716		$	186,135
Voyage expenses		117,165			65,286			9,209			19,704			31,676
Vessels and drilling units operating expenses		844,260			371,074			47,443			60,260			68,391
Depreciation and amortization		449,792			227,652			3,466			14,966			25,881
Loss on contract cancellation		1,307			28,241			—			—			—
Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other		38,148			1,057,116			106,343			(4,125	)		(9,623	)
Impairment on goodwill		—			—			7,002			—			—
General and administrative expenses – cash(1)		182,593			97,106			36,128			29,244			27,623
General and administrative expenses – non-cash		11,093			7,806			3,580			1,728			691
Other, net		(2,013	)		(2,948	)		(2,138	)		(12	)		853
Operating income/(loss)		543,179			(881,508	)		(159,099	)		(21,049	)		40,643
Interest and finance costs		(411,021	)		(172,132	)		(8,857	)		(14,707	)		(21,779	)
Interest income		12,146			527			81			1,365			2,833
Gain on debt restructuring		—			—			10,477			—			—
Loss on Private Placement		—			—			—			(7,600	)		—
Gain/(loss) on interest rate swaps		(15,528	)		(11,601	)		403			—			—
Other, net		7,067			(9,275	)		(199	)		(401	)		89
Income/(loss) before income taxes and losses of affiliated companies		135,843			(1,073,989	)		(157,194	)		(42,392	)		21,786
Loss due to deconsolidation of Ocean Rig		—			(1,347,106	)		—			—			—
Income taxes		(77,823	)		(37,119	)		(38	)		(152	)		(6	)
Losses of affiliated companies		—			(349,872	)		(41,454	)		—			—
Net Income/(loss)		58,020			(2,808,086	)		(198,686	)		(42,544	)		21,780
Less: Net income attributable to non-controlling interests		(105,532	)		(38,975	)		—			—			—
Net Income/(loss) attributable to DryShips Inc.	$	(47,512	)	$	(2,847,061	)	$	(198,686	)	$	(42,544	)	$	21,780
Net Income/(loss) attributable to common stockholders	$	(48,209	)	$	(2,847,631	)	$	(206,381	)	$	(39,739	)	$	21,780
Earnings/(Losses) per common share attributable to DryShips Inc. common stockholders, basic	$	(1,236,128.21	)	$	(49,958,438.60	)	$	(455,587.20	)	$	(1.13	)	$	0.22
Weighted average number of common shares, basic(2)		39			57			453			35,225,784			98,113,545
Earnings/(Losses) per common share attributable to DryShips Inc. common stockholders, diluted	$	(1,236,128.21	)	$	(49,958,438.60	)	$	(455,587.20	)	$	(1.13	)	$	0.22
Weighted average number of common shares, diluted(2)		39			57			453			35,225,784			98,113,545
Dividends declared per share(2)	$	—		$	—		$	—		$	26.85		$	0.05

_______________________

(1) Cash compensation to members of our senior management and our executive and non-executive directors amounted to $5.8 million, $8.4 million, $4.0 million, $0.2 million, and $0.3 million for the years ended December 31, 2014, 2015, 2016, 2017 and 2018, respectively.

(2) All previously reported share and per share amounts have been adjusted to account for all reverse stock splits, including the 1-for-25 reverse stock split on March 11, 2016, the 1-for-4 reverse stock split on August 15, 2016, the 1-for-15 reverse stock split on November 1, 2016, the 1-for-8 reverse stock split on January 23, 2017, the 1-for-4 reverse stock split on April 11, 2017, the 1-for-7 reverse stock split on May 11, 2017, the 1-for-5 reverse stock split on June 22, 2017, and the 1-for-7 reverse stock split on July 21, 2017.

2

	As of and for the Year Ended December 31
(In thousands of U.S. dollars except share data and fleet data)	2014		2015		2016		2017		2018
BALANCE SHEET DATA:
Total current assets	$	1,215,044	$	269,067	$	98,170	$	60,060	$	197,914
Total assets		10,359,370		476,052		193,730		934,925		1,011,305
Current liabilities, including current portion of long-term debt and finance lease liabilities, net of deferred finance cost		1,609,527		354,640		27,339		22,555		55,598
Total long-term debt and finance lease liabilities, including current portion		5,517,613		340,622		133,428		216,969		362,047
DryShips common stock		1		1		46		1,043		1,043
Number of shares issued		58,839		59,014		4,617,142		104,274,708		104,274,708
Total DryShips Inc. stockholders' equity		2,992,821		121,412		49,774		707,036		637,729

OTHER FINANCIAL DATA:
Net cash provided by/(used in) operating activities	$	475,108		$	215,747		$	(25,356	)	$	(38,019	)	$	31,557
Net cash provided by/(used in) investing activities		(806,193	)		(531,564	)		55,052			(689,992	)		177,650
Net cash provided by/(used in) financing activities		250,709			(316,291	)		32,052			681,463			(82,552	)
EBITDA(1)	$	984,510		$	(2,371,710	)	$	(186,406	)	$	(14,084	)	$	66,613

(1) EBITDA, a non-U.S. GAAP measure, represents net income/(loss) before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income/(loss) or cash flow from operations, as determined by U.S. GAAP and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which we measure our operations. The following is a reconciliation of EBITDA to net income/(loss) attributable to the Company, the most directly comparable financial measure calculated in accordance with U.S. GAAP:

3

DRYBULK CARRIER FLEET DATA:
Average number of vessels(2)		38.7			35.8			19.4			18.1			19.2
Total voyage days for drybulk carrier fleet(3)		13,889			12,562			6,404			6,534			6,947
Total calendar days for drybulk carrier fleet(4)		14,122			13,060			7,116			6,604			7,024
Drybulk carrier fleet utilization(5)		98.35	%		96.19	%		89.99	%		98.94	%		98.90	%
(In Dollars)
AVERAGE DAILY RESULTS:
Time charter equivalent(6)	$	12,354		$	9,171		$	3,658		$	8,544		$	12,405
Vessel operating expenses(7)	$	6,400		$	6,715		$	4,826		$	6,061		$	6,343

TANKER FLEET DATA:
Average number of vessels(2)		10.0			6.2			—		2.5			4.6
Total voyage days for tanker fleet(3)		3,650			2,168			—		911			1,685
Total calendar days for tanker fleet(4)		3,650			2,267			—		911			1,685
Tanker fleet utilization(5)		100	%		95.63	%		—		100	%		100	%
(In Dollars)
AVERAGE DAILY RESULTS:
Time Charter Equivalent(6)	$	21,835		$	36,389		$	—	$	13,216		$	20,715
Vessel Operating Expenses(7)	$	7,138		$	8,721		$	—	$	9,693		$	7,536

GAS CARRIER FLEET DATA:
Average number of vessels(2)		—		—		—		1.0			3.3
Total voyage days for gas carrier fleet(3)		—		—		—		355			1,197
Total calendar days for gas carrier fleet (4)		—		—		—		355			1,197
Gas carrier fleet utilization(5)		—		—		—		100	%		100	%
(In Dollars)
AVERAGE DAILY RESULTS:
Time Charter Equivalent(6)	$	—	$	—	$	—	$	27,994		$	27,883
Vessel Operating Expenses(7)	$	—	$	—	$	—	$	16,183		$	8,611

OFFSHORE SUPPORT FLEET DATA:
Average number of vessels(2)		—		6.0			6.0			6.0			6.0
Total voyage days for offshore support fleet(3)		—		426			1,615			439			—
Total calendar days for offshore support fleet (4)		—		426			2,196			2,190			2,190
Offshore support fleet utilization(5)		—		100.0	%		73.54	%		20.05	%		—
(In Dollars)
AVERAGE DAILY RESULTS:
Time Charter Equivalent(6)	$	—	$	18,460		$	11,949		$	7,314		$	—
Vessel Operating Expenses(7)	$	—	$	9,336		$	9,032		$	10,818		$	—

	For the Year Ended December 31,
(U.S. dollars in thousands)	2014			2015			2016			2017			2018
Net Income/(loss) attributable to DryShips Inc.	$	(47,512	)	$	(2,847,061	)	$	(198,686	)	$	(42,544	)	$	21,780
Add: Net interest expense		398,875			171,605			8,776			13,342			18,946
Add: Depreciation and amortization		449,792			227,652			3,466			14,966			25,881
Add: Income taxes		77,823			37,119			38			152			6
Add: Net income attributable to Non-controlling interests		105,532			38,975			—			—			—
EBITDA	$	984,510		$	(2,371,710	)	$	(186,406	)	$	(14,084	)	$	66,613

(2) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period, divided by the number of calendar days in that period.

(3) Total voyage days for fleet are the total days the vessels were in our possession for the relevant period net of off-hire days associated with drydockings or special or intermediate surveys and laid-up days.

(4) Calendar days are the total number of days the vessels were in our possession for the relevant period including off-hire days associated with drydockings or special or intermediate surveys and laid-up days.

(5) Fleet utilization is the percentage of time that our vessels were available for revenue-generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period.

(6) Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage and are paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our vessels, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. The following tables reflect the reconciliation of TCE rates to voyage revenues for the periods presented:

4

	Year Ended December 31,
Drybulk Carrier Segment
(In thousands of U.S. dollars, except for TCE rates, which are expressed in U.S. dollars, and voyage days)
	2014			2015			2016			2017			2018
Voyage revenues (8)	$	205,630		$	138,828		$	30,777		$	65,724		$	94,369
Voyage expenses	$	(34,044	)	$	(23,619	)	$	(7,349	)	$	(9,900	)	$	(8,190	)
Time charter equivalent revenues	$	171,586		$	115,209		$	23,428		$	55,824		$	86,179
Total voyage days for drybulk carrier fleet		13,889			12,562			6,404			6,534			6,947
Time charter equivalent (TCE) rate	$	12,354		$	9,171		$	3,658		$	8,544		$	12,405

	Year Ended December 31,
Tanker Segment
(In thousands of U.S. dollars, except for TCE rates, which are expressed in U.S. dollars, and voyage days)
	2014			2015			2016		2017			2018
Voyage revenues	$	162,817		$	120,304		$	—	$	20,858		$	57,004
Voyage expenses	$	(83,121	)	$	(41,413	)	$	—	$	(8,818	)	$	(22,100	)
Time charter equivalent revenues	$	79,696		$	78,891		$	—	$	12,040		$	34,904
Total voyage days for tanker fleet		3,650			2,168			—		911			1,685
Time charter equivalent (TCE) rate	$	21,835		$	36,389		$	—	$	13,216		$	20,715

	Year Ended December 31,
Gas Carrier Segment
(In thousands of U.S. dollars, except for TCE rates, which are expressed in U.S. dollars, and voyage days)
	2014		2015		2016		2017			2018
Voyage revenues	$	—	$	—	$	—	$	10,316		$	34,762
Voyage expenses	$	—	$	—	$	—	$	(378	)	$	(1,386	)
Time charter equivalent revenues	$	—	$	—	$	—	$	9,938		$	33,376
Total voyage days for gas carrier fleet		—		—		—		355			1,197
Time charter equivalent (TCE) rate	$	—	$	—	$	—	$	27,994		$	27,883

	Year Ended December 31,
Offshore Support Segment
(In thousands of U.S. dollars, except for TCE rates, which are expressed in U.S. dollars, and voyage days)
	2014		2015			2016			2017			2018
Voyage revenues	$	—	$	8,118		$	21,157		$	3,819		$	—
Voyage expenses	$	—	$	(254	)	$	(1,860	)	$	(608	)	$	—
Time charter equivalent revenues	$	—	$	7,864		$	19,297		$	3,211		$	—
Total voyage days for offshore support fleet		—		426			1,615			439			—
Time charter equivalent (TCE) rate	$	—	$	18,460		$	11,949		$	7,314		$	—

(7) Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs including dry-docking costs, is calculated by dividing vessel operating expenses by fleet calendar days net of laid up days for the relevant time period.

(8) Adjusted for certain one-off accruals and provisions.

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B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

D.Risk Factors

Some of the following risks relate principally to the industries in which we operate and our business in general. Other risks relate principally to the securities market and ownership of our common stock. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results, cash flows or our ability to pay dividends, if any, in the future, or the trading price of shares of our common stock.

Risk Factors Relating to the Drybulk Shipping Industry

Charterhire rates for drybulk carriers are volatile, which has in the past had and may in the future have an adverse effect on our revenues, earnings and profitability.

The degree of charterhire rate volatility among different types of drybulk carriers has varied widely, and in recent years charterhire rates for drybulk carriers have declined significantly from historically high levels. The Baltic Dry Index, or the BDI, an index published daily by the Baltic Exchange Limited, a London-based membership organization that provides daily shipping market information to the global investing community, is a daily average of charter rates for key drybulk routes, which has long been viewed as the main benchmark to monitor the movements of the drybulk carrier charter market and the performance of the overall drybulk shipping market. The BDI declined 98% in 2008 from a peak of 11,793 in May 2008 to a low of 290 in February 2016 and has remained volatile since then. As of February 5, 2019 the BDI was at 629, having more than halved year to date.

The volatility in drybulk carrier charter rates has been due to various factors, including the over-supply of drybulk carriers and the lack of trade financing for purchases of commodities carried by sea, which resulted in a significant decline in cargo shipments. The decline and volatility in charter rates in the drybulk market also affects the value of our drybulk carriers, which follows the trends of drybulk charter rates, and earnings on our charters, and similarly, affects our cash flows, liquidity and compliance with the covenants contained in our credit facilities and financing arrangements. If low charter rates in the drybulk market continue or decline further for any significant period, this could have an adverse effect on our vessel values and our ability to comply with the financial covenants in our credit facilities and financing arrangements. In such a situation, unless our lenders or counterparties are willing to provide waivers of covenant compliance or modifications to our financial covenants, they could accelerate our debt or terminate the bareboat charter arrangements, as applicable, and we could face the loss of our vessels. In addition, the decline in the drybulk carrier charter market has in the past had and may continue to have additional adverse consequences for the drybulk shipping industry, including an absence of financing for vessels, no active secondhand market for the sale of vessels, charterers seeking to renegotiate the rates for existing time charters, and widespread loan covenant defaults in the drybulk shipping industry. Accordingly, the value of our common stock could be substantially reduced or eliminated.

As of December 31, 2018, we employed 11 of our drybulk carriers in the spot market and pursuant to short-term time charters, we are exposed to changes in spot market and short-term charter rates for drybulk carriers and such changes may affect our earnings and the value of our drybulk carriers at any given time. In addition, we have 5 vessels scheduled to come off their time charters in 2019 for which we will be seeking new employment. We may not be able to successfully charter our drybulk carriers in the future or renew existing charters at rates sufficient to allow us to meet our obligations. Fluctuations in charter rates result from changes in the supply of and demand for vessel capacity and changes in the supply and demand for the major commodities carried by water internationally. Because the factors affecting the supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable.

Factors that influence demand for drybulk carrier capacity include:

• supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;

• changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products;

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• the location of regional and global exploration, production and manufacturing facilities;

• the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products;

• the globalization of production and manufacturing;

• global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes;

• natural disasters and other disruptions in international trade;

• developments in international trade;

• changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;

• environmental and other regulatory developments;

• currency exchange rates; and

• weather.

The factors that influence the supply of vessel capacity include:

• the number of newbuilding deliveries;

• port and canal congestion;

• the scrapping rate of older vessels;

• vessel casualties; and

• the number of vessels that are out of service.

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing drybulk carrier fleet in the market and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

We anticipate that the future demand for our drybulk carriers will be dependent upon continued economic growth in the world's economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargoes to be transported by sea. Given the large number of new drybulk carriers currently on order with shipyards, the capacity of the global drybulk carrier fleet seems likely to increase and economic growth may not continue. Adverse economic, political, social or other developments could also have a material adverse effect on our business and operating results.

An over-supply of drybulk carrier capacity could inhibit the recent improvement in the freight market and, in turn, adversely affect our profitability.

The market supply of drybulk carriers has been increasing as a result of the delivery of numerous newbuilding orders over the last few years. Newbuildings have been delivered in significant numbers since the beginning of 2006 and, as of February 1, 2019, newbuilding orders had been placed for an aggregate of 10.6% of the existing global drybulk fleet by dwt, with deliveries expected to reach 89.7 million dwt during the next three years. While vessel supply will continue to be affected by the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or accidental losses, an over-supply of drybulk carrier capacity could exert significant downward pressure on charter rates. If market conditions worsen, we may only be able to charter our vessels at reduced or unprofitable rates, or we may not be able to charter these vessels at all. The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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Drybulk charterers have been placed under significant financial pressure, thereby increasing our charter counterparty risk.

The weakness in demand for drybulk shipping services, which has only recently begun to recover, and any future declines in such demand could result in financial challenges faced by our charterers and may increase the likelihood of one or more of our charterers being unable or unwilling to pay us contracted charter rates. We expect to generate most of our revenues from these charters and if our charterers fail to meet their obligations to us, we will sustain significant losses that could have a material adverse effect on our financial condition and results of operations.

Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future.

We operate our drybulk carriers in markets that have historically exhibited seasonal variations in demand and, as a result, in charterhire rates. This seasonality may result in quarter-to-quarter volatility in our operating results, which could affect our ability to pay dividends, if any, in the future from quarter to quarter. The drybulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, our revenues have historically been weaker during the fiscal quarters ended June 30 and September 30, and, conversely, our revenues have historically been stronger in fiscal quarters ended December 31 and March 31. This seasonality may adversely affect our operating results and our ability to pay dividends, if any, in the future.

The operation of drybulk carriers has certain unique operational risks.

The operation of certain ship types, such as drybulk carriers, has certain unique risks. With a drybulk carrier, the cargo itself and its interaction with the ship can be a risk factor. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, drybulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach to the sea. Furthermore, any defects or flaws in the design of a drybulk carrier may contribute to vessel damage. Hull breaches in drybulk carriers may lead to the flooding of the vessels holds. If a drybulk carrier suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel's bulkheads, leading to the loss of a vessel. If we are unable to adequately maintain our vessels we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, results of operations and our ability to pay dividends, if any, in the future. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.

Risk Factors Relating to the Tanker Shipping Industry

If the tanker industry, which historically has been cyclical and volatile, declines further in the future, our revenues, earnings and available cash flow may be adversely affected.

Historically, the tanker industry has been highly cyclical, with volatility in profitability, charter rates and asset values resulting from changes in the supply of, and demand for, tanker capacity. Fluctuations in charter rates and tanker values result from changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products. As of December 31, 2018, four of our tanker vessels were employed in the spot market, one was employed under a long-term charter and one was idle. As a result, our tanker vessels currently have limited contractual committed future revenues and thus are largely subject to spot market rates, which are highly volatile. If the tanker industry, which has been highly cyclical and volatile, is depressed in the future when a tanker vessel is employed in the spot market, when a charter expires, or at a time when we may want to sell a tanker vessel, our earnings and available cash flow will be adversely affected. There is no assurance that we will be able to successfully charter our tanker vessels in the future or renew our existing charters at rates sufficient to allow us to operate our business profitably or meet our obligations, including payment of debt service to lenders.

The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. The tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity.

The factors that influence demand for tanker capacity include:

• supply of and demand for oil and oil products;

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• global and regional economic and political conditions, including developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production and armed conflicts, which, among other things, could impact the supply of oil as well as trading patterns and the demand for various types of vessels;

• regional availability of refining capacity;

• environmental and other legal and regulatory developments;

• the distance oil and oil products are to be moved by sea;

• changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;

• increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;

• currency exchange rates;

• weather and acts of God and natural disasters;

• competition from alternative sources of energy and from other shipping companies and other modes of transport;

• international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars; and

• regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as safety and environmental regulations and requirements by major oil companies.

The factors that influence the supply of tanker capacity include:

• current and expected purchase orders for tankers;

• the number of tanker newbuilding deliveries;

• any potential delays in the delivery of newbuilding vessels and/or cancellations of newbuilding orders;

• the scrapping rate of older tankers;

• technological advances in tanker design and capacity;

• tanker freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of tankers;

• port and canal congestion;

• price of steel and vessel equipment;

• conversion of tankers to other uses or conversion of other vessels to tankers;

• the number of tankers that are out of service; and

• changes in environmental and other regulations that may limit the useful lives of tankers.

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The factors affecting the supply of and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable, including those discussed above. Continued volatility may reduce demand for transportation of oil over longer distances and increase supply of tankers to carry that oil, which may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Also, if the number of new ships delivered exceeds the number of tankers being scrapped and lost, tanker capacity will increase. The total newbuilding orderbook for VLCC, Suezmax and Aframax vessels scheduled to enter the fleet through 2019 as of February 1, 2019 stood at 13.5%, 10.4% and 9.5% by dwt, respectively, and there can be no assurance that the orderbook will not increase further in proportion to the existing fleets. If the supply of tanker capacity does not normalize with respect to demand, charter rates could further decline and remain depressed for a prolonged period.

Changes in the crude oil and petroleum products markets could result in decreased demand for our vessels and services.

Demand for our tanker vessels and services in transporting crude oil and petroleum products will depend upon world and regional crude oil and petroleum products markets. Any decrease in shipments of crude oil or petroleum products in those markets could have a material adverse effect on our business, financial condition and results of operations. Historically, those markets have been volatile as a result of the many conditions and events that affect the price, production and transport of crude oil and petroleum products, including competition from alternative energy sources. In the long-term it is possible that crude oil and petroleum products demand may be reduced by an increased reliance on alternative energy sources, by a drive for increased efficiency in the use of crude oil and petroleum products as a result of environmental concerns, or by high oil prices. Any protracted reduction in the consumption of crude oil and petroleum products and a decreased demand for our vessels and lower charter rates could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

An over-supply of tanker capacity may prolong low charter rates and vessel values or lead to reductions in charter rates, vessel values, and profitability.

The market supply of tankers is affected by a number of factors such as demand for energy resources, oil, and petroleum products, as well as strong overall economic growth in parts of the world economy including Asia. If the capacity of new ships delivered exceeds the capacity of tankers being scrapped and lost, tanker capacity will increase. In February 1, 2019, the orderbook as a percentage of the global fleet by dwt for tankers was 10.8%, compared to a peak of just under 48.4% in 2008, according to industry sources and the order book may increase further in proportion to the existing fleet. If the supply of tanker capacity does not normalize with respect to demand, charter rates could further decline and remain depressed for a prolonged period. A continued depression in charter rates and the value of our tanker vessels may have a material adverse effect on our results from operations.

The tanker sector is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources.

The tanker industry is highly competitive, capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of petroleum products and oil can be intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources than we have could operate larger fleets than our tanker fleet and, thus, may be able to offer lower charter rates and higher quality vessels than we are able to offer. If this were to occur, we may be unable to attract new customers, which could adversely affect our business and operations.

Our operating results may be adversely affected by seasonal fluctuations in the tanker industry.

The tanker sector has historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result in quarter-to-quarter volatility in our operating results. The tanker sector is typically stronger in the fall and winter months in anticipation of increased consumption of oil and petroleum products in the northern hemisphere during the winter months. As a result, our revenues from our tankers may be weaker during the fiscal quarters ended June 30 and September 30, and, conversely, revenues may be stronger in fiscal quarters ended December 31 and March 31. This seasonality could materially affect our operating results and cash available for dividends in the future.

Risk Factors Relating to the Offshore Support Vessel Industry

Our offshore support vessels rely on the oil industry generally and the offshore drilling industry specifically, and volatility in the oil industry impacts demand for our services.

Our fleet includes six offshore support vessels, or OSVs, which we acquired in 2015, comprising two platform supply vessels and four oil spill recovery vessels, all of which are currently laid up. Demand for those vessels' services depends on activity in offshore oil exploration, development and production. The level of exploration, development and production activity is affected by factors such as:

• prevailing oil and natural gas prices;

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• expectations about future prices and price volatility;

• cost of exploring for, producing and delivering oil and natural gas;

• sale and expiration dates of available offshore leases;

• demand for petroleum products;

• current availability of oil and natural gas resources;

• rate of discovery of new oil and natural gas reserves in offshore areas;

• local and international political, environmental and economic conditions;

• technological advances; and

• ability of oil and natural gas companies to obtain leases, permits or obtain funds for capital.

The level of offshore exploration, development and production activity has historically and recently been volatile. Currently, oil companies are holding back new contracts for drilling rigs and this has lead, and will continue to lead, to reduced utilization of the rig fleet and correspondingly our OSVs. In addition, there is a risk that the worldwide OSV fleet will increase more than the demand for such vessels. Any such continuing decrease in activity or increase in worldwide fleet growth that surpasses demand is likely to negatively affect our day rates and our utilization rates and, therefore, could have a material effect on our financial condition and results of operations in the future.

An increase in the supply of OSVs would likely have a negative effect on charter rates for our vessels, which could reduce our earnings.

Charter rates for OSVs depend in part on the supply of vessels. Excess vessel capacity in the industry or a particular offshore market may result from:

• constructing new vessels;

• moving vessels from one offshore market area to another;

• converting vessels formerly dedicated to services other than offshore marine services; or

• vessel charters expiring and not being rechartered or vessels charters being terminated.

In the last few years, construction of OSVs has increased. The addition of new vessel capacity to the worldwide offshore support vessel fleet and the declining offshore oil drilling and production activities are currently, and will likely in the future, increase competition in markets where we plan to operate, which could further negatively affect day rates and utilization rates which would, in turn, affect our financial condition, results of operations and cash flows in the future.

Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future.

The operations of our OSVs may be subject to seasonal factors dependent upon which region of the world they are operating. Since inception our OSVs operated mainly offshore of Brazil. However, if the terms and conditions for operations in other areas, such as the West Africa, South East, Brazil, Mediterranean and Middle East, are favorable, we may fix contracts for our vessels also in these markets.

Operations offshore of Brazil are generally cyclical affecting the movement and servicing of drilling rigs. This is likely to have an impact on our financial condition and results of operations, cash flows. Operations in any other market where we may charter our OSVs in the future could also be affected by seasonality, related to such things as unusually long or short construction seasons due to, among other things, abnormal weather conditions, as well as market demand associated with increased drilling and development activities.

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Doing business in certain countries creates certain risks.

We have operated OSVs in the past in Brazil and had certain agreements with local companies as a result of local laws requiring a local company to perform certain operations. While the local company has knowledge and experience, entering into these types of agreements often requires us to surrender a measure of control, and occasions may arise when we do not agree with the business goals and objectives of the local company, or other factors may arise that make the continuation of the relationship unwise or untenable. Any such disagreements or discontinuation of the relationship could disrupt our operations, or affect the continuity of our business. If we are unable to resolve issues with the local company, we may decide to terminate these agreements and either locate a different local company and continue to work in the area or seek opportunities for our assets in another market. The unwinding of a local company could prove to be difficult or time-consuming, and the loss of revenue related to the termination of the agreements with the local company and costs related to the sourcing of a new local company or the mobilization of assets to another market could adversely affect our financial condition, results of operations or cash flows.

Any future operations offshore of Brazil will subject us to an increased risk from factors specifically affecting that area.

Our OSVs have in the past operated, and in the future may operate, offshore of Brazil. Regulations in Brazil stipulate that a Brazilian-built vessel can contest the charter of international vessels and take that work from the current foreign-built holder of the vessel charter ("blocking"), while the charterer bears no liability to pay a termination fee. Further, "blocking" is not limited only to vessels run by Brazilian shipowners but also foreign owners operating Brazilian vessels. "Blocking" has been on the rise in the offshore downturn. It is assumed that this tactic will increase as the downturn continues. If one of our vessels becomes the subject of "blocking" in the future, it may adversely affect our earnings and results of operations.

General Shipping Industry Risk Factors

The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in some of our credit facilities and financing arrangements and we may incur a loss if we sell vessels following a decline in their market value.

The fair market values of our vessels are related to prevailing freight charter rates. However, while the fair market values of vessels and the freight charter market have a very close relationship as the charter market moves from trough to peak, the time lag between the effect of charter rates on market values of ships can vary.

The fair market values of our vessels have generally experienced high volatility, and you should expect the market values of our vessels to fluctuate depending on a number of factors including:

• prevailing level of charter rates;

• general economic and market conditions affecting the shipping industry;

• types and sizes of vessels;

• supply of and demand for vessels;

• other modes of transportation;

• cost of newbuildings;

• governmental and other regulations; and

• technological advances.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates including future charter rates and vessel operating expenses and fleet utilization. These items have been historically volatile and are based on historical trends as well as future expectations.

We estimate the recoverable amount as the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the recoverable amount is less than the carrying amount of the vessel, the vessel is deemed impaired. The carrying values of our vessels may not represent their fair market value at any point in time because the new market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings.

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In developing estimates of future undiscounted cash flows, we make assumptions and estimates about the vessels' future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. In making estimates concerning the daily time charter equivalent for the unfixed days, we utilize the most recent ten year historical rates for similar vessels, adjusted for any outliers, and other available market data over the remaining estimated life of the vessel, assumed to be 25 years for drybulk carriers, 25 years for tankers, 35 years for gas carriers and 30 years for offshore support vessels from the delivery of the vessel from the shipyard.

Any impairment charges incurred as a result of further declines in charter rates could negatively affect our business, financial condition or operating results.

Due to the cyclical nature of the shipping transportation market, the market value of one or more of our vessels may at various times be lower than their book value, and sales of those vessels during those times would result in losses. If we determine at any time that a vessel's future limited useful life and earnings require us to impair its value on our financial statements, that could result in a charge against our earnings and the reduction of our shareholders' equity. If for any reason we sell vessels at a time when vessel prices have fallen, the sale proceeds may be at less than the vessel's carrying amount on our financial statements, with the result that we would also incur a loss and a reduction in earnings.

For example, during 2016and as a result of the fair value less costs to sell re-measurement of our drybulk carriers, an impairment loss of $18.3 million was recognized, which was partly offset later in the year by $3.0 million due to the revaluation of three vessels to their fair values less costs to sell as determined by the sale prices concluded in the respective memoranda of agreement and a gain amounted to $1.9 million due to the reclassification of our drybulk carriers as held and used on December 31, 2016. An impairment charge amounting to $65.7 million was also recognized on December 31, 2016 as a result of the impairment review performed for our offshore support vessels. No impairment charge was recognized on December 31, 2017. During 2018 and as a result of the impairment review performed it was determined that the carrying amount of our offshore support vessels and one of our tanker vessels was not recoverable and therefore, an impairment loss of $9.7 million was recognized on December 31, 2018. In addition, an impairment loss of $7.3 million was recognized in 2018 due to the reclassification of our four VLGCs as held for sale on September 30, 2018 and their carrying amount was written down to their fair value less costs to sell as determined by the sale prices concluded in the respective memoranda of agreement dated July 4, 2018. Our four VLGCs were delivered to their new owners during the fourth quarter of 2018 and an additional total loss of $0.3 million was recorded for the year ended December 31, 2018.

Declining vessel values could affect our ability to raise cash by limiting our ability to refinance vessels and thereby adversely impact our liquidity. In addition, declining vessel values could result in the reduction in lending commitments, the pledging of unencumbered vessels as additional collateral, the ability to maintain our targeted leverage rations, the requirement to repay outstanding amounts or a breach of covenants set forth in our existing and future credit facilities and financing arrangements.

An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.

We anticipate a significant number of the port calls made by our vessels will continue to involve the loading or discharging of drybulk commodities, oil and gas in ports in the Asia Pacific region. As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, may have a material adverse effect on our business, financial condition and results of operations, as well as our future prospects. Before the global economic financial crisis that began in 2008, China had one of the world's fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. The quarterly year-over-year growth rate of China's GDP was approximately 6.5% for the year ended December 31, 2018, as compared to approximately 6.9% for the year ended December 31, 2017, and continues to remain below pre-2008 levels. We cannot assure you that the Chinese economy will not experience a significant contraction in the future.

Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through state plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a "market economy" and enterprise reform. Limited price reforms were undertaken with the result that prices for certain commodities are principally determined by market forces. Many of the reforms are unprecedented or experimental and may be subject to revision, change or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions. Notwithstanding economic reform, the Chinese government may adopt policies that favor domestic drybulk shipping and oil tanker companies and may hinder our ability to compete with them effectively. For example, China imposes a tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similar regulations, such as the recently promoted environmental taxes on coal, by China may result in an increase in the cost of raw materials imported to China and the risks associated with importing raw materials to China, as well as a decrease in any raw materials shipped from our charterers to China. This could have an adverse impact on our charterers' business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. Moreover, an economic slowdown in the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere.

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In addition, concerns regarding the possibility of sovereign debt defaults by European Union member countries, including Greece, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the United States, and other parts of the world. The possibility of sovereign debt defaults by European Union member countries, including Greece, and the possibility of market reforms to float the Chinese renminbi, either of which development could weaken the Euro against the Chinese renminbi, could adversely affect consumer demand in the European Union. Moreover, the revaluation of the renminbi may negatively impact the United States' demand for imported goods, many of which are shipped from China. Future weak economic conditions could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders. Our business, financial condition, results of operations, ability to pay dividends as well as our future prospects, will likely be materially and adversely affected by another economic downturn in any of the aforementioned countries and regions.

If economic conditions throughout the world decline, this will impede our results of operations, financial condition and cash flows.

Negative trends in the global economy that emerged in 2008 continue to adversely affect global economic conditions. In addition, the world economy is currently facing a number of new challenges. Geopolitical events such as the withdrawal of the U.K. from the European Union, or "Brexit," changes in U.S. trade policies, treaties and tariffs, and the presence of the United States and other armed forces in Afghanistan, additional acts of terrorism and armed conflict around the world may contribute to further economic instability in global financial markets.

The recent sovereign debt crisis in certain Eurozone countries, such as Greece, and concerns over debt levels of certain other European Union member states and in other countries around the world, as well as concerns about international banks, have led to increased volatility in global credit and equity markets. The credit markets in the United States and Europe have experienced contraction, deleveraging and reduced liquidity since the financial crisis in 2008, and the United States federal and state governments and European authorities have implemented a broad variety of governmental action and/or new regulation of the financial markets and may implement additional regulations in the future. Securities and futures markets and the credit markets are subject to comprehensive statutes, regulations and other requirements. The U.S. Securities and Exchange Commission, or the SEC, other regulators, self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies, and may effect changes in law or interpretations of existing laws. Global financial markets and economic conditions have been, and continue to be, severely disrupted and volatile. An extended period of deterioration in outlook for the world economy could reduce the overall demand for our services and could also adversely affect our ability to obtain financing on terms acceptable to us or at all.

We face risks attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among other factors. Major market disruptions may adversely affect our business or impair our ability to borrow amounts under our credit facilities or any future financial arrangements. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.

As a result of any renewed concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets may increase as many lenders will increase margins or interest rates, enact tighter lending standards, refuse to refinance existing debt at all or on terms similar to current debt and reduce, and in some cases cease, to provide funding to borrowers. Furthermore, certain banks that have historically been significant lenders to the shipping industry have recently reduced or ceased lending to the shipping industry. Due to these factors, we cannot be certain that additional financing will be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business or otherwise take advantage of business opportunities as they arise.

In addition, as a result of the recent economic turmoil in Greece resulting from the sovereign debt crisis and the related austerity measures implemented by the Greek government, our operations in Greece may be subjected to new regulations that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Greek government new taxes or other fees. We also face the risk that strikes, work stoppages, civil unrest and violence within Greece may disrupt our shoreside operations and those of our managers located in Greece.

The instability of the euro or any inability of Eurozone countries to pay or refinance their debts could have a material adverse effect on our revenue, profitability and financial position.

As a result of the credit crisis in Europe, in particular in Greece, Italy, Ireland, Portugal and Spain, the European Commission created the European Financial Stability Facility, or the EFSF, and the European Financial Stability Mechanism, or the EFSM, to provide funding to Eurozone countries in financial difficulties that seek such support. In March 2011, the European Council agreed on the need for Eurozone countries to establish a permanent stability mechanism, the European Stability Mechanism, or the ESM, which was activated by mutual agreement, to assume the role of the EFSF and the EFSM in providing external financial assistance to Eurozone countries entered into force in May 2013. Despite these measures, concerns persist regarding the debt burden of certain Eurozone countries and their ability to meet future financial obligations and the overall stability of the euro. A renewed period of adverse development in the outlook for European countries could reduce the overall demand for drybulk cargoes, oil and natural gas, and for our services. These potential developments, or market perceptions concerning these and related issues, could affect our financial position, results of operations and cash flow.

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Acts of piracy on ocean-going vessels have had and may continue to have an adverse effect on our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as South China Sea, Arabian Sea, Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean and the Gulf of Guinea. Sea piracy incidents continue to occur. If piracy attacks result in regions in which our vessels are deployed being characterized as "war risk" zones by insurers or Joint War Committee "war and strikes" listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew and security equipment costs, including costs which may be incurred to employ onboard security armed guards, to comply with Best Management Practices for Protection against Somalia Based Piracy, or BMP4, or any updated version, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention or hijacking as a result of an act of piracy against our vessels, increased costs associated with seeking to avoid such events (including increased bunker costs resulting from vessels being rerouted or travelling at increased speeds as recommended by BMP4), or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition, results of operations and cash flows, and ability to pay dividends, and may result in loss of revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.

Political instability, terrorist attacks and international hostilities can affect the seaborne transportation industry, which could adversely affect our business.

We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in the Middle East and the South China Sea region and other geographic countries and areas, geopolitical events such as Brexit, terrorist or other attacks, and war (or threatened war) or international hostilities, such as those between the United States and North Korea. Terrorist attacks such as those in New York on September 11, 2001, in London on July 7, 2005, in Mumbai on November 26, 2008 and in Paris on November 13, 2015, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world's financial markets and may affect our business, operating results and financial condition. Continuing conflicts and recent developments in the Middle East, and the presence of U.S. or other armed forces in Iraq, Syria, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs. Additionally, Brexit, or similar events in other jurisdictions, could impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business and operations.

Further, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In particular, leaders in the United States have indicated the United States may seek to implement more protective trade measures. President Trump was elected on a platform promoting trade protectionism. The results of the presidential election have thus created significant uncertainty about the future relationship between the United States, China and other exporting countries, including with respect to trade policies, treaties, government regulations and tariffs. For example, on January 23, 2017, President Trump signed an executive order withdrawing the United States from the Trans-Pacific Partnership, a global trade agreement intended to include the United States, Canada, Mexico, Peru and a number of Asian countries. In March 2018, President Trump announced tariffs on imported steel and aluminum into the United States that could have a negative impact on international trade generally. Most recently, in January 2019, the United States announced expanded sanctions against Venezuela, which may have an effect on its oil output and in turn affect global oil supply. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers' business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. This could have a material adverse effect on our business, results of operations, financial condition and our ability to pay any cash distributions to our stockholders.

Rising fuel prices may adversely affect our profits.

While we do not directly bear the cost of fuel or bunkers under our time charters, fuel is a significant factor in negotiating charter rates. Fuel is also a significant, if not the largest, expense in our shipping operations when vessels are under voyage charter. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

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We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in our vessels being denied access to, or detained in, certain ports.

Our business and the operation of our drybulk, tanker and offshore support vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

In addition, vessel classification societies also impose significant safety and other requirements on our vessels. In complying with current and future environmental requirements, vessel-owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditures on our vessels to keep them in compliance.

The operation of our vessels is affected by the requirements set forth in the United Nations' International Maritime Organization's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. Currently, all of our vessels are ISM Code-certified and we expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. If we are subject to increased liability for non-compliance or if our insurance coverage is adversely impacted as a result of non-compliance, it may negatively affect our ability to pay dividends, if any, in the future. If any of our vessels are denied access to, or are detained in, certain ports, this may decrease our revenues.

Sulfur regulations to reduce air pollution from ships are likely to require retrofitting of vessels and may cause us to incur significant costs.

In October 2016, the IMO (defined below) set January 1, 2020 as the implementation date for vessels to comply with its low sulfur fuel oil requirement, which cuts sulfur levels from 3.5% to 0.5%. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which is likely to be available around the world by 2020 but likely at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

International shipping is subject to various security and customs inspections and related procedures in countries of origin, destination and trans-shipment points. Inspection procedures may result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery of our vessels and the levying of customs duties, fines or other penalties against us.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert "sister ship" liability against a vessel in our fleet for claims relating to another of our vessels.

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Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.

A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends, if any, in the future.

In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources and, as a result, we may be unable to employ our vessels profitably.

We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of drybulk cargo, oil, and natural gas by sea is intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter the drybulk, oil industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer. If we are unable to successfully compete with other drybulk, tanker or offshore support shipping companies, this would have an adverse impact on our results of operations.

Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and stock price.

The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:

• marine disaster;

• environmental accidents;

• cargo and property losses or damage;

• business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and

• piracy.

The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could increase our costs or lower our revenues.

The shipping industry has inherent operational risks that may not be adequately covered by our insurance.

We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurance includes hull and machinery insurance, war risks insurance and protection and indemnity insurance (which includes environmental damage and pollution insurance). We may not be adequately insured against all risks or our insurers may not pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs.

Company Specific Risk Factors

Lawsuits may be brought against us in connection with the ongoing restructuring of our former subsidiaries.

In September 2017, Ocean Rig UDW Inc., or Ocean Rig, its subsidiaries Drillships Financing Holding Inc., Drillships Ocean Ventures Inc., and Drill Rigs Holdings Inc., and certain creditors completed a restructuring of Ocean Rig's balance sheet, or the Restructuring. We refer to Ocean Rig UDW Inc. and such subsidiaries as the Ocean Rig Parties. The Ocean Rig Parties are our former subsidiaries.

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In connection with the Restructuring, we and certain of our current executive officers are defendants in a lawsuit brought against us on August 31, 2017, by certain creditors of the Ocean Rig Parties, or the Ocean Rig Creditors, in the High Court of the Republic of the Marshall Islands. Ocean Rig has funded a preserved claims trust, or PCT. The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by the Ocean Rig Creditors. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all of the scheme creditors in the restructuring.

Further, additional lawsuits may be brought against us by the Ocean Rig Creditors. While we plan to vigorously contest the aforementioned lawsuit and any additional lawsuits that may be brought against us in the future, we can provide no assurance of the outcome of such potential lawsuits, the results of which could have a negative adverse effect on our financial condition.

We are currently subject to litigation and we may be subject to similar or other litigation in the future.

We and certain of our current executive officers are defendants in a putative class-action lawsuit pending in the U.S. District Court for the Eastern District of New York, brought on behalf of shareholders of the Company. The lawsuit alleges violations of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We and Mr. Economou were also defendants in a lawsuit filed in the High Court of the Marshall Islands alleging, in relevant part, breaches of fiduciary duty and constructive fraud, which was recently voluntarily dismissed. We and Mr. Economou are currently defendants in a lawsuit filed by the same plaintiff, asserting similar claims and violations of the Exchange Act, in the U.S. District Court for the Western District of Texas. Further, as noted above and below, we and certain of our current executive officers are also defendants in a lawsuit brought by certain Ocean Rig Creditors in the Republic of the Marshall Islands, which lawsuit alleges claims for avoidance and recovery of actual and/or constructive fraudulent conveyances and aiding and abetting fraudulent conveyances. See "Item 8. Financial Information - A. Consolidated statements and other financial information - Legal Proceedings."

While we believe these claims to be without merit and intend to continue to defend these lawsuits vigorously, we cannot predict their outcome. Furthermore, we may, from time to time, be a party to other litigation or governmental proceedings in the normal course of business. Monitoring and defending against, and complying with legal actions, whether or not meritorious, is time-consuming for our management and detracts from our ability to fully focus our internal resources on our business activities. In addition, legal fees and costs incurred in connection with such activities may be significant and we could, in the future, be subject to judgments or enter into settlements of claims for significant monetary damages. A decision adverse to our interests could result in the payment of substantial damages and could have a material adverse effect on our cash flow, results of operations and financial position.

With respect to any litigation, our insurance may not reimburse us or may not be sufficient to reimburse us for the expenses or losses we may suffer in contesting and concluding such lawsuit. Substantial litigation costs, including the substantial self-insured retention that we were required to satisfy before any insurance applied to the claim, or an adverse result in any litigation may adversely impact our business, operating results or financial condition.

The amount of our debt could limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities.

Our indebtedness could affect our future operations, as a portion of our cash flow from operations will be dedicated to the payment of interest and principal on such debt and will not be available for other purposes. Covenants contained in our credit facilities and financing arrangements may affect our flexibility in planning for, and reacting to, changes in our business or economic conditions, limit our ability to dispose of assets or place restrictions on the use of proceeds from such dispositions, withstand current or future economic or industry downturns and compete with others in our industry for strategic opportunities, and limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes.

Our ability to service our debt and financing arrangements will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness or financing arrangement, we will be forced to take actions such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, reducing or eliminating dividends to our shareholders, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to affect any of these remedies on satisfactory terms, or at all.

We are also a guarantor under (i) our subsidiary's $13.1 million financing arrangement, (ii) our subsidiaries' $82.0 million financing arrangements (iii) our subsidiaries' $171.5 million finance lease liabilities, (iv) our subsidiaries' $90.0 million secured credit facility dated January 24, 2018, (v) our subsidiaries' $35.0 million secured credit facility dated January 29, 2018, (vi) our subsidiaries' $30.0 million secured credit facility dated March 8, 2018, (vii) our subsidiary's $16.5 million secured credit facility assumed on June 1, 2018, (viii) our subsidiary's $33.8 million secured credit facility assumed on June 8, 2018 and (ix) our subsidiary's $8.9 million secured credit facility assumed on December 14, 2018. See "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources." Any inability by our subsidiaries to honor their obligations under the aforementioned credit facilities or financing arrangements could require us to honor their obligations, which could negatively impact our business.

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We may be unable to comply with covenants in our current or future financing arrangements.

Our credit facilities and financing arrangements, as applicable, impose operating restrictions on us that prohibit, or otherwise limit our ability, or the ability of our subsidiaries party thereto, to:

• pay dividends, redeem capital stock or subordinated indebtedness or make other restricted payments;

• undergo a change in control or merge or consolidate with, or transfer all or substantially all our assets to, another person;

• change the flag, class or technical or commercial management of the vessel mortgaged under such facility or terminate or materially amend the management agreement relating to such vessel;

• incur additional indebtedness, including issuing guarantees, or refinancing or prepaying any indebtedness, unless certain conditions exist;

• create or permit liens on our assets;

• acquire or sell vessels, unless certain conditions exist;

• enter into other financing arrangements;

• make investments;

• change the general nature of our business;

• enter into transactions with affiliates;

• amend, modify or change our organizational documents;

• make capital expenditures; and

• sell, transfer or lease the vessel mortgaged under the facility.

Additionally, under the $90.0 million secured credit facility dated January 24, 2018, the $35.0 million secured credit facility dated January 29, 2018,  the $30.0 million secured credit facility dated March 8, 2018, the $16.5 million secured credit facility assumed on June 1, 2018, the $33.8 million secured credit facility assumed on June 8, 2018 and the $8.9 million  secured credit facility assumed on December 14, 2018, subject to certain qualifying events, we must generally continue to beneficially own 100% of all issued and outstanding common stock and voting rights of our vessel-owning subsidiaries that are the borrowers under the facilities. Mr. Economou must also generally continue to beneficially own at least 50% of either (i) our issued and outstanding share capital or (ii) our issued and outstanding voting share capital.

Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders' interests may be different from ours and we may not be able to obtain our lenders' permission when needed. This may limit our ability to pay dividends, finance our future operations or capital requirements, make acquisitions or pursue business opportunities.

In addition, our credit facilities require us and our subsidiaries to satisfy certain financial covenants. In general, these financial covenants require us to maintain (i) minimum liquidity; (ii) a maximum leverage ratio; (iii) a minimum debt service cover ratio; (iv) a minimum market adjusted net worth, (v) a minimum solvency ratio and (vi) a minimum working capital level. In addition, our credit facilities, which are secured by mortgages on our vessels, require us to maintain specified financial ratios, mainly to ensure that the market value of the mortgaged vessels under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as a value maintenance clause or a loan-to-value ratio. All of our credit facilities also contain cross-acceleration or cross-default provisions that may be triggered by a default under one of our other credit facilities.

Our financing arrangements require us to maintain specified financial ratios and satisfy financial covenants. These financial ratios and covenants require us, among other things, to maintain (i) minimum liquidity; (ii) a minimum working capital level and (iii) a maximum leverage ratio. In addition, our financing arrangements require us to ensure that the market value of the vessel does not fall below a certain percentage of the outstanding amount of the financing arrangements, which we refer to as value maintenance clause or loan-to-value ratio.

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Additionally, under our bareboat charter agreements dated November 19, 2018, we provided a guarantee regarding any prepayment due in respect of the value maintenance clause under the existing secured credit facilities of the respective vessels.

A violation of any of the operating restrictions and financial covenants contained in our existing credit facilities or financing arrangements could constitute an event of default under the agreement, which, unless cured, if applicable, or waived or modified by our lenders or counterparties, provides our lenders or counterparties, as applicable, with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our financial covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness, foreclose their liens on our vessels and the other assets securing the credit facilities, and/or allow the charterer to terminate the bareboat charter and withdraw the vessel, which would impair our ability to continue to conduct our business.

Events beyond our control, including changes in the economic and business conditions in the international markets in which we operate, may affect our ability to comply with the financial covenants and loan-to-value ratios required by our credit facility. For example, during 2016, we were not in compliance with several financial and other covenants in our then outstanding credit facilities. Further, although we have settled or refinanced all of our commercial credit facilities entered into prior December 31, 2016, we were as recently as April 24, 2017 not in compliance with the value maintenance clause in our since repaid commercial credit facility relating to our drybulk carrier segment and the various financial covenants therein. Our ability to maintain compliance also depends substantially on the value of our assets, our charterhire, our ability to obtain charters, our success at keeping our costs low and our ability to successfully implement our overall business strategy.

As of December 31, 2017 and 2018, respectively, we were in compliance with the financial covenants contained in our then outstanding credit facilities and financing arrangements.

We expect our future credit agreements and other financing arrangements will also contain restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations.

We anticipate entering into additional credit facilities and other financing arrangements that we expect will contain customary covenants and event of default clauses, including cross-default and cross acceleration provisions, financial covenants, restrictive covenants and performance requirements, which may affect our operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

As a result of the restrictions in our future credit facilities, or similar restrictions in other future financing arrangements, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders' interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults under our future loan or financing agreements. Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or security requirements. A default under one of our future loan or financing agreements could result in the cross-acceleration of our other indebtedness. In the event of a default that we cannot remedy, our lenders or counterparties could then accelerate our indebtedness and foreclose on the vessels in our fleet. The loss of any of our vessels could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to generate sufficient cash flow to meet our debt service and other obligations due to events beyond our control.

Our ability to make scheduled payments on our outstanding indebtedness, any future newbuilding installments, and other obligations will depend on our ability to generate cash from operations in the future. Our future financial and operating performance will be affected by a range of economic, financial, competitive, regulatory, business and other factors that we cannot control, such as general economic and financial conditions in the drybulk, tanker and offshore support shipping industries or the economy generally. In particular, our ability to generate steady cash flow will depend on our ability to secure employment at acceptable rates and our ability to renew our existing time charters or obtain new charters at the prevailing economic and competitive conditions.

Furthermore, our financial and operating performance, and our ability to service our indebtedness, is also dependent on our subsidiaries' ability to make distributions to us, whether in the form of dividends, loans or otherwise. The timing and amount of such distributions will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our various debt and financing agreements, the provisions of Marshall Islands or Cyprus law affecting the payment of dividends and other factors.

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If our operating cash flows are insufficient to service our debt, any future newbuilding installments and to fund our other liquidity needs, we may be forced to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing our indebtedness, seeking additional capital, or any combination of the foregoing. We cannot assure you that any of these actions could be effected on satisfactory terms, if at all, or that they would yield sufficient funds to make required payments on our outstanding indebtedness and to fund our other liquidity needs. Also, the terms of existing or future debt agreements may restrict us from pursuing any of these actions. Furthermore, reducing or delaying capital expenditures or selling assets could impair future cash flows and our ability to service our debt in the future.

If for any reason we are unable to meet our debt service and repayment obligations, we would be in default under the terms of the agreements governing such indebtedness, which would allow creditors at that time to declare all such indebtedness then outstanding to be due and payable. This would likely in turn trigger cross-acceleration or cross-default rights among certain of our other current or future debt agreements. Under these circumstances, lenders could compel us to apply all of our available cash to repay borrowings or they could prevent us from making payments on the notes. If the amounts outstanding under our existing and future debt agreements were to be accelerated, or were the subject of foreclosure actions, we cannot assure you that our assets would be sufficient to repay in full the money owed to the lenders or to our other debt holders.

Investor confidence may be adversely impacted if we are unable to comply with Section 404 of the Sarbanes-Oxley Act of 2002.

We have implemented procedures in order to meet the evaluation requirements of Rules 13a-15(c) and 15d-15(c) under the Exchange Act, for the assessment under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404. Section 404 requires us to include in our annual reports on Form 20-F (i) our management's report on, and assessment of, the effectiveness of our internal controls over financial reporting and (ii) our independent registered public accounting firm's attestation to and report on the effectiveness of our internal controls over financial reporting in our annual report. If we fail to maintain the adequacy of our internal controls over financial reporting, we will not be in compliance with all of the requirements imposed by Section 404. Any failure to comply with Section 404 could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could harm our business.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The efficient operation of our business, including processing, transmitting and storing electronic and financial information, is dependent on computer hardware and software systems.  Information systems are vulnerable to security breaches by computer hackers and cyber terrorists.  We rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems.  However, these measures and technology may not adequately prevent security breaches.  In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer.  Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.

The failure of our counterparties to meet their obligations under our time charter agreements could cause us to suffer losses or otherwise adversely affect our business.

As of December 31, 2018, nine of our vessels were employed under long time charters with an aggregate five charterers. The ability and willingness of each of our counterparties to perform its obligations under a time charter agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the drybulk, tanker or offshore support shipping industries and the overall financial condition of the counterparties. In addition, in challenging market conditions, there have been reports of charterers, including some of our charterers, renegotiating their charters or defaulting on their obligations under charters and our customers may fail to pay charter-hire or attempt to renegotiate charter rates.

Our ability to renew the charters on our vessels upon the expiration or termination of our current charters, or on vessels that we may acquire in the future, the charter rates payable under any replacement charters and vessel values will depend upon, among other things, economic conditions in the sectors in which our vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for the seaborne transportation of energy resources.

A drop in spot charter rates may provide an incentive for some charterers to default on their charters.

When we enter into a time charter, charter rates under that charter are fixed for the term of the charter. If the spot charter rates or short-term time charter rates in the drybulk, tanker or offshore support shipping industries remain significantly lower than the time charter equivalent rates that some of our charterers are obligated to pay us under our existing charters, the charterers may have incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, which would affect our ability to operate our vessels profitably and may affect our ability to comply with covenants contained in our current or future credit facilities and financing agreements.

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Our future offshore support contracts may be terminated early due to certain events.

All of our OSVs are currently laid up. However, any future customers under our offshore support contracts are expected to have the right to terminate our offshore support contracts. Generally, we expect our contracts to permit our customers to terminate the contracts early without the payment of any termination fees under certain circumstances, including as a result of major non-performance, longer periods of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to piracy or force majeure events beyond our control.

In addition, during periods of challenging market conditions, our future customers may no longer need an offshore support vessel that is currently under contract or may be able to obtain a comparable vessel at a lower dayrate. As a result, we may be subject to an increased risk of our clients seeking to renegotiate the terms of their existing contracts or repudiate their contracts, including through claims of non-performance. Our future customers' ability to perform their obligations under their offshore support contracts with us may also be negatively impacted by the prevailing uncertainty surrounding the development of the world economy and the credit markets. If our future customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.

Any future contracted revenue for our fleet of offshore support vessels may not be ultimately realized.

As of February 28, 2019, we have no future contracted revenue for our fleet of OSVs because all the vessels in our OSV fleet are laid up.  Further, any future contracted revenue for our fleet of OSVs may not be ultimately realized. We may not be able to perform under our future time-charter contracts due to events beyond our control, and our future customers may seek to cancel or renegotiate our contracts for various reasons, including adverse conditions, resulting in lower daily rates. Our inability or the inability of our future customers to perform under the respective contractual obligations may have a material adverse effect on our financial position, results of operations and cash flows.

Purchasing and operating secondhand vessels may result in increased operating costs and reduced fleet utilization.

During 2017, we acquired nine secondhand drybulk carriers and four secondhand tankers. During 2018, we acquired four secondhand drybulk carriers, three of which as right-of-use assets, and two secondhand tankers. While we have the right to inspect previously owned vessels prior to our purchase of them and we intend to inspect all secondhand vessels that we acquire in the future, such an inspection does not provide us with the same knowledge about their condition that we would have if these vessels had been built for and operated exclusively by us. A secondhand vessel may have conditions or defects that we were not aware of when we bought the vessel and which may require us to incur costly repairs to the vessel. These repairs may require us to put a vessel into drydock which would reduce our fleet utilization. Furthermore, we usually do not receive the benefit of warranties on secondhand vessels.

New vessels may experience initial operational difficulties and unexpected incremental start-up costs.

New vessels, during their initial period of operation, have the possibility of encountering structural, mechanical and electrical problems as well as unexpected incremental start-up costs. Typically, the purchaser of a newbuilding will receive the benefit of a warranty from the shipyard for newbuildings, but we cannot assure you that any warranty we obtain will be able to resolve any problem with the vessel without additional costs to us and off-hire periods for the vessel. Upon delivery of a newbuild vessel from a shipyard, we may incur operating expenses above the incremental start-up costs typically associated with such a delivery and such expenses may include, among others, additional crew training, consumables and spares.

If any of our vessels fail to maintain their class certification and/or fail any annual survey, intermediate survey, drydocking or special survey, that vessel would be unable to carry cargo or operate, thereby reducing our revenues and profitability and violating certain covenants under our credit facilities.

The hull and machinery of every commercial drybulk, tanker and offshore support vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and International Convention for the Safety of Life at Sea of 1974, or SOLAS. All of our drybulk and tanker vessels are certified as being "in class" by major Classification Societies (e.g., American Bureau of Shipping, Lloyd's Register of Shipping, DNV-GL, and Korean Register of Shipping). Each of our operating offshore support vessels is certified as being "in class" by American Bureau of Shipping. Our six operating offshore support vessels will complete their first Special Periodical Surveys upon reactivation.

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel.

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If any of our vessels does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports, or operate, and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our credit facilities and financing arrangements. Any such inability to carry cargo or be employed, or operate, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

The aging of our fleet may result in increased operating costs or loss of hire in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As of February 28, 2019, all of the vessels in our fleet had an average age of 6.3 years. As our fleet ages we will incur increased costs. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment to our vessels and may restrict the type of activities in which our vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

In addition, charterers actively discriminate against hiring older vessels. For example, RightShip, the ship vetting service founded by Rio Tinto and BHP-Billiton which has become the major vetting service in the drybulk shipping industry, ranks the suitability of vessels based on a scale of one to five stars. Most major carriers will not charter a vessel that RightShip has vetted with fewer than three stars. Effective as of January 1, 2018, RightShip's age trigger for a dry cargo inspection for vessels over 8,000 dwt changed from 18 years to 14 years, after which an annual acceptable RightShip inspection will be required. RightShip may downgrade any vessel over 18 years of age that has not completed a satisfactory inspection by RightShip, in the same manner as any other vessel over 14 years of age, to two stars, which significantly decreases its chances of entering into a charter. Therefore, one of our drybulk carriers approach 18 years of age, we may not be able to operate this vessel profitably during the remainder of its useful life. As of February 28, 2019, none of our drybulk carriers are over 18 years of age.

Our vessels may suffer damage and we may face unexpected drydocking costs, which could adversely affect our cash flow and financial condition.

If our drybulk, tanker or offshore support vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings and reduce the amount of dividends, if any, in the future. We also may not have insurance that is sufficient to cover all or any of these costs or losses and may have to pay drydocking costs not covered by our insurance.

We may not be able to maintain or replace our drybulk, tanker or offshore support vessels as they age.

The capital associated with the repair and maintenance of our fleet increases with age. We may not be able to maintain our existing or future drybulk, tanker or offshore support vessels units, as applicable, to compete effectively in the market, and our financial resources may not be sufficient to enable us to make expenditures necessary for these purposes or to acquire or build replacement drybulk, tanker and/or offshore support vessels.

We may not be able to pay dividends.

In light of a lower freight rate environment and a highly challenged financing environment, our board of directors, beginning with the fourth quarter of 2008, previously suspended dividends on shares of our common stock. Beginning for the fourth quarter ended December 31, 2016, our board of directors approved a dividend policy to declare and pay quarterly dividends of $2.5 million to holders of our common stock. The dividend per share to be paid by the Company is determined based on the number of shares outstanding on the applicable record date. Accordingly, our board of directors declared quarterly dividends of $2.5 million to holders of our common stock for the quarter ended March 31, 2018. On July 30, 2018, our board of directors decided to suspend our previously announced cash dividend policy until further notice.

The timing and amount of dividends will depend on our earnings, financial condition, cash requirements and availability, restrictions in our credit facilities and financing arrangements, the provisions of Marshall Islands law affecting the payment of dividends and other factors. The declaration and payment of dividends, if any, will always be subject to the discretion of our board of directors. The timing and amount of any dividends declared will depend on, among other things, our earnings, financial condition and cash requirements and availability, our ability to obtain debt and equity financing on acceptable terms as contemplated by our growth strategy and provisions of Marshall Islands law affecting the payment of dividends. The international drybulk, tanker and offshore support shipping industries are highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period. Also, there may be a high degree of variability from period to period in the amount of cash that is available for the payment of dividends.

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Further, we may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described in this annual report. Our growth strategy contemplates that we will finance the acquisition of additional vessels through a combination of debt and equity financing on terms acceptable to us. If financing is not available to us on acceptable terms, our board of directors may determine to finance or refinance acquisitions with cash from operations, which would reduce or even eliminate the amount of cash available for the payment of dividends.

We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or pay dividends, if any, in the future.

We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to satisfy our financial obligations and to make dividend payments, if any, in the future depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our board of directors may not exercise its discretion to pay dividends in the future.

Investment in derivative instruments such as freight forward agreements could result in losses.

From time to time, we may take positions in derivative instruments including freight forward agreements, or FFAs. FFAs and other derivative instruments may be used to hedge a vessel owner's exposure to the charter market by providing for the sale of a contracted charter rate along a specified route and period of time. Upon settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route and period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. If we take positions in FFAs or other derivative instruments and do not correctly anticipate charter rate movements over the specified route and time period, we could suffer losses in the settling or termination of the FFA. This could adversely affect our results of operations and cash flows. As of December 31, 2018, we did not have any derivative instruments.

The derivative contracts we enter into, or may enter into, to hedge our exposure to fluctuations in interest rates could result in higher than market interest rates and charges against our income.

From time to time, we enter into interest rate swaps for purposes of managing our exposure to fluctuations in interest rates applicable to indebtedness under our credit facilities, which were advanced at a floating rate based on LIBOR. Our hedging strategy, however, may not be effective and we may incur substantial losses if interest rates move materially differently from our expectations. Our future derivative contracts may not, qualify for treatment as hedges for accounting purposes. We recognized fluctuations in the fair value of these contracts in our statement of operations. As of December 31, 2018, we did not have any interest rate swaps.

Our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under our current or future financing arrangements, under which loans have been advanced at a floating rate based on LIBOR and for which we have not entered into an interest rate swap or other hedging arrangement. Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial conditions or results of operations. See "Item 11. Quantitative and Qualitative Disclosures about Market Risk."

Because we generate most of our revenues in U.S. Dollars, but incur a significant portion of our employee salary and administrative and other expenses in other currencies, exchange rate fluctuations could have an adverse impact on our results of operations.

Our principal currency for our operations and financing is the U.S. Dollar. A substantial portion of the operating dayrates for our vessels, are quoted and received in U.S. Dollars; however, a portion of our revenue under our contracts with Petroleo Brasileiro S.A., or Petrobras Brazil, for our offshore support vessels was received in Brazilian Real. The principal currency for operating expenses is also the U.S. Dollar; however, a significant portion of employee salaries and administration expenses were paid in Euros, Brazilian Real or other currencies depending in part on the location of our operations. For the year ended December 31, 2018, approximately 39.0% of our expenses were incurred in currencies other than the U.S. Dollars. This exposure to foreign currency could lead to fluctuations in net income and net revenue due to changes in the value of the U.S. Dollar relative to the other currencies. Revenues paid in foreign currencies against which the U.S. Dollar rises in value can decrease, resulting in lower U.S. Dollar denominated revenues. Expenses incurred in foreign currencies against which the U.S. Dollar falls in value can increase, resulting in higher U.S. Dollar denominated expenses. Our U.S. Dollar denominated results of operations could be materially and adversely affected upon exchange rate fluctuations determined by events outside of our control.

If volatility in LIBOR occurs, it could affect our profitability, earnings and cash flow.

LIBOR has historically been volatile, with the spread between LIBOR and the prime lending rate widening significantly at times. These conditions are the result of the disruptions in the international credit markets. Because the interest rates borne by our outstanding indebtedness fluctuate with changes in LIBOR, if this volatility were to occur, it would affect the amount of interest payable on our debt, which in turn, could have an adverse effect on our profitability, earnings and cash flow.

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Furthermore, interest in most financing agreements in our industry has been based on published LIBOR rates. Recently, however, there is uncertainty relating to the LIBOR calculation process, which may result in the phasing out of LIBOR in the future. As a result, lenders have insisted on provisions that entitle the lenders, in their discretion, to replace published LIBOR as the base for the interest calculation with their cost-of-funds rate. If we are required to agree to such a provision in future financing agreements, our lending costs could increase significantly, which would have an adverse effect on our profitability, earnings and cash flow.

In addition, the banks currently reporting information used to set LIBOR will likely stop such reporting after 2021, when their commitment to reporting information ends. The Alternative Reference Rate Committee, or "Committee", a committee convened by the Federal Reserve that includes major market participants, has proposed an alternative rate to replace U.S. Dollar LIBOR: the Secured Overnight Financing Rate, or "SOFR." The impact of such a transition away from LIBOR would be significant for us because of our substantial indebtedness. In order to manage our exposure to interest rate fluctuations, we may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position.

An increase in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.

Our debt under our credit facilities and financing arrangements bears interest at variable rates. We may also incur indebtedness in the future with variable interest rates. As a result, an increase in market interest rates would increase the cost of servicing our indebtedness and could materially reduce our profitability and cash flows. The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial indebtedness.

We depend entirely on the TMS Entities to manage and charter our drybulk, tanker and offshore support fleet.

Since January 1, 2011, we have subcontracted the commercial and technical management of our drybulk, tanker and offshore vessels, including crewing, maintenance and repair, to TMS Bulkers, TMS Tankers and TMS Offshore Services. Effective January 1, 2017, we entered into new agreements or the New TMS Agreements for vessel management services, including executive management services, with TMS Bulkers and TMS Offshore Services to streamline the services offered by TMS Bulkers under the management agreements with each of our drybulk vessel owning subsidiaries and by TMS Offshore Services, pursuant to the respective management agreements with our offshore support vessel owning subsidiaries. Effective January 1, 2017, we also entered into new agreements with TMS Cardiff Gas and TMS Tankers regarding our acquired tanker and gas carrier vessels on similar terms as the New TMS Agreements. On May 31, 2018, we supplemented the management services providers under the New TMS Agreements to include TMS Dry, which is the manager of the Newcastlemax drybulk carriers, the Huahine, Conquistador, Pink Sands and Xanadu. TMS Cardiff Gas provided us with such management services until the disposal of our four VLGCs during the fourth quarter of 2018.

The TMS Entities may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou. The loss of the services of the TMS Entities or their failure to perform their obligations to us could materially and adversely affect the results of our operations. Although we may have rights against the TMS Entities if they default on their obligations to us, you will have no recourse against any of them. Further, we are required to seek approval from our lenders to change our manager.

Under our New TMS Agreements with the TMS Managers, as with previous arrangements, the TMS Managers will not be liable to us for any losses or damages arising in the course of their performance under the agreement unless such loss or damage will be proved to have resulted from the negligence, gross negligence or willful default by any TMS Manager, their employees or agents and in such case each TMS Manager liability per incident or series of incidents is limited to a total of ten times the annual management fee payable under the relevant agreement. The new management agreements with the TMS Managers further provide that the TMS Managers are not liable for any of the actions of the crew, even if such actions are negligent, grossly negligent or willful, except to the extent that they were shown to have resulted from a failure by any TMS Manager to perform their obligations with respect to management of the crew. Except to the extent of the liability cap described above, we will indemnify each TMS Manager and their employees and agents against any losses incurred in the course of the performance of these agreements.

The TMS Entities are privately held companies and there is little or no publicly available information about them.

The ability of the TMS Entities to continue providing services for our benefit will depend in part on their own financial strength. Circumstances beyond our control could impair the financial strength of each of the TMS Entities, and because they are privately held it is unlikely that information about their financial strength would become public unless any of the TMS Entitiesbegan to default on their obligations. As a result, an investor in our shares might have little advance warning of problems affecting any of the TMS Entities, even though these problems could have a material adverse effect on us.

We may be unable to attract and retain qualified, skilled employees or crew necessary to operate our business.

Our success will depend in large part on our ability and the ability of the TMS Entitiesto attract and retain highly skilled and qualified personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. If we are not able to increase our rates to compensate for any crew cost increases, it could have a material adverse effect on our business, results of operations, cash flows and financial condition. Any inability we, or the TMS Entities experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business, which could have a material adverse effect on our financial condition, results of operations and cash flows.

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We are dependent upon key management personnel, particularly our Chairman and Chief Executive Officer Mr. George Economou.

Our continued operations depend to a significant extent upon the abilities and efforts of our Chairman and Chief Executive Officer, Mr. George Economou. The loss of Mr. Economou's services to our Company could adversely affect our relationship with our lenders and the management of our fleet and, therefore, could adversely affect our business prospects, financial condition and results of operations. We do not currently, nor do we intend to, maintain "key man" life insurance on any of our personnel, including Mr. Economou.

Our Chairman and Chief Executive Officer has affiliations with TMS Entities, which could create conflicts of interest.

Mr. Economou may be deemed to be the beneficial owner of the TMS Entities. Mr. Economou is also our Chairman, Chief Executive Officer and a director of our Company. These responsibilities and relationships could create conflicts of interest between us, on the one hand, and any of the TMS Entities, on the other hand. These conflicts may arise in connection with the chartering, purchase, sale and operations of the vessels in our fleet versus vessels managed by any of the TMS Entitiesand/ or other companies that may be deemed to be beneficially owned by the TMS Entitiesand Mr. Economou.

In particular, the TMS Entitiesmay give preferential treatment to vessels that may be deemed to be beneficially owned by related parties because Mr. Economou and members of his family may receive greater economic benefits.

While we adhere to high standards of evaluating related party transactions, agreements between us and other related parties may be challenged as less favorable than agreements that we could obtain from unaffiliated third parties. Further, conflicts of interest that arise in connection with Mr. Economou's related parties may be resolved in a manner adverse to us.

Our management agreements with the TMS Managers, as well as other securities we may issue and agreements we may enter into in the future with related parties, may be challenged to be on terms that are less favorable to us than terms that would be obtained in arm's-length negotiations with unaffiliated third-parties.

Further, to the extent that we do business with companies that may be deemed to be beneficially owned by Mr. Economou or compete with such companies for business opportunities, prospects or financial resources, or participate in ventures in which companies that may be deemed to be beneficially owned by Mr. Economou participate, there may be actual or apparent conflicts of interest in decisions made for us or those companies that could have adverse consequences for us. These decisions may relate to corporate opportunities, corporate strategies, potential acquisitions or disposals of businesses or vessels, inter-company agreements, financing arrangements, the issuance or disposition of securities, the election of new or additional directors and other matters. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us.

Our executive officers do not devote all of their time to our business, which may hinder our ability to operate successfully.

Mr. George Economou, our Chairman and Chief Executive Officer, Mr. Anthony Kandylidis, our President and Chief Financial Officer, and certain other officers who perform executive officer functions for us, are not required to work full-time on our affairs and are involved in business activities not related to us, which may result in their spending less time than is appropriate or necessary to manage our business successfully. While we estimate that certain of our executive officers may spend a substantial portion of their monthly business time on business activities not related to our business, the actual allocation of time could vary significantly from time to time depending on various circumstances and needs of the other businesses, such as the relative levels of strategic activities of such businesses. As a result, there could be material competition for the time and effort of our officers who also provide services to other businesses, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As we expand our business, we may need to improve our operating and financial systems and will need to recruit suitable employees and crew for our vessels.

Our current operating and financial systems may not be adequate as we expand the size of our fleet and our attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will need to recruit suitable additional seafarers and shoreside administrative and management personnel. We may be unable to hire suitable employees as we expand our fleet. If we or our crewing agent encounters business or financial difficulties, we may not be able to adequately staff our vessels. If we are unable to grow our financial and operating systems or to recruit suitable employees as we expand our fleet, our financial performance and our ability to pay dividends, if any, in the future may be adversely affected.

U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences to U.S. shareholders.

A foreign corporation will be treated as a "passive foreign investment company," or a PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

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Based on our method of operation, we do not believe that we are, have been or will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time and voyage chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time and voyage chartering activities does not constitute passive income, and the assets that we own and operate in connection with the production of that income do not constitute assets that produce or are held for production of passive income.

There is substantial legal authority supporting this position consisting of case law and U.S. Internal Revenue Service, or the IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations changed.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders will face adverse U.S. federal income tax consequences and information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common stock, as if the excess distribution or gain had been recognized ratably over the U.S. shareholder's holding period of our common stock. See "Item 10. Additional Information—E. Taxation" for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

We may have to pay tax on United States source shipping income, which would reduce our earnings.

Under the U.S. Internal Revenue Code of 1986, or the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation, such as ourselves and certain of our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% U.S. federal income tax without allowance for any deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder.

We expect that we and each of our vessel-owning subsidiaries qualify for this statutory tax exemption and we have taken and intend to continue to take this position for U.S. federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to U.S. federal income tax on our U.S. source shipping income. For example, we would no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders, resident in jurisdictions other than "qualified foreign countries," with a five percent or greater interest in our common stock owned, in the aggregate, 50% or more of our outstanding common stock for more than half of the days during the taxable year. Due to the factual nature of the issues involved, it is possible that our tax-exempt status or that of any of our subsidiaries may change.

If we or our vessel-owning subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries could be subject for those years to an effective 2% (i.e., 50% of 4%) U.S. federal income tax on our gross shipping income attributable to transportation that begins or ends, but that does not both begin and end, in the United States. The imposition of this taxation could have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.

A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate our offshore support could result in a high tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.

We conduct our worldwide offshore support operations through various subsidiaries. Tax laws and regulations are highly complex and subject to interpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate. Our income tax expense is based upon our interpretation of tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, or in the valuation of our deferred tax assets, could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings in our offshore support segment, and such change could be significant to our financial results. If any tax authority successfully challenges our operational structure, inter-company pricing policies or the taxable presence of our key subsidiaries in certain countries; or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country, particularly in the United States or Brazil, our effective tax rate on our worldwide earnings from our offshore support operations could increase substantially and our earnings and cash flows from these operations could be materially adversely affected.

Our subsidiaries that provide services relating to offshore support may be subject to taxation in the jurisdictions in which such activities are conducted. Such taxation would result in decreased earnings available to our shareholders.

Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common stock arising in an investor's particular situation under U.S. federal, state, local and foreign law.

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Our vessels may call on ports located in or may operate in, countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect our reputation and the market for our common stock.

While none of our vessels called on ports located in countries subject to U.S. sanctions during 2018, and we intend to comply with all applicable sanctions and embargo laws and regulations, our vessels may call on ports or operate in these countries from time to time in the future on our charterers' instructions in the future, and there can be no assurance that we will maintain such compliance, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.

Current or future counterparties of ours may be affiliated with persons or entities that are or may be in the future the subject of sanctions imposed by the Trump administration, the EU, and/or other international bodies as a result of the annexation of Crimea by Russia in March 2014. If we determine that such sanctions require us to terminate existing or future contracts to which we or our subsidiaries are party or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we may suffer reputational harm. Currently, we do not believe that any of our existing counterparties are affiliated with persons or entities that are subject to such sanctions.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock trades. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

We may be subject to premium payment calls because we obtain some of our insurance through protection and indemnity associations.

For the vessels in our fleet, we may be subject to increased premium payments, or calls, in amounts based on our claim records as well as the claim records of other members of the protection and indemnity associations in the International Group, which is comprised of 13 mutual protection and indemnity associations and insures approximately 90% of the world's commercial tonnage and through which we receive insurance coverage for tort liability, including pollution-related liability, as well as actual claims. Although there is no cap to the amount of such supplemental calls, historically, supplemental calls for our fleet have ranged from 0% to 40% of the annual insurance premiums, and in no year were such amounts material to the results of our operations.

Our customers may be involved in the handling of environmentally hazardous substances and if discharged into the ocean may subject us to pollution liability, which could have a negative impact on our cash flows, results of operations and ability to pay dividends, if any, in the future.

Our operations may involve the use or handling of materials that have or may be classified as environmentally hazardous substances. Environmental laws and regulations applicable in the countries in which we conduct operations have generally become more stringent. Such laws and regulations may expose us to liability for the conduct of or for conditions caused by others, or for our acts that were in compliance with all applicable laws at the time such actions were taken.

While we conduct maintenance on our vessels in an effort to prevent such releases, future releases could occur, especially as our vessels age. Such releases may be large in quantity, above our permitted limits or in protected or other areas in which public interest groups or governmental authorities have an interest. These releases could result in fines and other costs to us, such as costs to upgrade our vessels, costs to clean up the pollution, and costs to comply with more stringent requirements in our discharge permits. Moreover, these releases may result in our customers or governmental authorities suspending or terminating our operations in the affected area, which could have a material adverse effect on our business, results of operation and financial condition. We expect that we will be able to obtain some degree of contractual indemnification from our customers in most of our offshore support contracts against pollution and environmental damages. But such indemnification may not be enforceable in all instances, the customer may not be financially capable in all cases of complying with its indemnity obligations or we may not be able to obtain such indemnification agreements in the future.

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Regulations relating to ballast water discharge coming into effect during September 2019 may adversely affect our revenues and profitability.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel's ballast water.  Depending on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard on or after September 8, 2019.  For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.  Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September 8, 2017.  We currently have 14 vessels that do not comply with the updated guideline and costs of compliance may be substantial and adversely affect our revenues and profitability.

Furthermore, United States regulations are currently changing.  Although the 2013 Vessel General Permit ("VGP") program and U.S. National Invasive Species Act ("NISA") are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act ("VIDA"), which was signed into law on December 4, 2018, requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water within two years.  The new regulations could require the installation of new equipment, which may cause us to incur substantial costs.

Failure to comply with the U.S. Foreign Corrupt Practices Act and anti-bribery and anti-corruption regulations in other jurisdictions in which we operate could result in fines, criminal penalties, offshore support contract terminations and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977, or the FCPA. We are subject, however, to the risk that we, our related parties or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and anti-corruption and anti-bribery laws in other jurisdictions in which we operate such as Brazil and the U.K. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

Risks Relating to Our Common Stock

Our Chairman and Chief Executive Officer, who may be deemed to beneficially own, directly or indirectly, 83.4% of our issued and outstanding common stock, has control over us, which will limit your ability to influence our actions.

As of February 28, 2019, our Chairman and Chief Executive Officer, Mr. George Economou, may be deemed to have beneficially owned, directly or indirectly, approximately 83.4% of our outstanding common stock and therefore has the power to exert considerable influence over our actions. In addition, pursuant to the terms of certain of our secured credit facilities, Mr. Economou must generally continue to beneficially own at least 50% of either (i) our issued and outstanding share capital or (ii) our issued and outstanding voting share capital. The interests of our Chairman and Chief Executive Officer may be different from your interests.

Future sales of shares of our common stock could cause the market price of our common stock to decline.

The market price of shares of our common stock could decline due to sales, or the announcements of proposed sales, of a large number of shares of common stock in the market, including sales of shares of common stock by our large shareholders, or the perception that these sales could occur. These sales, or the perception that these sales could occur, could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of shares of our common stock.

Our Amended and Restated Articles of Incorporation, as amended, authorize our board of directors to, among other things, issue additional shares of common or preferred stock or securities convertible or exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to our shareholders. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common stock in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

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There is no guarantee of a continuing public market for you to resell shares of our common stock.

Our common stock commenced trading on the Nasdaq National Market, now the Nasdaq Global Market, in February 2005. Our common stock now trades on the Nasdaq Capital Market. We cannot assure you that an active and liquid public market for our common stock will continue. The price of our common stock may be volatile and may fluctuate due to factors such as:

• actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;

• mergers and strategic alliances in the drybulk shipping industry;

• market conditions in the drybulk, tanker or offshore support industries and the general state of the securities markets;

• changes in government regulation;

• shortfalls in our operating results from levels forecast by securities analysts;

• announcements concerning us or our competitors;

• material litigation including class action lawsuits, or governmental proceedings; and

• sales of our common stock or other securities in the future.

Our common stock currently trades above the minimum $1.00 bid price required by Nasdaq's listing standards, but there is no guarantee that our shares will stay above the minimum $1.00 bid price. We have in the past and may in the future fail to comply with the Nasdaq requirements.  If we fail to maintain compliance with Nasdaq's listing standards, our common stock may be delisted.

Delisting from the Nasdaq could have an adverse effect on our business and on the trading of our common stock. If a delisting of our common stock were to occur, such shares may trade in the over-the-counter market such as on the OTC Bulletin Board or on the "pink sheets." The over-the-counter market is generally considered to be a less efficient market, and this could diminish investors' interest in our common stock as well as significantly impact the price and liquidity of our common stock. Any such delisting may also severely complicate trading of our common stock by our shareholders, or prevent them from re-selling their common stock at/or above the price they paid.

Anti-takeover provisions in our organizational documents and provisions in certain of our secured credit facilities could make it difficult for our stockholders to replace or remove our current board of directors or have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common stock.

Several provisions of our Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws could make it difficult for our stockholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that stockholders may consider favorable.

These provisions include:

• authorizing our board of directors to issue "blank check" preferred stock without stockholder approval;

• providing for a classified board of directors with staggered, three-year terms;

• prohibiting cumulative voting in the election of directors;

• authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote for the directors;

• limiting the persons who may call special meetings of stockholders;

• establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and

• restricting business combinations with interested shareholders.

In addition, pursuant to the terms of certain of our secured credit facilities, our Chairman and Chief Executive Officer, Mr. George Economou, must generally continue to beneficially own at least 50% of either (i) our issued and outstanding share capital or (ii) our issued and outstanding voting share capital.

The above anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

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We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction.

Additionally, the Republic of the Marshall Islands does not have a legal provision for bankruptcy or a general statutory mechanism for insolvency proceedings.  As such, in the event of a future insolvency or bankruptcy, our shareholders and creditors may experience delays in their ability to recover their claims after any such insolvency or bankruptcy. Further, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court's jurisdiction if any other bankruptcy court would determine it had jurisdiction.

We are a "foreign private issuer," which could make our common stock less attractive to some investors or otherwise harm our stock price.

We are a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act. As a "foreign private issuer" the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Securities and Exchange Act of 1934, as amended, or the Exchange Act. We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. In addition, our officers and directors are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities. Our exemption from the rules of Section 16 of the Exchange Act regarding sales of ordinary shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Accordingly there may be less publicly available information concerning us than there is for other U.S. public companies. These factors could make our common stock less attractive to some investors or otherwise harm our stock price.

Item 4.Information on the Company

A.History and Development of the Company

DryShips Inc., a corporation organized under the laws of the Republic of the Marshall Islands, was formed on September 9, 2004. Our principal executive offices are located at c/o Dryships Management Services Inc., 109 Kifissias Avenue and Sina Street, Marousi, 151 24, Athens, Greece. Our telephone number at that address is +30-216-200-6600. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC's Internet site is http://www.sec.gov. The address of DryShips Inc.'s Internet site is http://www.dryships.com.

Business Development

Developments related to Ocean Rig

On April 5, 2016, we sold all of our shares of Ocean Rig to Ocean Rig Investments, Inc., a subsidiary of Ocean Rig and as such we no longer hold any shares of Ocean Rig as of the date of this annual report.

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Developments related to Sifnos and Sierra

On October 21, 2015, as amended on November 11, 2015, we entered into a secured revolving credit facility, or the Revolving Credit Facility, of up to $60.0 million with Sifnos Shareholders Inc., or Sifnos, an entity that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and Chief Executive Officer, for general working purposes. The Revolving Credit Facility was secured by shares that we held in Ocean Rig and in Nautilus (defined below) and by a first priority mortgage over one Panamax drybulk carrier. The Revolving Credit Facility had a tenor of three years. Under this agreement, the lender had the right to convert a portion of the outstanding Revolving Credit Facility into shares of our common stock or into shares of common stock of Ocean Rig held by us. The conversion would be based on the volume weighted average price of either stock plus a premium. In addition, the lenders and the borrowers had certain conversion rights the exercise of which was approved by our board of directors on December 11, 2015. Specifically, we, as the borrower under this agreement, had the right to convert $10,000 of the outstanding Revolving Credit Facility into 8 preferred shares (100,000,000 before the 1-for-25, 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of us. As of December 22, 2015, we drew down the amounts of $30.0 million under the Revolving Credit Facility. On December 30, 2015, our board of directors exercised the right to convert $10.0 million of the outstanding principal amount of the Revolving Credit Facility into 8 shares of our Series B Convertible Preferred Stock (100,000,000 before the 1-for-25, 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). Each share of Series B Convertible Preferred Stock had the right to vote with the common shares on all matters on which our common shares were entitled to vote as a single class and each share of Series B Convertible Preferred Stock had five votes. The shares of Series B Convertible Preferred Stock were to be mandatorily converted into our common shares on a one to one basis within three months after the issuance thereof or any earlier date selected by us in our sole discretion. The above transactions were approved by the independent members of our board of directors on the basis of fairness opinions obtained in connection with those transactions.

On March 24, 2016, we entered into an agreement to increase the Revolving Credit Facility. The Revolving Credit Facility was amended to increase the maximum available amount by $10.0 million to $70.0 million, to give us an option to extend the maturity of the facility by 12 months to October 21, 2019, and to cancel the option of the lender to convert the outstanding Revolving Credit Facility to our common stock. Additionally, subject to Sifnos' prior written consent, we had the right to convert $8.75 million of the outstanding balance of the Revolving Credit Facility into 29 of our preferred shares (3,500,000 shares before the 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits shares), with a voting power of 5:1 (vis-à-vis common stock) and would mandatorily convert into common stock on a 1:1 basis within 3 months after such conversion. As part of the transaction, we also entered into a Preferred Stock Exchange Agreement to exchange the 8 Series B Convertible Preferred Shares (100,000,000 before the 1-for-25, 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) held by Sifnos for $8.75 million. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion. We subsequently cancelled the Series B Convertible Preferred Shares previously held by Sifnos, effective March 24, 2016.On March 29, 2016, we drew down the amount of $28.0 million under the Revolving Credit Facility.

On April 5, 2016, we sold all of our shares in Ocean Rig, to a subsidiary of Ocean Rig  for total cash consideration of approximately $49.9 million and used $45.0 million from the proceeds, to partly reduce the outstanding amount under the Revolving Credit Facility.  In addition we reached an agreement under the Revolving Credit Facility whereby Sifnos agreed to, among other things, (i) release its lien over the Ocean Rig shares and (ii) waive any events of default, subject to a similar agreement being reached with the rest of the lenders to DryShips, in exchange for a 40% loan to value maximum loan limit, being introduced under this facility. In addition, the interest rate under the loan was reduced to 4% plus LIBOR. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

On September 9, 2016, we entered into an agreement to convert $8.75 million of the outstanding balance of the Revolving Credit Facility into 29 shares of our Series D Preferred shares (3,500,000 shares before the 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits shares), which were issued on September 13, 2016. Each preferred share had 100,000 votes and was not convertible into our common stock. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion. Also on September 21, 2016, we drew down the amount of $7.8 million under the Revolving Credit Facility. On October 31, 2016, the Revolving Credit Facility was amended to increase the maximum available amount by $5.0 million to $75.0 million and to give us an option within 365 days to convert $7.5 million of the outstanding Revolving Credit Facility into shares of our common stock. On October 31, 2016 and as part of the sale of the vessel owning companies of Panamax drybulk carriers, the Amalfi, Galveston and Samatan, we paid the amount of $58.6 million to the new owners, being the difference between the purchase price and the outstanding balance of the respective secured credit facility, by increasing by the same amount the outstanding balance of the Revolving Credit Facility. Therefore, following this transaction, the outstanding balance under the Revolving Credit Facility was $69.4 million. The transaction was approved by the independent members of our board of directors on the basis of vessel valuations and a fairness opinion.

On November 30, 2016, Sifnos became the lender of record under two syndicated loans previously arranged by HSH Nordbank, with an outstanding balance of an aggregate $85.1 million under the ex-HSH syndicated facilities.

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On December 15, 2016, we made a prepayment of $33.5 million under the Revolving Credit Facility. On December 30, 2016, we entered into a new senior secured revolving credit facility, or the New Revolving Facility, with Sifnos for the refinancing of its prior outstanding debt, which then amounted to a total of $121.0 million. Under the terms of the New Revolving Facility, Sifnos extended a new loan of up to $200.0 million that was secured by all of our then present and future assets except the MV Raraka. The New Revolving Facility carried an interest rate of LIBOR plus 5.5%, was non-amortizing, had a tenor of three years, had no financial covenants, was arranged with a fee of 2.0% and had a commitment fee of 1.0%. In addition, Sifnos had the ability to participate in realized asset value increases of the collateral base in a fixed percentage of 30%. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion. On January 19, 2017 and March 10, 2017, we acquired two VLGCs, which were then under construction and on April 6, 2017, acquired the two remaining VLGCs then under construction pursuant to the LPG Option Agreement and partially financed the closing price of the acquisition of the vessel owning companies of the four vessels by using the then remaining undrawn liquidity of $79.0 million, under the New Revolving Facility. On May 23, 2017, we were released of all of our obligations and liabilities under the New Revolving Facility, as amended, through a Notice of Release from Sifnos, and entered into an unsecured revolving facility agreement, or the Revolving Facility, with Sierra Investments Inc., or Sierra, and a separate participation rights agreement with Mountain Investments Inc., or Mountain, both entities that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and Chief Executive Officer. The Revolving Facility carried an interest rate of LIBOR plus 6.5%, was non-amortizing, had a tenor of five years, had no financial covenants and was arranged with a fee of 1.0%. In addition, Mountain had the ability to participate in realized asset value increases of all of our present and future assets, except the vessel Samsara, in a fixed percentage of 30% in case of their sale and had a duration of up to the maturity of the Revolving Facility. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

On August 11, 2017, the independent members of our board of directors following receipt of a fairness opinion on August 11, 2017, approved a transaction pursuant to which we sold 36,363,636 shares of our common stock to entities that may be deemed to be beneficially owned by Mr. Economou, our Chairman and Chief Executive Officer, for aggregate consideration of $100.0 million at a price of $2.75 per share, or the Private Placement. On August 11, 2017, we signed a binding term sheet, or the Term Sheet, pursuant to the Private Placement terms. Pursuant to the Term Sheet, the independent members of our board of directors also approved a subsequent rights offering, or the Rights Offering, that commenced on August 31, 2017 and  allowed our shareholders to purchase their pro rata portion of up to $100.0 million of our common stock at a price of $2.75 per share. On August 29, 2017 and in connection with the Rights Offering, we also entered into a backstop purchase agreement, or the Backstop Agreement, with Sierra, pursuant to which Sierra agreed to purchase from us, at $2.75 per share, the number of shares of common stock offered pursuant to the Rights Offering that were not issued pursuant to existing shareholders' exercise in full of their subscription rights.

On August 29, 2017 and following the closing of the Private Placement: (i) 9,818,182 common shares were issued to Sierra, an entity that may be deemed to be beneficially owned by Mr. George Economou, in exchange for the reduction of the principal outstanding balance by $27.0 million of our unsecured credit facility with Sierra, (ii) 14,545,454 common shares were issued to Mountain, an entity that may be deemed to be beneficially owned by Mr. George Economou, in exchange for the termination of the participation rights agreement dated May 23, 2017, or the Participation Rights Agreement, and the forfeiture of all outstanding shares of Series D Preferred shares (which carried 100,000 votes per share) and (iii) 12,000,000 common shares to SPII Holdings Inc., or SPII, as consideration for the purchase of the 100% issued and outstanding equity interests of Shipping Pool Investors Inc., or the SPI, which directly holds a 49% interest in Heidmar Holdings LLC, or the Heidmar, a global tanker pool operator. On October 4, 2017, we announced the closing of the Rights Offering. Rights holders subscribed for an aggregate of 305,760 shares of our common stock and we raised approximately $0.8 million of gross proceeds therefrom, while 36,057,876 shares of our common stock, representing the number of common shares not issued pursuant to the full exercise of rights from existing shareholders, were issued to Sierra in exchange for the reduction in principal outstanding balance by $99.2 million of the Revolving Facility.

On October 25, 2017, we entered into  a new secured loan facility, or the Loan Facility Agreement, with Sierra to refinance the outstanding debt under Revolving Facility, amounting to a total of $73.8 million. The Loan Facility Agreement carried an interest rate of LIBOR plus 4.5%, was non-amortizing, had a tenor of five years, had no arrangement or commitment fee and was secured by four of our vessels, two tanker vessels (Samsara and Balla) and two drybulk carrier vessels (Judd and Castellani). Furthermore, it contained only one financial covenant, according to which the fair market values of mortgaged vessels should be at least 200% of the Loan Facility Agreement outstanding amount. No arrangement fees or otherwise were charged in connection with the refinancing. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

On February 1, 2018, we repaid in full the outstanding balance of $73.8 million under the Loan Facility Agreement.

Other Developments

On June 8, 2016, we entered into a securities purchase agreement with an institutional investor for the sale of 5,000 newly designated Series C Convertible Preferred Shares for $5.0 million, warrants to purchase 5,000 Series C Convertible Preferred Shares for $5.0 million and 0 shares of common stock (148,998 shares before the 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). As of November 18, 2016, the 5,000 Series C Convertible Preferred Shares and the 5,000 Series C Convertible Preferred Shares issued due to the exercise of the respective warrant have been converted (including their respective dividends) into an aggregate 181 shares of our common stock (21,038,020 shares before the 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits).

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On November 16, 2016, we entered into a Securities Purchase Agreement with Kalani Investments Limited, or Kalani, for the sale of 20,000 newly designated Series E-1 Convertible Preferred Shares for $20.0 million, preferred warrants to purchase 30,000 Series E-1 Convertible Preferred Shares for $30.0 million, preferred warrants to purchase 50,000 newly designated Series E-2 Convertible Preferred Shares for $50.0 million, prepaid warrants to initially purchase an aggregate of 47 shares of our common stock (372,874 shares before the 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), and 0 shares of our common stock (100 shares before the 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). As of December 12, 2016, the initial 20,000 Series E-1 Convertible Preferred Shares, the E-1 and E-2 Convertible Preferred Shares issued due to the exercise of the preferred warrants (including their respective dividends) and the prepaid warrants have been converted and/or exercised into 4,073 shares of our common stock (31,932,629 shares before the 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits).

On December 23, 2016, we entered into a common stock purchase agreement, or the 2016 Purchase Agreement, with Kalani. The 2016 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, Kalani was committed to purchase up to $200.0 million worth of shares of our common stock over the 24-month term of the purchase agreement and would receive up to an aggregate of $1.5 million of shares of our common stock as a commitment fee in consideration for entering into the 2016 Purchase Agreement. As of January 31, 2017, we completed the sale to Kalani of the full $200.0 million worth of shares of our common stock under the 2016 Purchase Agreement, which then automatically terminated in accordance with its terms. Between the date of the 2016 Purchase Agreement, December 23, 2016, and January 30, 2017, we sold an aggregate of 32,681 shares of our common stock (71,864,590 shares before the 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) at an average price of approximately $2.78 per share, and issued an aggregate of 263 shares of our common stock (844,335 shares before the 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) to Kalani as a commitment fee for entering into the 2016 Purchase Agreement. Our net proceeds from the sale of these shares were approximately $198.0 million, after deducting estimated aggregate offering expenses.

On February 17, 2017, we entered into a common stock purchase agreement, or the February 2017 Purchase Agreement, with Kalani. The February 2017 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, Kalani was committed to purchase up to $200.0 million worth of shares of our Common Stock over the 24-month term of the purchase agreement and would receive up to an aggregate of $1.5 million of shares of our Common Stock as a commitment fee in consideration for entering into the February 2017 Purchase Agreement. As of March 17, 2017, we completed the sale to Kalani of the full $200.0 million worth of shares of our Common Stock under the February 2017 Purchase Agreement, which then automatically terminated in accordance with its terms. Between the date of the February 2017 Purchase Agreement, February 17, 2017, and March 16, 2017, we sold an aggregate of 118,165 shares of our common stock (115,801,710 shares before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits)to Kalani at an average price of approximately $1.73 per share, and issued an aggregate of 872 shares of our common stock (854,631 shares before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits)to Kalani as a commitment fee for entering into the February 2017 Purchase Agreement.

On April 3, 2017, we entered into a common stock purchase agreement, or the April 2017 Purchase Agreement, with Kalani. The April 2017 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, Kalani was committed to purchase up to $226.4 million worth of shares of our common stock over the 24-month term of the purchase agreement and would receive up to an aggregate of $1.5 million of shares of our common stock as a commitment fee in consideration for entering into the April 2017 Purchase Agreement. As of August 11, 2017, we sold to Kalani $191.6 million worth of shares of our common stock under the April 2017 Purchase Agreement. Between the date of the April 2017 Purchase Agreement, April 3, 2017, and August 10, 2017, we sold an aggregate of 31,392,280 shares of our common stock (123,998,456 shares before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits)to Kalani at an average price of approximately $1.56 per share, and issued an aggregate of 42,630 shares of our common stock (879,711 shares before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits)to Kalani as a commitment fee for entering into the April 2017 Purchase Agreement. On August 11, 2017, we terminated the April 2017 Purchase Agreement.

On February 6, 2018, our board of directors approved a stock repurchase program, under which we may repurchase up to $50.0 million of our outstanding common shares for a period of 12 months, or the Repurchase Program. Under the Repurchase Program, we could repurchase shares in privately negotiated or open-market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. On October 5, 2018, we completed in full our Repurchase Program. Under the Repurchase Program, we repurchased a total of 10,864,227 shares of our common stock for an aggregate amount of $50.2 million including fees.

On September 27, 2018, we invested $5.0 million in a 9.50% Senior Unsecured Callable Corporate Bond, or the "9.5% Corporate Bond" with a maturity of five years.

On October 29, 2018, our board of directors authorized a new stock repurchase program, under which we may repurchase up to $50.0 million of our outstanding common shares for a period of 12 months, or the New Repurchase Program. We may repurchase shares in privately negotiated or open market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The specific timing and amount of repurchases, if any, will be at the discretion of our management and will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations. We are not obligated under the program to purchase any shares. The New Repurchase Program may be suspended or discontinued at any time. We expect to finance the stock purchases with existing cash balances. As of February 28, 2019, we have repurchased a total of 6,523,854 shares of our common stock under the New Repurchase Program for an aggregate amount of $37.3 million including fees.

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As of February 28, 2019, we have repurchased a total of 17,388,081 shares of our common stock for a gross consideration of $87.5 million including fees, pursuant to both of our repurchase programs. As of February 28, 2019, the number of shares of our common stock outstanding is 86,886,627.

Reverse Stock Splits

On February 22, 2016, a reverse stock split committee of our board of directors determined to effect a 1-for-25 reverse stock split of shares of our common stock. The reverse stock split occurred, and shares of our common stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on March 11, 2016.

On July 29, 2016, our board of directors determined to effect a 1-for-4 reverse stock split, and shares of our common stock began trading on a split adjusted basis on Nasdaq as of opening of trading on August 15, 2016.

On October 27, 2016, a reverse stock split committee of our board of directors determined to effect a 1-for-15 reverse stock split of shares of our common stock. The reverse stock split occurred and shares of our common stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on November 1, 2016.

On January 18, 2017, our board of directors determined to effect a 1-for-8 reverse stock split of shares of our Common Stock. The reverse stock split occurred, and shares of our Common Stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on January 23, 2017.

On April 6, 2017, our board of directors determined to effect a 1-for-4 reverse stock split of shares of our Common Stock. The reverse stock split occurred, and shares of our Common Stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on April 11, 2017.

On May 2, 2017, our board of directors determined to effect a 1-for-7 reverse stock split of shares of our Common Stock. The reverse stock split occurred, and shares of our Common Stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on May 11, 2017.

On June 16, 2017, our board of directors determined to effect a 1-for-5 reverse stock split of shares of our Common Stock. The reverse stock split occurred, and shares of our Common Stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on June 22, 2017.

On July 18, 2017, our board of directors determined to effect a 1-for-7 reverse stock split of shares of our Common Stock. The reverse stock split occurred, and shares of our Common Stock began trading on a split adjusted basis on Nasdaq as of the opening of trading on July 21, 2017.

Vessel Acquisitions and Dispositions

During 2016, we sold four of our drybulk carriers and six drybulk vessel-owning companies along with their vessels for an aggregate price of $108.3 million.

During 2017, we (i) acquired four Newcastlemax and five Kamsarmax drybulk carriers for an aggregate price of $237.0 million, (ii) acquired three tankers and one tanker vessel-owning company for an aggregate price of $194.5 million, (iii) acquired four VLGC vessel companies that were party to four newbuilding contracts for an aggregate price of $334.0 million, $44.9 of which was settled in January 2018, and (iv) sold one drybulk carrier for an aggregate gross price of $8.5 million.

During 2018, we (i) sold six of our Panamax vessels for total gross proceeds of $52.8 million and (ii) sold our four VLGCs for total gross proceeds of $304.0 million, (iii) acquired rights of use for three Newcastlemax drybulk carriers for an aggregate purchase price of $171.5 million, and (iv) acquired one Newcastlemax drybulk carrier one Aframax tanker and one Suezmax tanker for an aggregate purchase price of $120.8 million. For more information, please see Notes 4, 6 and 7 to our consolidated financial statements included herein.

B.Business Overview

Overview

We are a diversified owner and operator of ocean going cargo vessels.

As of February 28, 2019, we owned or operated a fleet of 31 vessels comprised of (i) six Panamax drybulk carriers; (ii) eight Newcastlemax drybulk carriers; (iii) five Kamsarmax drybulk carriers; (iv) one VLCC; (v) three Aframax tankers; (vi) two Suezmax tankers; and (vii) six offshore support vessels, including two platform supply and four oil spill recovery vessels.

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Our drybulk carriers, tankers and offshore support vessels and, until their disposal, our gas carrier vessels, operate worldwide within the trading limits imposed by our insurance terms and do not operate in areas where United States, European Union or United Nations sanctions have been imposed.

Abandonment of the Separation of Gas Ships Limited

During 2018, we decided to abandon our previously announced plans for the legal and structural separation of 49% of our wholly-owned subsidiary, Gas Ships Limited, a Marshall Islands corporation (formerly known as LPG Investments Inc.), from the Company into a separate public company.

Our Fleet

Set forth below is summary information concerning our fleet as of February 28, 2019.

Drybulk Carriers

						Redelivery
	Year Built(1)	DWT(2)	Type	Current employment (3)	Gross rate per day(3)	Earliest	Latest
Newcastlemax:
Bacon	2013	205,170	Newcastlemax	T/C Index Linked	T/C Index Linked	Sep-19	Oct-19
Conquistador(4)	2016	209,090	Newcastlemax	T/C Index Linked	T/C Index Linked	N/A	N/A
Huahine	2013	206,037	Newcastlemax	T/C Index Linked	T/C Index Linked	Sep-19	Oct-19
Judd	2015	205,796	Newcastlemax	T/C Index Linked	T/C Index Linked	Sep-19	Oct-19
Marini(4)	2014	205,854	Newcastlemax	T/C Index Linked	T/C Index Linked	Oct-19	Dec-19
Morandi	2013	205,854	Newcastlemax	T/C Index Linked	T/C Index Linked	Aug-19	Sep-19
Pink Sands(4)	2016	208,931	Newcastlemax	T/C Index Linked	T/C Index Linked	N/A	N/A
Xanadu(4)	2017	208,827	Newcastlemax	T/C Index Linked	T/C Index Linked	N/A	N/A

(1)   The average age of the Newcastlemax drybulk carriers in our fleet, based on year built, is 4.0 years.

(2)   The total aggregate DWT of the Newcastlemax drybulk carriers in our fleet is 1,655,559.

(3)   T/C means time charter.

(4)   The vessel is time chartered by TMS Dry, an entity that may be deemed to be beneficially owned by Mr. George Economou.

						Redelivery
	Year Built(1)	DWT(2)	Type	Current employment	Gross rate per day	Earliest	Latest
Kamsarmax:
Castellani	2014	82,129	Kamsarmax	Spot	Spot	N/A	N/A
Kelly	2017	81,300	Kamsarmax	Spot	Spot	N/A	N/A
Matisse	2014	81,128	Kamsarmax	Spot	Spot	N/A	N/A
Nasaka	2014	81,918	Kamsarmax	Spot	Spot	N/A	N/A
Valadon	2014	81,198	Kamsarmax	Spot	Spot	N/A	N/A

(1)   The average age of the Kamsarmax drybulk carriers in our fleet, based on year built, is 4.1 years.

(2)   The total aggregate DWT of the Kamsarmax drybulk carriers in our fleet is 407,673.

						Redelivery
	Year Built(1)	DWT(2)	Type	Current employment	Gross rate per day	Earliest	Latest
Panamax:
Catalina	2005	74,432	Panamax	Spot	Spot	N/A	N/A
Levanto	2001	73,925	Panamax	Spot	Spot	N/A	N/A
Ligari	2004	75,583	Panamax	Spot	Spot	N/A	N/A
Majorca	2005	74,477	Panamax	Spot	Spot	N/A	N/A
Rapallo	2009	75,123	Panamax	Spot	Spot	N/A	N/A
Raraka	2012	76,037	Panamax	Spot	Spot	N/A	N/A

(1)   The average age of the Panamax drybulk carriers in our fleet, based on year built, is 12.9 years.

(2)   The total aggregate DWT of the Panamax drybulk carriers in our fleet is 449,577.

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Tankers

							Redelivery
	Year Built(1)	DWT(2)	Type	Current employment(3)	Gross rate per day		Earliest	Latest
Very Large Crude Carrier:
Shiraga	2011	320,105	VLCC	Spot		Spot	N/A	N/A
Suezmax:
Marfa	2017	159,513	Suezmax	Spot		Spot	N/A	N/A
Samsara(4)	2017	159,855	Suezmax	T/C		$18,000Base rate plus profit share	Mar-22	May-25
Aframax:
Balla	2017	113,293	Aframax	Spot		Spot	N/A	N/A
Botafogo	2010	106,892	Aframax	Spot		Spot	N/A	N/A
Stamos	2012	115,666	Aframax	Spot		Spot	N/A	N/A

(1) The average age of the tanker vessels in our fleet, based on year built, is 4.7 years.

(2) The total aggregate DWT of the tanker vessels in our fleet is 975,324.

(3) T/C means time charter.

(4) The vessel is time chartered by Cecilia Shipholdings Limited, an entity that may be deemed to be beneficially owned by Mr. George Economou.

Offshore support Vessels

							Redelivery
	Year Built(1)	DWT(2)	Type	Current employment	Gross rate per day		Earliest	Latest
Platform Supply Vessels:
Crescendo	2012	1,457	PSV	Laid up		N/A	N/A	N/A
Colorado	2012	1,430	PSV	Laid up		N/A	N/A	N/A
Oil Spill Recovery Vessels
Indigo	2013	1,401	OSRV	Laid up		N/A	N/A	N/A
Jacaranda	2012	1,360	OSRV	Laid up		N/A	N/A	N/A
Emblem	2012	1,363	OSRV	Laid up		N/A	N/A	N/A
Jubilee	2012	1,317	OSRV	Laid up		N/A	N/A	N/A

(1) The average age of the offshore support vessels in our fleet, based on year built, is 6.0 years.

(2) The total aggregate DWT of the offshore support vessels in our fleet is 8,328.

Our Drybulk Operations

During 2018, we renewed our drybulk fleet through the acquisition of right of use for three modern Newcastlemax drybulk carriers and the acquisition of the vessel owning company for one modern Newcastlemax drybulk carrier, and the sale of six oldest Panamax drybulk carriers. See "—Our Fleet" above.

Management of our Drybulk Carriers

We do not employ personnel to run our drybulk carrier operating and chartering business on a day-to-day basis. Effective January 1, 2011, we previously entered into management agreements with TMS Bulkers, a company that may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou. For a description of the terms of our prior management agreements with TMS Bulkers, see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Agreements with TMS Bulkers, TMS Offshore Services, TMS Tankers, TMS Cardiff Gas and TMS Dry—Management Agreements—Drybulk Carrier Segment."

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Effective January 1, 2017, we and our vessel-owning subsidiaries entered into new agreements with TMS Bulkers, in accordance with the terms of the New TMS Agreements, to streamline the services offered by our managers. On May 31, 2018, we supplemented the management services providers under the New TMS Agreements to include TMS Dry, which is the manager of our new acquired Newcastlemax drybulk carriers, the Huahine, Conquistador, Pink Sands and Xanadu.  The all-in base cost for providing the increased scope of services was reduced to $1,643 per day per vessel, based on a minimum of 20 vessels, decreasing thereafter to $1,500 per day per vessel. The term of the management agreements with the TMS Bulkers and TMS Dry is 10 years.

We believe that TMS Bulkers and TMS Dry have established a reputation in the international shipping industry for operating and maintaining a fleet with high standards of performance, reliability and safety. TMS Bulkers and TMS Dry utilize experienced personnel in providing us with comprehensive ship management services, including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training as well as supply provisioning. TMS Bulkers and TMS Dry commercial management services include operations, chartering, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance.

TMS Bulkers and TMS Dry completed implementation of the ISM Code in 2010, and have obtained documents of compliance for their office and safety management certificates for our drybulk carriers as required by the ISM Code and is ISO 14001 certified in recognition of its commitment to overall quality.

TMS Bulkers and TMS Dry may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou, and, under the guidance of our board of directors, manage our business as a holding company, including our own administrative functions, and we monitor TMS Bulkers and TMS Dry performance under our management agreements.

Chartering of our Drybulk Carriers

We actively manage the deployment of our drybulk fleet between short-term time charters or spot charters, which generally last from several weeks to several days, and long-term time charters, which can last up to several years.

As of the date of this annual report, all but eight of our drybulk carriers are currently employed in the spot market.

Competition

Demand for drybulk carriers fluctuates in line with the main patterns of trade of the major drybulk cargoes and varies according to changes in the supply and demand for these items. We compete with other owners of drybulk carriers in the Panamax, Newcastlemax and Kamsarmax size sectors. Ownership of drybulk carriers is highly fragmented and is divided between over 1,900 independent drybulk carrier owners. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an owner and operator.

Customers

Our assessment of a charterer's financial condition, creditworthiness, reliability and track record are important factors in negotiating employment for our vessels. We believe that our management team's network of relationships and more generally TMS Bulker's reputation and experience in the shipping industry will continue to provide competitive employment opportunities for our vessels in the future.

During the year ended December 31, 2018, three of our customers accounted for more than ten percent of our total drybulk revenues: Customer A (11%), Customer B (12%) and Customer C (13%). During the year ended December 31, 2017, one of our customers accounted for more than ten percent of our total drybulk revenues: Customer A (10%). During the year ended December 31, 2016, one of our customers accounted for more than ten percent of our total drybulk revenues: Customer A (19%). Given our exposure to, and focus on, the long-term and short-term, or spot, time charter markets, we do not foresee any customer providing a significant percentage of our income over an extended period of time.

Seasonality

Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in quarter-to-quarter volatility in our operating results for our vessels trading in the spot market. The drybulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities.

To the extent that we must enter into new charters or renew an existing charters for drybulk carriers in our fleet during a time when seasonal variations have reduced prevailing charter rates, our operating results may be adversely affected.

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Charterhire Rates

Charterhire rates fluctuate by varying degrees amongst the drybulk carrier size categories. The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger vessels. Because demand for larger drybulk carriers is affected by the volume and pattern of trade in a relatively small number of commodities, charterhire rates (and vessel values) of larger ships tend to be more volatile. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller drybulk carriers. Accordingly, charter rates and vessel values for those vessels are subject to less volatility. Charterhire rates paid for drybulk carriers are primarily a function of the underlying balance between vessel supply and demand. In addition, time charter rates will vary depending on the length of the charter period and vessel-specific factors, such as container capacity, age, speed and fuel consumption. Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and between the different drybulk carrier categories.

In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption. In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as delivery and redelivery regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit.

Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area.

Within the drybulk shipping industry, the charterhire rate references most likely to be monitored are the freight rate indices issued by the Baltic Exchange, such as the BDI. These references are based on actual charterhire rates under charter entered into by market participants as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers. The Baltic Panamax Index is the index with the longest history. The Baltic Capesize Index and Baltic Handymax Index are of more recent origin.

The BDI declined 98% in 2008 from a peak of 11,793 in May 2008 to a low of 290 in February 2016 and has remained volatile since then. As of February 5, 2019, the BDI was at 629, having more than halved year to date. There can be no assurance that they will increase further, and the market could decline again.

The International Drybulk Shipping Industry

Drybulk cargo is shipped and can be easily stowed in a single hold with little risk of cargo damage. According to industry sources, in 2018, approximately 5,206 million tonnes of cargo was transported by drybulk carriers, including iron ore, coal and grains representing 28.2%, 23.8% and 9.3% of the total drybulk trade, respectively.

The demand for drybulk carrier capacity is determined by the underlying demand for commodities transported in drybulk carriers, which in turn is influenced by trends in the global economy. A significant component of drybulk trade is the import of iron ore and coal into China. In 2018, Chinese seaborne imports of these major bulk commodities stayed flat year-on-year at approximately 1,271 million tonnes, representing 24.4% of the total drybulk trade.

Demand for drybulk carrier capacity is also affected by the operating efficiency of the global fleet, with port congestion, which has been a feature of the market since 2004, absorbing tonnage and therefore leading to a tighter balance between supply and demand. In evaluating demand factors for drybulk carrier capacity, we believe that drybulk carriers can be the most versatile element of the global shipping fleets in terms of employment alternatives. Drybulk carriers seldom operate on round trip voyages. Rather, the norm is triangular or multi-leg voyages. Hence, trade distances assume greater importance in the demand equation.

The global drybulk carrier fleet may be divided into five categories based on a vessel's carrying capacity. These categories consist of:

• Very Large Ore Carriers, or VLOCs, have a carrying capacity of more than 200,000 dwt and are a comparatively new sector of the drybulk carrier fleet. VLOCs are built to exploit economies of scale on long-haul iron ore routes.

• Newcastlemax Vessels have carrying capacities of 200,000-210,000 dwt. These vessels carry both iron ore and coal and they represent the largest vessels able to enter the port of Newcastle in Australia.  There are relatively few ports around the world with the infrastructure to accommodate vessels of this size.

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• Capesize Vessels have carrying capacities of 100,000-199,999 dwt. These vessels generally operate along long-haul iron ore and coal trade routes. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size.

• Panamax Vessels have a carrying capacity of between 65,000 and 99,999 dwt. These vessels carry coal, grains, and, to a lesser extent, minor bulks, including steel products, forest products and fertilizers. Panamax vessels are able to pass through the Panama Canal making them more versatile than larger vessels.

• Handymax Vessels have a carrying capacity of between 40,000 and 64,999 dwt. The subcategory of vessels that have a carrying capacity of between 50,000 and 59,999 dwt are called Supramax. These vessels operate along a large number of geographically dispersed global trade routes mainly carrying grains and minor bulks. Vessels below 60,000 dwt are sometimes built with on-board cranes enabling them to load and discharge cargo in countries and ports with limited infrastructure.

• Handysize Vessels have a carrying capacity of between 10,000 and 39,999 dwt. These vessels carry exclusively minor bulk cargo. Increasingly, these vessels have operated along regional trading routes. Handysize vessels are well suited for small ports with length and draft restrictions that may lack the infrastructure for cargo loading and unloading.

The supply of drybulk carriers is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss. The orderbook of new drybulk carriers scheduled to be delivered in 2019 represents approximately 5.0% of the world drybulk fleet by dwt as of January 2019. The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs. Drybulk carriers at or over 25 years old are considered to be scrapping candidate vessels; however in prior deteriorating freight environments, we have seen vessels as young as 16 years old being sent to the scrap yards.

Our Offshore Support Operations

On October 21, 2015 and November 24, 2015, we acquired 97.44% and 2.56% of the issued and outstanding share capital of Nautilus, which indirectly through its subsidiaries owns six offshore support vessels.

Management of our Offshore Support Vessels

We do not employ personnel to run our offshore support operating and chartering business on a day-to-day basis. Effective January 1, 2011, we previously entered into management agreements with TMS Offshore Services, a company that may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou. For a description of the terms of our prior management agreements with TMS Offshore Services, see "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Agreements with TMS Bulkers, TMS Offshore Services, TMS Tankers, TMS Cardiff Gas and TMS Dry—Management Agreements—Offshore Support Segment."

Effective January 1, 2017, we and our vessel-owning subsidiaries entered into new agreements with TMS Offshore Services, in accordance with the terms of the New TMS Agreements, to streamline the services offered by our managers. The all-in base cost for providing the increased scope of services was reduced to $1,643 per day per vessel, based on a minimum of 20 vessels, decreasing thereafter to $1,500 per day per vessel. The term of the management agreements with the TMS Offshore Services is 10 years.

We believe that TMS Offshore Services has established a reputation in the international shipping industry for operating and maintaining a fleet with high standards of performance, reliability and safety.

Chartering of our Offshore Support Vessels

We actively manage the deployment of our offshore support fleet. As of the date of this annual report, all of our offshore support vessels are laid up.

Customers

Our assessment of a charterer's financial condition, creditworthiness, reliability and track record are important factors in negotiating employment for our vessels. We believe that our management team's network of relationships and more generally TMS Offshore Services' reputation and experience in the shipping industry will continue to provide competitive employment opportunities for our offshore support vessels in the future.

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Our Gas Operations

On January 12, 2017, we entered into a "zero cost" option agreement, or the LPG Option Agreement, with companies that may be deemed to be beneficially owned by Mr. Economou to purchase up to four high specifications VLGC newbuildings with Hyundai Samho Heavy Industries Co., Ltd., or HHI. In January 2017, March 2017, and April 2017, we exercised all four of our options under the LPG Option Agreement, pursuant to which we acquired (i) the four owning companies that were parties to the four aforementioned VLGC newbuilding contracts with HHI and (ii) Cardiff LPG Ships Ltd and Cardiff LNGShips Ltd. On July 4, 2018, we entered into four memoranda of agreements for the sale of our four VLGCs, including their existing time charter contracts, to unaffiliated buyers for total gross proceeds of $304.0 million. On September 17, 2018, we entered into four separate addenda to the aforementioned memoranda of agreements, according to which the buyers are entitled to a fixed compensation of $15,000/day due to the delay on the vessels' delivery until the earlier between the actual delivery dates and December 15, 2018. The VLGCs were delivered to their buyers during the fourth quarter of 2018.

Management of our Gas Carriers

We did not employ personnel to run our gas carrier operating and chartering business on a day-to-day basis. During the fiscal year ended December 31, 2017, we and our vessel-owning subsidiaries entered into agreements with TMS Cardiff Gas, in accordance with the terms of the New TMS Agreements, to streamline the services offered by our managers. TMS Cardiff Gas is a company that may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou. The all-in base cost for providing the increased scope of services was reduced to $1,643 per day per vessel, based on a minimum of 20 vessels, decreasing thereafter to $1,500 per day per vessel. The term of the management agreements with the TMS Cardiff Gas is 10 years. TMS Cardiff Gas provided such management services until the disposal of our four VLGCs to unaffiliated buyers during the fourth quarter of 2018.

We believe that TMS Cardiff Gas has established a reputation in the international shipping industry for operating and maintaining a fleet with high standards of performance, reliability and safety.

Chartering of our Gas Carriers

As of the date of this annual report, we no longer own and operate any VLGC in our fleet.

Customers

Our assessment of a charterer's financial condition, creditworthiness, reliability and track record are important factors in negotiating employment for our vessels. We believe that our management team's network of relationships and more generally TMS Cardiff Gas' reputation and experience in the shipping industry will continue to provide competitive employment opportunities for our gas carrier vessels, should we re-enter the gas carrier segment in the future.

During the year ended December 31, 2018, 100% of our total revenues for our gas carrier segment derived from two customers.

Seasonality

Liquefied gases are primarily used for power generation, cooking, fuel, industrial and domestic heating, as a chemical and refinery feedstock, as a transportation fuel and in agriculture. The LPG and LNG shipping market is typically stronger in the spring and summer months in anticipation of increased consumption of propane and butane for heating during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and the supply of certain commodities. Demand for our vessels therefore may be stronger in our quarters ending June 30 and September 30 and relatively weaker during our quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth these short-term fluctuations. To the extent any of our time charters expire during the relatively weaker fiscal quarters ending December 31 and March 31, it may not be possible to re-charter our vessels at similar rates.

The Gas Shipping Industry

International seaborne LPG and LNG transportation services are generally provided by two types of operators: LPG or LNG distributors and traders and independent shipowners. Traditionally the main trading route in our industry has been the transport of LPG and LNG from the Arabian Gulf to Asia. With the emergence of the United States as a major LPG and LNG export hub, the United States Gulf to Asia has become an important trade route. Vessels are generally operated under time charters, bareboat charters, spot charters, or contracts of affreightment. LPG and LNG distributors and traders use their fleets not only to transport their own LPG and LNG, but also to transport LPG and LNG for third-party charterers in direct competition with independent owners and operators in the tanker charter market. We operate in markets that are highly competitive and based primarily on supply and demand of available vessels. Generally, we compete for charters based upon charter rate, customer relationships, operating expertise, professional reputation and vessel specifications (size, age and condition). Our industry is subject to strict environmental regulation, including emissions regulations.

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Our Tanker Operations

During 2017, we re-entered the tanker market by acquiring four tanker vessels, one VLCC, two Aframax tankers and one Suezmax tanker. During 2018, we expanded our tanker fleet by acquiring one Aframax tanker and one Suezmax tanker. See "—Our Fleet" above.

Management of our Tankers

Our tankers are managed by TMS Tankers, a company that may be deemed to be beneficially owned by Mr. George Economou, on similar terms as the service agreements contemplated by the New TMS Agreements with TMS Bulkers and TMS Offshore Services. We believe that TMS Tankers has established a reputation in the international shipping industry for operating and maintaining a fleet with high standards of performance, reliability and safety.

Chartering of our Tankers

We employ our tankers in the spot market and on long-term time charters. TMS Tankers may seek to hedge our spot exposure through the use of freight forward agreements or other financial instruments. Accordingly, we actively monitor macroeconomic trends and governmental rules and regulations that may affect tanker rates in an attempt to optimize the deployment of our fleet.

As of the date of this annual report, all but one of our tankers are employed in the spot market.

Customers

Our assessment of a charterer's financial condition, creditworthiness, reliability and track record are important factors in negotiating employment for our tankers. During the year ended December 31, 2018, two of our customers accounted for more than ten percent of our total tanker revenues: Customer A (12%) and Customer B (12%). During the year ended December 31, 2017, three of our customers accounted for more than ten percent of our total tanker revenues: Customer A (25%), Customer B (19%) and Customer C (16%).

Seasonality

Historically, oil trade and therefore charter rates have increased in the winter months and eased in the summer months as demand for oil in the Northern Hemisphere has risen in colder weather and fallen in warmer weather. The tanker industry in general is less dependent on the seasonal transport of heating oil than a decade ago, as new uses for oil and oil products have developed, spreading consumption more evenly over the year. Most apparent is a higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.

Competition

The market for international seaborne crude oil transportation services is highly fragmented and competitive. Seaborne crude oil transportation services generally are provided by two main types of operators: major oil company captive fleets (both private and state-owned) and independent ship-owner fleets. In addition, several owners and operators pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as independently owned and operated fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels owned or controlled by us, also operate their own vessels and use such vessels not only to transport their own crude oil but also to transport crude oil for third party charterers in direct competition with independent owners and operators in the tanker charter market. Competition for charters is intense and is based upon price, location, size, age, condition and acceptability of the vessel and its manager. Competition is also affected by the availability of other size vessels to compete in the trades in which the Company engages. Charters are to a large extent brokered through international independent brokerage houses that specialize in finding the optimal ship for any particular cargo based on the aforementioned criteria. Brokers may be appointed by the cargo shipper or the ship owner.

The International Tanker Market

International seaborne oil and petroleum products transportation services are mainly provided by two types of operators: major oil company captive fleets (both private and state-owned) and independent shipowner fleets. Both types of operators transport oil under short-term contracts (including single-voyage "spot charters") and long-term time charters with oil companies, oil traders, large oil consumers, petroleum product producers and government agencies. The oil companies own, or control through long-term time charters, approximately one third of the current world tanker capacity, while independent companies own or control the balance of the fleet. The oil companies use their fleets not only to transport their own oil, but also to transport oil for third-party charterers in direct competition with independent owners and operators in the tanker charter market.

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The oil transportation industry has historically been subject to regulation by national authorities and through international conventions. In recent years, however, an environmental protection regime has evolved which has a significant impact on the operations of participants in the industry in the form of increasingly more stringent inspection requirements, closer monitoring of pollution-related events, and generally higher costs and potential liabilities for the owners and operators of tankers.

In order to benefit from economies of scale, tanker charterers will typically charter the largest possible vessel to transport oil or products, consistent with port and canal dimensional restrictions and optimal cargo lot sizes. A tanker's carrying capacity is measured in DWT, which is the amount of crude oil measured in metric tons that the vessel is capable of loading. The oil tanker fleet is generally divided into the following five major types of vessels, based on vessel carrying capacity: (i) Ultra Large Crude Carrier, or ULCC, with a size range of approximately 320,000 to 450,000 dwt; (ii) Very Large Crude Carrier, or VLCC, with a size range of approximately 200,000 to 320,000 dwt; (iii) Suezmax-size range of approximately 120,000 to 200,000 dwt; (iv) Aframax-size range of approximately 80,000 to 120,000 dwt; (v) Panamax-size range of approximately 50,000 to 80,000 dwt; and (v) small tankers of less than approximately 50,000 dwt. ULCCs and VLCCs normally transport crude oil in long-haul trades, such as from the Arabian Gulf to the United States or Western Europe via Asia or the Cape of Good Hope. Suezmax tankers also engage in long-haul crude oil trades as well as in medium-haul crude oil trades, such as from West Africa to the East Coast of the United States. Aframax-size vessels generally engage in both medium-and short-haul trades of less than 1,500 miles and carry crude oil or petroleum products. Smaller tankers mostly transport petroleum products in short-haul to medium-haul trades.

Environmental and Other Regulations in the Shipping Industry

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard, or the USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels, or the IMO, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as "MARPOL," adopted the International Convention for the Safety of Life at Sea of 1974, or the SOLAS Convention, and the International Convention on Load Lines of 1966, or the LL Convention. MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms.  MARPOL is applicable to drybulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.

In 2013, the IMO's Marine Environmental Protection Committee, or the "MEPC," adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or "CAS." These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or "ESP Code," which provides for enhanced inspection programs. The above is applicable for tanker vessels over 15 years of age and drybulk carriers. We may need to make certain financial expenditures to comply with these amendments.

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Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits "deliberate emissions" of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below.  Emissions of "volatile organic compounds" from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.

The MEPC, adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010.  The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020.  This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Once the cap becomes effective, ships will be required to obtain bunker delivery notes that specify sulfur content. The MEPC 73 adopted resolution MEPC 305(73) which amends regulation 14 of MARPOL Annex VI and the form of the Supplement to the International Air Pollution Prevention, or the IAPP, Certificate to prohibit the carriage of non-compliant fuel oil for combustion purposes for propulsion or operation on board a ship. The carriage prohibition does not apply to ships employing an alternative arrangement (e.g., exhaust gas cleaning system) approved under regulation 4.1 of MARPOL Annex VI which is annotated in the Supplement to IAPP Certificate. This carriage ban enters into force on 1 March 2020; two months after the 1 January 2020 ban on using non-compliant fuel oil for propulsion or operation on board a ship as per resolution MEPC 280(70). These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.

Sulfur content standards are even stricter within certain "Emission Control Areas," or ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1%. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean area.  Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency or theEPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect.  Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016.  Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009.  As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencing on January 1, 2019.  The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.

As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or the EEDI.  Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

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Safety Management System Requirements

The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills.  The Convention of Limitation of Liability for Maritime Claims, or the LLMC, sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel's management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance for this type of vessel, issued by the classification society on behalf of each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.

Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers and bulk carriers.   The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (GBS Standards).

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or the IMDG Code. Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or the STCW.  As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.  Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water, or the Polar Code. The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.  The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.

Furthermore, recent action by the IMO's Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.  The impact of such regulations is hard to predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention in 2004. The BWM Convention entered into force on September 9, 2017.  The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.  The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast Water management certificate.

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On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention.  This, in effect, makes all vessels delivered before the entry into force date "existing vessels" and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention's implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards.  Ships over 400 gross tons generally must comply with a "D-1 standard," requiring the exchange of ballast water only in open seas and away from coastal waters.  The "D-2 standard" specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.  Ballast Water Management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the Ballast Water, must be approved in accordance with IMO Guidelines (Regulation D-3).  Costs of compliance with these regulations may be substantial.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, or the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions.  The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised.  The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner's actual fault and under the 1992 Protocol where the spill is caused by the shipowner's intentional or reckless act or omission where the shipowner knew pollution damage would probably result.  The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention "Blue Cards" to enable signatory states to issue certificates. All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC).  With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship's bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti‑Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships, or the "Anti‑fouling Convention." The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. We have obtained Anti‑fouling System Certificates for all of our vessels that are subject to the Anti‑fouling Convention.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively.  As of the date of this report, each of our vessels is ISM Code certified. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

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United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990, or the OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.'s territorial sea and its 200 nautical mile exclusive economic zone around the U.S.  The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or the CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel.  Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel).  OPA defines these other damages broadly to include:

(i)injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii)injury to, or economic losses resulting from, the destruction of real and personal property;

(iii)loss of subsistence use of natural resources that are injured, destroyed or lost;

(iv)net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v)lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(vi)net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs.  Effective December 21, 2015, the USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,200 per gross ton or $18,796,800 (subject to periodic adjustment for inflation).  The USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,100 per gross ton or $939,800 (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations.  The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.  OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG's financial responsibility regulations by providing applicable certificates of financial responsibility.

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The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities.  However, several of these initiatives and regulations have been or may be revised.  For example, the U.S. Bureau of Safety and Environmental Enforcement's ("BSEE") revised Production Safety Systems Rule ("PSSR"), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.  Additionally, the BSEE released proposed changes to the Well Control Rule, which could roll back certain reforms regarding the safety of drilling operations, and the U.S. President proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling, expanding the U.S. waters that are available for such activity over the next five years.  The effects of these proposals are currently unknown.  Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills.  Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance.  These laws may be more stringent than U.S. federal law.  Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners' responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the Company's vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation.

Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), or the CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our tanker vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Our vessels operating in such regulated port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these existing requirements.

The U.S. Clean Water Act, or the CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.  The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.  In 2015, the EPA expanded the definition of "waters of the United States", or the WOTUS, thereby expanding federal authority under the CWA.  Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of "waters of the United States."  The effect of this proposal on U.S. environmental regulations is still unknown.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters.  The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or the VIDA, which was signed into law on December 4, 2018 and will replace the 2013 Vessel General Permit, or the VGP, program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act, or the NISA, such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters.  VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act, or the CWA, requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement regulations within two years of EPA's promulgation of standards.  Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized.  Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent, or the NOI, or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.

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European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.  Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually starting on January 1, 2018, which may cause us to incur additional expenses.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in EU ports.

International Labour Organization

The International Labor Organization, or the ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or the MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. All our vessels are in substantial compliance with and are certified to meet MLC 2006.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.  International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions.  The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships.  On June 1, 2017, the U.S. President announced that the United States intends to withdraw from the Paris Agreement.  The timing and effect of such action has yet to be determined, but the Paris Agreement provides for a four-year exit process.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships.  The initial strategy identifies "levels of ambition" to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.  The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition.  These regulations could cause us to incur additional substantial expenses.

The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol's second period from 2013 to 2020.  Starting in January 2018, large ships calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, the U.S. President signed an executive order to review and possibly eliminate the EPA's plan to cut greenhouse gas emissions.  The EPA or individual U.S. states could enact environmental regulations that would affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

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Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002, or the MTSA. To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code, or the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate, or the ISSC, from a recognized security organization approved by the vessel's flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.  The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel's hull; a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel's compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us.  We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area.  Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP4 industry standard.

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified "in class" by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015.  The Rules attempt to create a level of consistency between IACS Societies.  All of our vessels are certified as being "in class" by all the applicable Classification Societies (e.g., American Bureau of Shipping, Lloyd's Register of Shipping, DNV-GL, and Korean Registry of Shipping).

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel.  If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.

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Hull & Machinery and War Risks Insurance

We maintain marine hull and machinery and war risks insurance, which includes actual or constructive total loss, for our fleet, caused by perils insured against. Our vessels are each covered up to at least fair market value with deductibles per vessel per incident. We also maintain increased value coverage for most of our vessels. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and liabilities arising out of the towage of the ship and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or "clubs."

Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. The International Group has a structured sharing agreement for individual club claims exceeding $10 million, which enter into a common reinsurance arrangement up to $3.1 billion.  As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

Insurance for our Offshore Support Vessels

We maintain insurance for our offshore support vessels in accordance with industry standards. Our insurance is intended to cover normal risks in our current operations, including insurance against property damage, loss of hire, war risk and third-party liability, including pollution liability. The insurance coverage is established according to the Institute Time Clauses, Hulls, 1.10.83 (Cl. 280), but excluding collision liabilities which are covered by the Protection and Indemnity insurance. We have obtained insurance for the full assessed market value of our offshore support vessels, as assessed by brokers. Our insurance provides for premium adjustments based on claims and is subject to deductibles and aggregate recovery limits. In the case of pollution liabilities, our deductible is $11,000 per event and in the case of other hull and machinery claims, our average deductible is $55,000 per event. Our insurance coverage may not protect fully against losses resulting from a required cessation of offshore support vessels operations for environmental or other reasons. During trading we also have loss of hire insurance cover for approximately 90 days which becomes effective after 14 days. This loss of hire insurance is recoverable only if there is physical damage to the vessel or equipment which is caused by a peril against which we are insured. The principal risks which may not be insurable are various environmental liabilities and liabilities resulting from reservoir damage caused by our negligence. In addition, insurance may not be available to us at all or on terms acceptable to us, and there is no guarantee that even if we are insured, our policy will be adequate to cover our loss or liability in all cases.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which a vessel operates, the nationality of a vessel's crew and the age of a vessel. We have obtained all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.

C.Organizational Structure

As of February 28, 2019, we owned or operated all of our drybulk, tanker and offshore support vessels through our wholly-owned subsidiaries. Please see Exhibit 8.1 to this annual report for a list of our subsidiaries. As of April 5, 2016, we no longer owned any stock of common stock of Ocean Rig.

D.Property, Plant and Equipment

We do not own any real property. We maintain our principal executive offices at c/o Dryships Management Services Inc., 109 Kifissias Avenue and Sina Street, Marousi, GR 151 24 Greece.

Our interests in our drybulk, tanker and offshore support vessels in our fleet are our only material properties. See "—B. Business Overview—Our Fleet."  Also see "—B. Business Overview—Environmental and Other Regulations in the Shipping Industry" for a description of environmental issues that may impact the use of our fleet.

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Item 4A.Unresolved Staff Comments

None.

Item 5.Operating and Financial Review and Prospects

A.Operating Results

The following management's discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and accompanying notes included elsewhere in this report. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in "Item 3. Key Information—Risk Factors."

Our Drybulk Carrier Segment

Factors Affecting Our Results of Operations—Drybulk Carrier Segment

We charter our drybulk carriers to customers mainly pursuant to long or short time charters. Under our time charters, the charterer typically pays us a fixed daily charterhire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible for paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, and we also pay commissions to one or more unaffiliated ship brokers and to in-house brokers associated with the charterer for the arrangement of the relevant charter. We believe that the important measures for analyzing trends in the results of our operations consist of the following:

• Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with drydockings or special or intermediate surveys and laid-up days. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period.

• Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys and laid-up days. The shipping industry uses voyage days to measure the number of days in a period during which vessels are available to generate revenues.

• Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our fleet calendar days for the relevant period. We use fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys.

• Spot charter rates. Spot charter rates are volatile and fluctuate on a seasonal and year to year basis. Fluctuations are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes.

• TCE rates. Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be and are paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our drybulk carriers, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.

The following table reflects our voyage days, calendar days, fleet utilization and TCE rates for our drybulk carrier segment for the periods indicated.

	Year Ended December 31,
	2014			2015			2016			2017			2018
Average number of vessels		38.7			35.8			19.4			18.1			19.2
Total voyage days for fleet		13,889			12,562			6,404			6,534			6,947
Total calendar days for fleet		14,122			13,060			7,116			6,604			7,024
Fleet utilization		98.35	%		96.19	%		89.99	%		98.94	%		98.90	%
Time charter equivalent	$	12,354		$	9,171		$	3,658		$	8,544		$	12,405

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Voyage Revenues

Our drybulk voyage revenues are driven primarily by the number of vessels in our fleet, the number of voyage days during which our vessels generate revenues and the amount of daily charterhire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in drydock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the drybulk transportation market and other factors affecting spot market charter rates for drybulk carriers.

Vessels operating on period time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the short-term, or spot, charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of improvements in charter rates although we are exposed to the risk of declining charter rates, which may have a materially adverse impact on our financial performance. If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.

Voyage Expenses—Related Party

"Voyage expenses—related party" primarily consists of commissions, bunkers and port expenses.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance including dry-docking costs, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Our vessel operating expenses, which generally represent fixed costs, have historically increased as a result of the increase in the size of our fleet. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for insurance, may also cause these expenses to increase.

Depreciation

We depreciate our drybulk carriers on a straight-line basis over their estimated useful lives determined to be 25 years from the date of their initial delivery from the shipyard. Depreciation is based on cost less the estimated residual value.

Management Fees—Related Party

Management Agreements

See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions— Agreements with TMS Bulkers, TMS Offshore Services, TMS Tankers, TMS Cardiff Gas and TMS Dry—Management Agreements—Drybulk Carrier Segment."

General and Administrative Expenses

Our general and administrative expenses mainly comprise of consultancy fees and legal expenses. See Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Consultancy Agreements" for a discussion of our prior arrangements for compensating our executive officers, which arrangements have since been terminated at no cost with effect as of December 31, 2016.

Interest and Finance Costs

We have historically incurred interest expense and financing costs in connection with our credit facilities, financing arrangements and finance lease agreements.

Inflation—Drybulk Carrier Segment

Inflation has not had a material effect on our expenses given the current economic conditions. In the event that significant global inflationary pressures appear, these pressures could increase our operating, voyage, administrative and financing costs.

Our Tanker Segment

During 2017, we re-entered the tanker market by acquiring four tanker vessels. During 2018, we expanded our tanker fleet by acquiring one Aframax tanker and one Suezmax tanker. Please also see "Item 4.B—Business Overview—Our Tanker Operations."

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Factors Affected our Results of Operations—Tanker Segment

We believe that the most important measures for analyzing trends in the results of our tanker operations consisted of the following:

• Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with drydockings or special or intermediate surveys and laid-up days. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period.

• Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys and laid-up days. The shipping industry uses voyage days to measure the number of days in a period during which vessels are available to generate revenues.

• Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our fleet calendar days for the relevant period. We use fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys.

• Spot charter rates. Spot charter rates are volatile and fluctuate on a seasonal and year to year basis. Fluctuations are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes.

• TCE rates. Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be and are paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our tankers, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.

The following table reflects our voyage days, calendar days, fleet utilization and TCE rates for our tanker segment for the periods indicated.

	Year Ended December 31,
	2014			2015			2016		2017			2018
Average number of vessels		10.0			6.2			-		2.5			4.6
Total voyage days for fleet		3,650			2,168			-		911			1,685
Total calendar days for fleet		3,650			2,267			-		911			1,685
Fleet utilization		100	%		95.63	%		-		100	%		100	%
Time charter equivalent	$	21,835		$	36,389		$	-	$	13,216		$	20,715

Voyage Revenues

Our tanker voyage revenues are driven primarily by the number of vessels in our fleet, the number of voyage days during which our vessels generate revenues and the amount of daily charterhire that our vessels earn under charters, which, in turn, are affected by a number of factors, including our decisions relating to vessel acquisitions and disposals, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend in drydock undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels, levels of supply and demand in the tanker segment market and other factors affecting spot market charter rates for tanker vessels.

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Vessels operating on period time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the short-term, or spot, charter market during periods characterized by favorable market conditions. Vessels operating in the spot charter market generate revenues that are less predictable but may enable us to capture increased profit margins during periods of improvements in charter rates although we are exposed to the risk of declining charter rates, which may have a materially adverse impact on our financial performance. If we employ vessels on period time charters, future spot market rates may be higher or lower than the rates at which we have employed our vessels on period time charters.

Voyage Expenses—Related Party

"Voyage expenses—related party" primarily consists of commissions, bunkers and port expenses.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance including dry-docking costs, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Our vessel operating expenses, which generally represent fixed costs, have historically increased as a result of the increase in the size of our fleet. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for insurance, may also cause these expenses to increase.

Depreciation

We depreciate our tankers on a straight-line basis over their estimated useful lives determined to be 25 years from the date of their initial delivery from the shipyard. Depreciation is based on cost less the estimated residual value.

Management Fees to Related Party

See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Agreements with TMS Bulkers, TMS Offshore Services, TMS Tankers, TMS Cardiff Gas and TMS Dry—Management Agreements—Tanker Segment."

General and Administrative Expenses

Our general and administrative expenses mainly comprise of consultancy fees and legal expenses. See also Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Consultancy Agreements" for a discussion of our prior arrangements for compensating our executive officers, which arrangements have since been terminated at no cost with effect as of December 31, 2016.

Interest and finance costs

We have historically incurred interest expense and financing costs in connection with our credit facility agreements.

Our Offshore Support Segment

On October 21, 2015, we acquired Nautilus, which indirectly through its subsidiaries owns six offshore support vessels.

Factors Affecting Our Results of Operations—Offshore Support Segment

We have chartered our offshore support vessels to customers primarily pursuant to time charters. Under our time charters, the charterer typically pays us a fixed daily charterhire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible for paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, and we also pay commissions to one or more unaffiliated ship brokers and to in-house brokers associated with the charterer for the arrangement of the relevant charter. The vessels in our fleet are currently laid up. We believe that the important measures for analyzing trends in the results of our operations consist of the following:

• Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with drydockings or special or intermediate surveys and laid-up days. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period.

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• Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys and laid-up days. The shipping industry uses voyage days to measure the number of days in a period during which vessels are available to generate revenues.

• Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our fleet calendar days for the relevant period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys.

• TCE rates. Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be and are paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our offshore support vessels, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.

The following table reflects our voyage days, calendar days, fleet utilization and TCE rates for our offshore support segment for the periods indicated.

	Year Ended December 31,
	2014		2015			2016			2017			2018
Average number of vessels		-		6.0			6.0			6.0			6.0
Total voyage days for fleet		-		426			1,615			439			-
Total calendar days for fleet		-		426			2,196			2,190			2,190
Fleet utilization		-		100.0	%		73.54	%		20.05	%		-
Time charter equivalent	$	-	$	18,460		$	11,949		$	7,314		$	-

Depreciation

We depreciate our vessels on a straight-line basis over their estimated useful lives determined to be 30 years from the date of their initial delivery from the shipyard. Depreciation is based on cost less the estimated residual value.

Management Fees—Related Party

Management Agreements

See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Agreements with TMS Bulkers, TMS Offshore Services, TMS Tankers, TMS Cardiff Gas and TMS Dry—Management Agreements—Offshore Support Segment."

General and Administrative Expenses

Our general and administrative expenses mainly comprise of consultancy fees and legal expenses. See also Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Consultancy Agreements" for a discussion of our prior arrangements for compensating our executive officers, which arrangements have since been terminated at no cost with effect as of December 31, 2016.

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Our Gas Carrier Segment

On January 12, 2017, we entered into a "zero cost" option agreement, or the LPG Option Agreement, with companies that may be deemed to be beneficially owned by Mr. Economou to purchase up to four high specifications VLGC newbuildings with Hyundai Samho Heavy Industries Co., Ltd., or HHI. In January 2017, March 2017, and April 2017, we exercised all four of our options under the LPG Option Agreement, pursuant to which we acquired (i) the four owning companies that were parties to the four aforementioned VLGC newbuilding contracts with HHI and (ii) Cardiff LPG Ships Ltd and Cardiff LNGShips Ltd. On July 4, 2018, we entered into four memoranda of agreements for the sale of our four VLGCs, including their existing time charter contracts, to unaffiliated buyers for total gross proceeds of $304.0 million. On September 17, 2018, we entered into four separate addenda to the aforementioned memoranda of agreements, according to which the buyers are entitled to a fixed compensation of $15,000/day due to the delay on the vessels' delivery until the earlier between the actual delivery dates and December 15, 2018. The VLGCs were delivered to their buyers during the fourth quarter of 2018.

Factors Affecting Our Results of Operations—Gas Segment

We chartered our gas carrier vessels to customers primarily pursuant to time charters. Under our time charters, the charterer typically pays us a fixed daily charterhire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible for paying the chartered vessel's operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, and we also pay commissions to one or more unaffiliated ship brokers and to in-house brokers associated with the charterer for the arrangement of the relevant charter. The vessels in our fleet were employed on time charters until their disposal to unaffiliated buyers during the fourth quarter of 2018. We believe that the important measures for analyzing trends in the results of our operations consist of the following:

• Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with drydockings or special or intermediate surveys and laid-up days. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period.

• Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys and laid-up days. The shipping industry uses voyage days  to measure the number of days in a period during which vessels are available to generate revenues.

• Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our fleet calendar days for the relevant period. We use fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys.

• TCE rates. Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be and are paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our gas carriers, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods.

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The following table reflects our voyage days, calendar days, fleet utilization and TCE rates for our gas carrier segment for the years indicated.

	Year ended December 31,
	2017			2018
Average number of vessels		1.0			3.3
Total voyage days for fleet		355			1,197
Total calendar days for fleet		355			1,197
Fleet utilization		100	%		100	%
Time charter equivalent	$	27,994		$	27,883

Voyage Revenues

Our revenues are driven primarily by the number of vessels in our current fleet, the number of days during which our vessels operate and the amount of daily rates that our vessels earn under our charters, which, in turn, are affected by a number of factors, including levels of demand and supply in the LPG and LNG shipping industry; the age, condition and specifications of our vessels; the duration of the charters; the amount of time that we spend positioning our vessels; the availability of our vessels, which is related to the amount of time that our vessels spend in drydock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work; and other factors affecting rates for LPG and LNG vessels.

Voyage Expenses—Related Party

Voyage expenses—related party primarily consists of commissions paid.

Vessel Operating Expenses

Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance including dry-docking costs, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for insurance, may cause these expenses to increase.

Depreciation

We depreciated our vessels on a straight-line basis over their estimated useful lives determined to be 35 years from the date of their initial delivery from the shipyard. Depreciation is based on cost less the estimated residual value.

Management Fees—Related Party

Management Agreements

See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Agreements with TMS Bulkers, TMS Offshore Services, TMS Tankers, TMS Cardiff Gas and TMS Dry—Management Agreements—Gas Carrier Segment."

General and Administrative Expenses

Our general and administrative expenses mainly comprise of legal expenses as well as the consultancy fees paid to TMS Cardiff Gas.

Interest and finance costs

We have incurred interest expense and financing costs in connection with the $150.0 million secured credit facility dated June 22, 2017. We capitalized our interest and financing costs on the debt we had incurred in connection with our VLGCs previously under construction.

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Lack of Historical Operating Data for Vessels Before Their Acquisition

Although vessels are generally acquired free of charter, we have acquired (and may in the future acquire) some vessels with time charters. Where a vessel has been under a voyage charter, the vessel is usually delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer entering into a separate direct agreement (called a novation agreement) with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter because it is a separate service agreement between the vessel owner and the charterer.

Where we identify any intangible assets or liabilities associated with the acquisition of a vessel, we record all identified tangible and intangible assets or liabilities at fair value. Fair value is determined by reference to market data and the discounted amount of expected future cash flows. Where we have assumed an existing charter obligation or entered into a time charter with the existing charterer in connection with the purchase of a vessel at charter rates that are less than market charter rates, we record a liability, based on the difference between the assumed charter rate and the market charter rate for an equivalent vessel to the extent the vessel's capitalized cost would not exceed its fair value without a time charter. Conversely, where we assume an existing charter obligation or enter into a time charter with the existing charterer in connection with the purchase of a vessel at charter rates that are above market charter rates, we record an asset, based on the difference between the market charter rate for an equivalent vessel and the contracted charter rate. This determination is made at the time the vessel is delivered to us, and such assets and liabilities are amortized to revenue over the remaining period of the charter.

During 2016, we did not acquire any vessels that were under existing bareboat or time charter contracts. During 2017, we acquired six vessels (two Newcastlemax drybulk carriers and four VLGCs) that were under existing time charter contracts. During 2018, we did not acquire any vessels that were under existing bareboat or time charter contracts.

When we purchase a vessel and assume or renegotiate a related time charter, we may take the following steps before the vessel will be ready to commence operations:

• obtain the charterer's consent to us as the new owner;

• obtain the charterer's consent to a new technical manager;

• in some cases, obtain the charterer's consent to a new flag for the vessel;

• arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer;

• replace all hired equipment on board, such as gas cylinders and communication equipment;

• negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;

• register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;

• implement a new planned maintenance program for the vessel; and

• ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

The following discussion is intended to help you understand how acquisitions of vessels affect our business and results of operations.

Our business is comprised of the following main elements:

• employment and operation of our drybulk, tanker and offshore support vessels; and

• management of the financial, general and administrative elements involved in the conduct of our business and ownership of our drybulk and tanker vessels and offshore support units.

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The employment and operation of our vessels require the following main components:

• vessel maintenance and repair;

• crew selection and training;

• vessel spares and stores supply;

• contingency response planning;

• onboard safety procedures auditing;

• accounting;

• vessel insurance arrangement;

• vessel chartering;

• vessel security training and security response plans (ISPS);

• obtain ISM certification and audit for each vessel within the six months of taking over a vessel;

• vessel hire management;

• vessel surveying; and

• vessel performance monitoring.

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components:

• management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts;

• management of our accounting system and records and financial reporting;

• administration of the legal and regulatory requirements affecting our business and assets; and

• management of the relationships with our service providers and customers.

The principal factors that affect our profitability, cash flows and shareholders' return on investment include:

• Charter rates and periods of charterhire for our drybulk, tanker and offshore support vessels;

• levels of drybulk, tanker and offshore support vessels operating expenses;

• depreciation and amortization expenses;

• financing costs; and

• fluctuations in foreign exchange rates.

Our Fleet—Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels

In "—Critical Accounting Policies—Impairment of Long Lived Assets," we discuss our policy for impairing the carrying values of our vessels. Historically, the market values of vessels have experienced volatility, which from time to time may be substantial. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below those vessels' carrying value, even though we would not impair those vessels' carrying value under our accounting impairment policy, due to our belief that future undiscounted cash flows expected to be earned by such vessels over their operating lives would exceed such vessels' carrying amounts.

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As of December 31, 2018, we determined that the carrying amount of one of our tanker vessels was not recoverable and, therefore, concluded that an impairment charge of $0.3 million was necessary for 2018.

As of December 31, 2017, we determined that the carrying amounts of our vessels were recoverable and, therefore, concluded that no impairment charge was necessary for 2017.

This aggregate difference between (i) the carrying value of each of our vessels and (ii) what we believe was the charter free market value of our vessels as of the relevant balance sheet date represents the approximate analysis of the amount by which we believe we would have to reduce our net income if we sold all of such vessels at December 31, 2018 and 2017, respectively, on industry standard terms, in cash transactions, and to a willing buyer where we were not under any compulsion to sell, and where the buyer was not under any compulsion to buy. For purposes of this calculation, we have assumed that these vessels would be sold at a price that reflects our estimate of their charter-free market values as of December 31, 2018 and 2017, respectively.

Our estimates of charter-free market value assume that our vessels are all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:

• reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;

• news and industry reports of similar vessel sales;

• news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates;

• approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated;

• offers that we may have received from potential purchasers of our vessels; and

• vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers.

As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future charter-free market value of our vessels or prices that we could achieve if we were to sell them. We also refer you to the risk factor in "Item 3. Key Information—D. Risk Factors—General Shipping Industry Risk Factors—The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in some of our credit facilities and financing arrangements and we may incur a loss if we sell vessels following a decline in their market value."

Drybulk Carriers	Dwt		Year Built		Carrying Value December 31, 2017 (in millions)			Carrying Value December 31, 2018 (in millions)
Ligari		75,583		2004		5.6	*		5.3	*
Rapallo		75,123		2009		8.2	*		7.9	*
Majorca		74,477		2005		5.0	*		4.8	*
Catalina		74,432		2005		5.0	*		4.8	*
Levanto		73,925		2001		3.8	*		3.7	*
Raraka		76,037		2012		9.9	*		9.6	*
Bacon		205,170		2013		29.6	*		28.5	*
Judd		205,796		2015		32.7	*		31.5	*
Marini		205,854		2014		30.9	*		29.8	*
Morandi		205,854		2013		29.0	*		28.0	*
Huahine		206,037		2013		-			37.6	*
Castellani		82,129		2014		23.4	*		22.4	*
Kelly		81,300		2017		25.8	*		24.8	*
Matisse		81,128		2014		22.4	*		21.6	*
Nasaka		81,918		2014		21.9	*		21.0	*
Valadon		81,198		2014		22.4	*		21.5	*
Conquistador		209,090		2016		-			55.8	*
Pink Sands		208,931		2016		-			55.8	*
Xanadu		208,827		2017		-			59.3	*
Total for drybulk carriers		2,512,809			$	275.6		$	473.7

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Offshore support vessels	Dwt		Year Built		Carrying Value December 31, 2017 (in millions)			Carrying Value December 31, 2018 (in millions)
Colorado		1,430		2012		3.5	*		1.9	*
Crescendo		1,457		2012		3.5	*		1.9	*
Jubilee		1,317		2012		4.8	*		3.0	*
Emblem		1,363		2012		4.8	*		3.2	*
Jacaranda		1,360		2012		4.8	*		3.1	*
Indigo		1,401		2013		4.8	*		3.0	*
Total for offshore support vessels		8,328			$	26.2		$	16.1

Tankers	Dwt		Year Built		Carrying Value December 31, 2017 (in millions)			Carrying Value December 31, 2018 (in millions)
Balla		113,293		2017		43.9	*		42.3	*
Samsara		159,855		2017		62.3	**		60.0	**
Marfa		159,513		2017		-			55.7	*
Shiraga		320,105		2011		56.2	*		53.8	*
Stamos		115,666		2012		28.5	*		27.3	*
Botafogo		106,892		2010		-			26.4	***
Total for tanker vessels		975,324			$	190.9		$	265.5

* As of December 31, 2018 and 2017, the basic charter-free market value for the relevant fleet exceeds the vessel's carrying value.

** As of December 31, 2018 and 2017, the basic charter-free market value was lower than the vessel's carrying value. Our impairment review for the years ended December 31, 2018 and 2017, respectively, indicated that the vessel's carrying amount was recoverable through its undiscounted cash flows, thus, no impairment loss was recognized for 2018 and 2017. As of December 31, 2018, we believe that the aggregate basic charter-free market value of that vessel is below its aggregate carrying value by approximately $2.6 million.

*** As of December 31, 2018 the basic charter-free market value was lower than the vessel's carrying value. Our impairment review for the year ended December 31, 2018 indicated that the vessel's carrying amount was not recoverable through its undiscounted cash flows, thus, an impairment loss of $0.3 million was recognized for 2018.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. On an ongoing basis, we evaluate our estimates, including those related to bad debts, investments, property and equipment, intangible assets and goodwill, income taxes and share based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have described below what we believe are our most critical accounting policies that involve a high degree of judgment and the methods of their application. For a description of all of our significant accounting policies, see Note 2 to our consolidated financial statements included herein.

Vessels' Depreciation

We record the value of our vessels at their cost, which consists of the contract price and any material expenses incurred upon acquisition, initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage. Subsequent expenditures for major improvements are also capitalized when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels. Depreciation begins when the vessel is ready for its intended use, on a straight-line basis over the vessel's remaining economic useful life, after considering the estimated residual value (vessel's residual value is equal to the product of its lightweight tonnage and estimated scrap rate). We estimate the useful life of our drybulk carriers to be 25 years, the useful life of our tankers to be 25 years, the useful life of our gas carriers to be 35 years and the useful life of offshore support vessels to be 30 years from the date of initial delivery from the shipyard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations become effective.

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Long lived assets held for sale

We classify long lived assets and disposal groups as being held for sale in accordance with ASC 360, "Property, Plant and Equipment," when: (i) management has committed to a plan to sell the long lived assets; (ii) the long lived assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the long lived assets have been initiated; (iv) the sale of the long lived assets is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year; and (v) the long lived assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These long lived assets are not depreciated once they meet the criteria to be classified as held for sale.

If circumstances arise that previously were considered unlikely and, as a result, we decide not to sell a long-lived asset previously classified as held for sale, the asset  shall be reclassified as held and used. A long-lived asset that is reclassified shall be measured individually at the lower of its carrying amount before the asset or disposal group was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset or disposal group been continuously classified as held and used and its fair value at the date of the subsequent decision not to sell.

When we conclude a memorandum of agreement for the disposal of a vessel that has yet to complete a time charter, it is considered that the held for sale criteria discussed in guidance are not met until the time charter has been completed as the vessel is not available for immediate sale. As a result, such vessels are not classified as held for sale.

When we conclude a memorandum of agreement for the disposal of a vessel that has no time charter to complete or a contract that is transferable to a buyer, it is considered that the held for sale criteria discussed in the guidance are met. As a result such vesselsare classified as held for sale. Furthermore, in the period a long-lived asset meets the held for sale criteria, a loss is recognized for any reduction of the long-lived asset's carrying amount to its fair value less cost to sell.

Impairment of Long Lived Assets

We review for impairment long-lived assets and intangible long-lived assets held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, we review our assets for impairment on an asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, we evaluate the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. We evaluate the carrying amounts of our vessels, by obtaining vessel independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, we review certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions. In developing estimates of future undiscounted cash flows, we make assumptions and estimates about the vessels' future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, we determine undiscounted projected net operating cash flows for each vessel and compare them to their carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. We estimate the daily time charter equivalent for the unfixed days of drybulk, tanker, offshore gas carrier vessels based on the most recent ten year historical rates for similar vessels, adjusted for any outliers, where applicable, and utilizing available market data for each segment over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for vessels' maintenance and operating expenses (including planned drydocking and special survey expenditures), assuming an average annual inflation rate based on the global consumer price index ("CPI") changes and fleet utilization of 99% decreasing by 1.5% every five years after the first ten years. The salvage value used in the impairment test is estimated to be $250 per light weight ton (LWT) for vessels, in accordance with our vessels' depreciation policy. If our estimate of undiscounted future cash flows for any vessel, is lower than its respective carrying value, the carrying value is written down, by recording a charge to operations, to its' respective fair market value if the fair market value is lower than the vessel's carrying value.

Any impairment charges incurred as a result of declines in charter rates and other market deterioration could negatively affect our business, financial condition or operating results or the trading price of shares of our common stock.

There can be no assurance as to how long charter rates and vessel values will remain at lower levels or whether they will improve by any significant degree. Charter rates may remain at depressed levels for some time, which could adversely affect our revenue and profitability, and future assessments of vessel impairment.

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Revenue from Contracts with Customers

 On January 1, 2018, we adopted ASU 2014-09 (ASC 606) "Revenue from Contracts with Customers", issued by the FASB in May 2016 and as further amended, and elected to apply the modified retrospective method only to contracts that were not completed at January 1, 2018, the date of initial application. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods. Under the new guidance, we changed our recognition method of revenue from voyage charters from the discharge-to-discharge method to the loading-to-discharge method. In addition, under the new guidance, we began to recognize an asset for contract fulfillment costs. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue from contracts with customers and supersedes most legacy revenue recognition guidance. The core principle of the guidance in ASC 606, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in each contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in each contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Incremental costs of obtaining a contract with a customer and contract's fulfillment costs should be capitalized and amortized over the voyage period, if certain criteria are met – for incremental costs if only they are chargeable to the customer and for contract's fulfillment costs if each of the following criteria is met: (i) they relate directly to the contract, (ii) they generate or enhance the entity's resources that shall be used in the performance obligation satisfaction and (iii) are expected to be recovered. Further, in case of incremental costs, entities may elect to use a practical expedient not to capitalize them when the amortization period (voyage period) is less than one year. The effect of the adoption of the new accounting standard resulted in a cumulative adjustment of $1.0 million in the opening balance of our accumulated deficit for the fiscal year 2018, as a result of the change in the recognition method of revenues related to voyage charters and their fulfillment costs. Having not adopted ASC 606, our (i) voyage revenues would have been $185.5 million for the year ended December 31, 2018, (ii) voyage expenses would not have been materially different for the year ended December 31, 2018, (iii) trade accounts receivables would have been $14.4 million as of December 31, 2018, (iv) accrued liabilities would not have been materially different  as of December 31, 2018 and (v) no deferred contract assets would have been recognized as of December 31, 2018. Having not adopted ASC 606, our total equity would have been $637.0 million and our net income would have been $21.1 million, respectively, for the year ended December 31, 2018, or $0.21 basic and diluted earnings per share.

Accounting for Revenue and Related Expenses

We generate our revenues from chartering our vessels under time or bareboat charter agreements (including profit sharing clauses) and voyage charter agreements.

Time and bareboat charters: Vessels are chartered when a contract exists and the vessel is delivered (commencement date) to the charterer, for a fixed period of time, at rates that are generally determined in the main body of charter parties and the relevant voyage expenses burden the charterer (i.e. port dues, canal tolls, pilotages and fuel consumption). Upon delivery of the vessel, the charterer has the right to control the use of the vessel (under agreed prudent operating practices) as it has the enforceable right to: (i) decide the (re)delivery time of the vessel; (ii) arrange the ports from which the vessel shall pass; (iii) give directions to the master of the vessel regarding vessel's operations (i.e. speed, route, bunkers purchases, etc.); (iv) sub-charter the vessel and (v) consume any income deriving from the vessel's charter. Thus, time and bareboat charter agreements are accounted for as operating leases, ratably on a straight line over the duration of the charter basis in accordance with ASC 842. Any off-hires are recognized as incurred.

The charterer may charter the vessel with or without owner's crew and other operating services (time and bareboat charter, respectively). Thus, the agreed dayrates (hire rates) in the case of time charter agreements include also compensation for part of the agreed crew and other operating services provided by the owner (non-lease components). We elected to account for the lease and non-lease component of time charter agreements as a combined component in our financial statements, having taken into account that the non-lease component would be accounted for ratably on a straight-line basis over the duration of the time charter in accordance with ASC 606 and that the lease component in considered as the predominant. In this respect, we qualitative assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements.

Apart from the agreed dayrates, the owner may be entitled to an additional income, such as ballast bonus which is considered as reimbursement of owner's expenses and is recognized together with the lease component over the duration of the charter. The related ballast costs incurred over the period between the charter party date or the prior redelivery date (whichever is latest) and the delivery date to the charterer are deferred and amortized on a straight line over the duration of the charter.

Voyage charters: Voyage charter is a charter where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate per ton, regardless of time to complete. A voyage is deemed to commence upon the loading of the cargo and is deemed to end upon the completion of discharge of the current cargo. Voyage charter payments are due upon discharge of the cargo. We have determined that under our voyage charters, the charterer has no right to control any part of the use of the vessel. Thus, our voyage charters do not contain lease and are accounted for in accordance with ASC 606. More precisely, we satisfy our single performance obligation to transfer cargo under the contract over the voyage period. Thus, voyage charter revenues are recognized ratably over the loading to discharge period (voyage period).

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Voyage related and vessel operating costs: Voyage expenses primarily consist of commissions, port dues, canal and bunkers. Vessel operating costs include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs including dry-docking costs. Under voyage charter arrangements, voyage expenses that are unique to a particular charter are paid for by the Company. Under a time charter, specified voyage costs, such as bunkers and port charges are paid by the charterer and other non-specified voyage expenses, such as commissions, are paid by us. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Commissions counter, third and related party are expensed as incurred. Contract fulfillment costs (mainly consisting of bunker expenses and port dues) for voyage charters are recognized as a deferred contract cost and amortized over the voyage period when the relevant criteria under ASC 340-40 are met or are expensed as incurred. We have made an accounting policy election to also recognized contract fulfillment costs for time charters under ASC 340-40. All vessel operating expenses are expensed as incurred.

Deferred revenue: Deferred revenue primarily relates to cash advances received from charterers. These amounts are recognized as revenue over the charter period.

Deferred contract costs: Deferred contract costs relate to unamortized contract fulfillment costs incurred by the Company during the period from the latter of the charter party date or last discharge or redelivery date to loading or delivery date for voyage and time charter agreements respectively. They are recorded under "Other current assets" and are recognized as voyage expenses and amortized over the voyage or charter period.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), as amended, which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting, neither changes the lease classification criteria. For public companies, the standard is effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted.

Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. Under that transition method, an entity initially applies the new leases standard (subject to specific transition requirements and optional practical expedients) at the beginning of the earliest period presented in the financial statements (which is January 1, 2017, for calendar-year-end public business entities that adopt the new leases standard on January 1, 2019).

In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842) – Targeted Improvements. The amendments in this Update: (i) provide entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; and, (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (ASC 606) and both of the following are met: (a) the timing and pattern of transfer of the non-lease component(s) and associated lease component are the same, and (b) the lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842.

Leases between related parties are classified in accordance with the lease classification criteria applicable to all other leases on the basis of the legally enforceable terms and conditions of the lease.

We elected to early adopt ASU No. 2016-02, "Leases" (ASC 842), as amended, in the 4^th quarter of 2018 with adoption reflected as of January 1, 2018, the beginning of the annual period in accordance with ASC 250, using the modified retrospective method, and elected to apply the additional and optional transition method to existing leases at the beginning of the period of adoption of January 1, 2018. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods (ASC 840), including the disclosure requirements. Under the new guidance, we elected certain practical expedients : (i) a package of practical expedients which does not require us to reassess: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether initial direct costs for any expired or existing leases would qualify for capitalization under ASC 842; (ii) to account for non-lease components (primarily crew and maintenance services) of time charters as a single lease component as the timing and pattern of transfer of the non-lease components and associated lease component are the same, the lease components, if accounted for separately would be classified as an operating lease, and such non-lease components are not predominant components of the combined component. We qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements. Therefore, the Company accounts for the combined component as a lease under ASC 842. We did not have any lease arrangements in which it was a lessee at the adoption date.

Compensation for ballast voyages (vessel repositioning after lease inception but prior to lease commencement which takes place upon the delivery of the vessel to the charterer) is deferred and recognized over the charter period. We also elected to make an accounting policy election to recognize an asset for contract fulfillment costs (primarily bunkers costs related to ballast voyages) in accordance with ASC 340-40.

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The effect of the adoption of the new accounting standard resulted into a cumulative adjustment of $0.7 million to the opening balance of our accumulated deficit for the fiscal year 2018.

Finance lease – Lessee

In accordance with ASC 842, at the commencement date of a finance lease, we, as a lessee, recognize a finance lease liability at the present value of the lease payments to be made over the lease term and a right-of-use asset at cost which consists of all of the following; (1) an amount equal to the lease liability present value; (2)the lease payments made to the lessor at or before the commencement date, less any lease incentives received; and (3) the initial direct costs incurred by the lessee.

After the commencement date, we recognize depreciation of the right-of-use asset and separately recognizes interest on the lease liability for a finance lease.

Over the lease term, the carrying amount of the lease liability is reduced by the lease payments, with any change over the lease payments already included in the lease liability to be recognized as interest and finance cost in the period they are incurred and increased by the finance lease interest cost (unwinding effect of discount rate). Any lease payments not included in the lease liability are recognized in the period in which their obligation is incurred under interest and finance cost.

The right-of-use asset is depreciated on a straight-line basis, unless another systematic basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset's future economic benefits, over the shorter of the lease term or the useful life of the right-of-use asset; and tested for any impairment losses along with our long-lived assets. The depreciation period is the remaining life of the underlying asset if the lessee is reasonably certain to exercise an option to purchase the underlying asset or if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

Sale-leaseback transactions

In accordance with ASC 842, we, as seller-lessee, determine whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for us, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing by us as it effectively retains control of the underlying asset.

If the transfer of the asset meets the criteria of sale, we (seller-lessee) recognize the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognize the carrying amount of the underlying asset and account for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, we do not derecognize the transferred asset, account for any amounts received as a financing arrangement and recognize the difference between the amount of consideration received and the amount of consideration to be paid as interest.

Investments in Affiliates

Affiliates are entities over which we generally have between 20% and 50% of the voting rights, or over which we have significant influence, but over which we do not exercise control. Investments in these entities are accounted for by the equity method of accounting. Under this method we record an investment in the stock of an affiliate at cost or at fair value in case of a retained investment in the common stock of an investee in a deconsolidation transaction, and adjust the carrying amount for our share of the earnings or losses of the affiliate subsequent to the date of investment and report the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. When our share of losses in an affiliate equals or exceeds our interest in the affiliate, we do not recognize further losses, unless we have incurred obligations or made payments on behalf of the affiliate.

In accordance with ASC 825-10 entities are allowed to elect to measure certain financial assets and financial liabilities (as well as certain non-financial instruments that are similar to financial instruments) at fair value. Equity method investments are eligible for the fair value option.

If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, ASC 825-10-25-7 requires that the fair value option be applied to all of the investor's eligible interests in that investee. The fair value option election is non-revocable even if the company loses significant influence over the investee. Under the fair value model, an investment in an affiliate is recognized initially at the transaction price and at each reporting date, an investor shall measure its investments in affiliates at fair value, with changes recognized in profit or loss.

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Selected Financial Data

During 2016, we sold all our shares in Ocean Rig and no longer hold any equity interest in Ocean Rig.

During 2017, we (i) re-entered the tanker market by acquiring four tanker vessels and (ii) entered the gas carrier segment by acquiring four newbuilding VLGCs from entities that may be deemed to be beneficially owned by Mr. Economou.

During 2018, we operated in four reportable segments: the drybulk carrier segment, the tanker segment, the offshore support segment and until the disposal dates of our VLGCs, the gas carrier segment.

The table below reflects our voyage days, calendar days, fleet utilization and TCE rates for our drybulk, tanker, gas carrier and offshore support vessels for the periods indicated. Please see "Item 3. Key Information—A. Selected Financial Data" for information concerning the calculation of TCE rates.

Drybulk Carrier Segment

	Year Ended December 31,
	2016			2017			2018
Average number of vessels		19.4			18.1			19.2
Total voyage days for fleet		6,404			6,534			6,947
Total calendar days for fleet		7,116			6,604			7,024
Fleet utilization		89.99	%		98.94	%		98.90	%
Time charter equivalent	$	3,658		$	8,544		$	12,405

Tanker Segment

	Year Ended December 31,
	2016		2017			2018
Average number of vessels		—		2.5			4.6
Total voyage days for fleet		—		911			1,685
Total calendar days for fleet		—		911			1,685
Fleet utilization		—		100	%		100	%
Time charter equivalent	$	—	$	13,216		$	20,715

Gas Carrier Segment

	Year Ended December 31,
	2016		2017			2018
Average number of vessels		—		1.0			3.3
Total voyage days for fleet		—		355			1,197
Total calendar days for fleet		—		355			1,197
Fleet utilization		—		100	%		100	%
Time charter equivalent	$	—	$	27,994		$	27,883

Offshore Support Segment

	Year Ended December 31,
	2016			2017			2018
Average number of vessels		6.0			6.0			6.0
Total voyage days for fleet		1,615			439			-
Total calendar days for fleet		2,196			2,190			2,190
Fleet utilization		73.54	%		20.05	%		-
Time charter equivalent	$	11,949		$	7,314		$	-

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Year ended December 31, 2018 compared to the year ended December 31, 2017

(Expressed in thousands of U.S. Dollars)

	Year endedDecember 31,						Change
	2017			2018			Amount			%
Voyage and time charter revenues (including amortization of acquired time charters)	$	100,716		$	186,135		$	85,419			84.8	%
Total Revenues		100,716			186,135			85,419			84.8	%
EXPENSES:
Voyage expenses		19,704			31,676			11,972			60.8	%
Vessels operating expenses		60,260			68,391			8,131			13.5	%
Depreciation		14,966			25,881			10,915			72.9	%
Impairment loss,(gain)/loss from sale of vessels and vessel owning companies and other		(4,125	)		(9,623	)		(5,498	)		133.3	%
General and administrative expenses		30,972			28,314			(2,658	)		(8.6	) %
Other, net		(12	)		853			865			(7,208.3	) %
Operating income/(loss)		(21,049	)		40,643			61,692			(293.1	) %
OTHER INCOME/(EXPENSES):
Interest and finance costs		(14,707	)		(21,779	)		(7,072	)		48.1	%
Interest income		1,365			2,833			1,468			107.5	%
Loss on private placement		(7,600	)		-			7,600			(100.0	) %
Other, net		(401	)		89			490			(122.2	) %
Total other expenses, net		(21,343	)		(18,857	)		2,486			(11.6	) %
INCOME/(LOSS) BEFORE INCOME TAXES		(42,392	)		21,786			64,178			(151.4	) %
Income taxes		(152	)		(6	)		146			(96.1	) %
NET INCOME/(LOSS)	$	(42,544	)	$	21,780		$	64,324			(151.2	) %

Revenues

Drybulk carrier segment

Voyage revenues increased by $28.6 million, or 43.5%, to $94.3 million for the year ended December 31, 2018, as compared to $65.7 million for the year ended December 31, 2017. The increase is mainly attributable to (i) an additional $23.0 million in revenue generated by higher hire charter rates during the year ended December 31, 2018, as compared to the year ended December 31, 2017 and (ii) an additional $5.6 million in revenue generated as a result of 6,947 total voyage days during the year ended December 31, 2018, as compared to 6,534 voyage days during the year ended December 31, 2017. Without applying ASU 2014-09 (Topic 606), voyage revenues generated by our drybulk carrier segment would not have been materially different for the year ended December 31, 2018.

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Tanker segment

Voyage revenues increased by $36.1 million, or 172.7%, to $57.0 million for the year ended December 31, 2018, as compared to $20.9 million for the year ended December 31, 2017. The increase is mainly attributable to (i) an additional $10.0 million in revenue generated by higher charter rates during the year ended December 31, 2018, as compared to the year ended December 31, 2017 and (ii) an additional $26.1 million in revenue generated as a result of 1,685 total voyage days during the year ended December 31, 2018, as compared to 911 voyage days during the year ended December 31, 2017. Without applying ASU 2014-09 (Topic 606), voyage revenues generated by our tanker segment would have been $56.4 million for the year ended December 31, 2018.

Gas carrier segment

Voyage revenues increased by $24.5 million, or 237.9%, to $34.8 million for the year ended December 31, 2018, as compared to $10.3 million for the year ended December 31, 2017. The increase is attributable to an average of 3.3 VLGCs operating in our fleet during the year ended December 31, 2018, as compared to an average of 1.0 VLGCs operating in our fleet during the year ended December 31, 2017.

Offshore support segment

Voyage revenues decreased to $0 or 100.0%, from $3.8 million for the year ended December 31, 2017. The decrease is attributable to 6.0 offshore support vessels laid up during the year ended December 31, 2018, as compared to 4.8 in average offshore support vessels laid up during the year ended December 31, 2017.

Voyage expenses

Drybulk carrier segment

Voyage expenses decreased by $1.7 million, or 17.2%, to $8.2 million for the year ended December 31, 2018, as compared to $9.9 million for the year ended December 31, 2017. The decrease is mainly attributable to $3.0 million in lower bunker costs, which was partly offset by a $1.7 million increase in revenue commissions. Without applying ASU 2014-09 (Topic 606), voyage expenses incurred by our drybulk carrier segment would not have been materially different for the year ended December 31, 2018.

Tanker segment

Voyage expenses increased by $13.3 million, or 151.1%, to $22.1 million for the year ended December 31, 2018, as compared to $8.8 million for the year ended December 31, 2017. The increase is mainly attributable to an average of 4.6 tanker vessels operating in our fleet during the year ended December 31, 2018, as compared to an average of 2.5 tanker vessels operating in our fleet during the year ended December 31, 2017. Without applying ASU 2014-09 (Topic 606), voyage expenses incurred by our tanker segment would not have been materially different for the year ended December 31, 2018.

Gas carrier segment

Voyage expenses increased by $1.0 million, or 250.0%, to $1.4 million for the year ended December 31, 2018, as compared to $0.4 million for the year ended December 31, 2017. The increase is attributable to an average of 3.3 VLGCs operating in our fleet during the year ended December 31, 2018, as compared to an average of 1.0 VLGCs operating in our fleet during the year ended December 31, 2017.

Offshore support segment

Voyage expenses decreased to $0 million or 100.0% from $0.6 million for the year ended December 31, 2017. The decrease is attributable to 6.0 offshore support vessels laid up during the year ended December 31, 2018, as compared to 4.8 in average offshore support vessels laid up during the year ended December 31, 2017.

Vessels' operating expenses

Drybulk carrier segment

Vessels' operating expenses increased by $4.6 million, or 11.5%, to $44.6 million for the year ended December 31, 2018, as compared to $40.0 million for the year ended December 31, 2017. During the year ended December 31, 2018, three Newcastlemax vessels underwent dry-dock, as compared to two Panamax vessels during the year ended December 31, 2017, resulting to an increase of $4.2 million in vessels' operating expenses.

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Tanker segment

Vessels' operating expenses increased by $3.9 million, or 44.3%, to $12.7 million for the year ended December 31, 2018, as compared to $8.8 million for the year ended December 31, 2017. The increase is mainly attributable to an average of 4.6 tanker vessels operating in our fleet during the year ended December 31, 2018, as compared to an average of 2.5 tanker vessels operating in our fleet during the year ended December 31, 2017, slightly offset by a $2.5 million decrease in initial expenses and daily operating expense in connection with new-building tankers acquired during the year ended December 31, 2017.

Gas carrier segment

Vessels' operating expenses increased by $4.6 million, or 80.7%, to $10.3 million for the year ended December 31, 2018, as compared to $5.7 million for the year ended December 31, 2017. The increase is attributable to an average of 3.3 VLGCs operating in our fleet during the year ended December 31, 2018, as compared to an average of 1.0 VLGCs operating in our fleet during the year ended December 31, 2017.

Offshore support segment

Vessels' operating expenses decreased by $5.0 million, or 86.2%, to $0.8 million for the year ended December 31, 2018, as compared to $5.8 million for the year ended December 31, 2017. The decrease is attributable to 6.0 offshore support vessels laid up during the year ended December 31, 2018, as compared to 4.8 in average offshore support vessels laid up during the year ended December 31, 2017.

Depreciation

Drybulk carrier segment

Depreciation expense increased by $4.8 million, or 65.8%, to $12.1 million for the year ended December 31, 2018, as compared to $7.3 million for the year ended December 31, 2017. The increase during the year ended December 31, 2018 is mainly attributable to a higher average daily depreciation charge, as a result of fleet renewal with higher value drybulk carriers.

Tanker segment

Depreciation expense increased by $4.0 million, or 85.1%, to $8.7 million for the year ended December 31, 2018, as compared to $4.7 million for the year ended December 31, 2017. The increase is mainly attributable to an average of 4.6 tanker vessels operating in our fleet during the year ended December 31, 2018, as compared to an average of 2.5 tanker vessels operating in our fleet during the year ended December 31, 2017.

Gas carrier segment

Depreciation expense increased by $2.2 million, or 110.0%, to $4.2 million for the year ended December 31, 2018, as compared to $2.0 million for the year ended December 31, 2017. The increase is attributable to an average of 3.3 VLGCs operating in our fleet during the year ended December 31, 2018, as compared to an average of 1.0 VLGCs operating in our fleet during the year ended December 31, 2017.

Offshore support segment

Depreciation expense decreased by $0.1 million, or 10.0%, to $0.9 million for the year ended December 31, 2018, as compared to $1.0 million for the year ended December 31, 2017. The decrease is mainly attributable to the write down of the offshore support vessels' carrying value to their fair value based on independent valuations as a result of the impairment review performed for the third quarter of 2018.

Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other

Drybulk carrier segment

Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other amounted to a gain of $27.0 million for the year ended December 31, 2018, as compared to a gain of $4.4 million for the year ended December 31, 2017. The increase of $22.5 million or 511.4% is attributed to the sale of six Panamax drybulk carriers the Maganari, Redondo, Marbella, Bargara, Mendocino and Capitola from May 2018 to August 2018, whereas in December 2017 we sold one Panamax drybulk carrier the Ecola.

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Tanker segment

Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other amounted to a loss of $0.3 million for the year ended December 31, 2018. The loss is a result of an impairment review of our tanker vessels for the year ended December 31, 2018, which indicated that the carrying amount of one of our tanker vessels was not recoverable and resulted in the recognition of the above impairment charge. No such loss was recorded during the same period in 2017.

Gas carrier segment

Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other amounted to a loss of $7.6 million for the year ended December 31, 2018. On July 4, 2018, we entered into four Memoranda of Agreement to sell our four VLGCs and re-classified these vessels as held for sale. Consequently, we recorded an impairment loss of $7.3 million as a result of the reduction of the carrying amount of each vessel to its fair value less cost to sell. Our four VLGCs were delivered to their new owners during the fourth quarter of 2018 and an additional total loss of $0.3 million was recorded for the year ended December 31, 2018. No such loss was recorded during the same period in 2017.

Offshore support segment

Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other amounted to a loss of $9.5 million for the year ended December 31, 2018, as compared to $0.3 million for the year ended December 31, 2017. The $9.5 million loss is a result of an impairment review of our offshore support vessels for the year ended December 31, 2018, which indicated that the carrying amount of our offshore support vessels was not recoverable and resulted in the recognition of the above impairment charge.

General and administrative expenses

Drybulk carrier segment

General and administrative expenses decreased by $3.2 million, or 16.8%, to $15.9 million for the year ended December 31, 2018, compared to $19.1 million for the year ended December 31, 2017. General and administrative expenses decreased mainly due to fewer financing transactions costs incurred during the year ended December 31, 2018, as compared to the year ended December 31, 2017.

Tanker segment

General and administrative expenses increased by $1.4 million, or 58.3%, to $3.8 million for the year ended December 31, 2018, compared to $2.4 million for the year ended December 31, 2017. The increase is mainly attributable to financing transactions costs incurred during the year ended December 31, 2018 for our four tankers delivered on or after April 27, 2017 and to the increase in management fees as a result of owning an average of 4.6 tankers during the year ended December 31, 2018, as compared to owning an average of 2.5 tankers during the same period in 2017.

Gas carrier segment

General and administrative expenses increased by $1.7 million, or 94.4%, to $3.5 million for the year ended December 31, 2018, compared to $1.8 million for the year ended December 31, 2017. The increase is attributable to an average of 3.3 VLGCs operating in our fleet during the year ended December 31, 2018, as compared to an average of 1.0 VLGCs operating in our fleet during the same period in 2017 and to the three-month management fee penalty as a result of the sale of our four VLGCs during the fourth quarter of 2018.

Offshore support segment

General and administrative expenses decreased by $2.6 million, or 33.8%, to $5.1 million for the year ended December 31, 2018, compared to 7.7 million for the year ended December 31, 2017. The decrease is mainly attributable to fewer financing transactions costs incurred during the year ended December 31, 2018 compared to the same period in 2017 and the set-up fee related to the new management agreement effective January 1, 2017 with TMS Offshore, which did not recur in 2018.

Operating Expenses: Other, net

Drybulk carrier segment

The drybulk carrier segment did not incur any material other, net gain or loss during the relevant periods.

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Tanker segment

The tanker segment did not incur any other, net gain or loss during the relevant periods.

Gas carrier segment

The gas carrier segment did not incur any other, net gain or loss during the relevant periods.

Offshore support segment

The offshore support segment had other, net loss of $0.9 million for the year ended December 31, 2018, as compared to no material other, net gain or loss for the year ended December 31, 2017. The loss in the year ended December 31, 2018 relates mainly to the settlement of balances outstanding for the Brazilian operations of our offshore support vessels in prior years.

Interest and finance costs

Drybulk carrier segment

Interest and finance costs decreased by $3.9 million, or 28.9%, to $9.6 million for the year ended December 31, 2018, as compared to $13.5 million for the year ended December 31, 2017. The decrease in interest and finance costs during the year ended December 31, 2018 is mainly attributable to the full repayment of the Loan Facility Agreement with Sierra, partially offset by the interest and finance costs incurred from new secured credit facilities, financing arrangements and finance lease agreements that we entered into during the year.

Tanker segment

Interest and finance costs amounted to $4.9 million for the year ended December 31, 2018, representing interest and finance costs from (i) the secured credit facility dated January 24, 2018 for our four tankers delivered on or after April 27, 2017, (ii) the secured credit facility assumed on June 8, 2018 and (iii) the secured credit facility assumed on December 14, 2018. The tanker segment did not incur any interest and finance costs during the same period in 2017.

Gas carrier segment

Interest and finance costs increased by $6.1 million, or 508.3%, to $7.3 million for the year ended December 31, 2018, as compared to $1.2 million for the year ended December 31, 2017. The increase is mainly attributable to (i) the additional interest-payable days and amortization days in connection with the secured credit facility dated June 22, 2017 that partially financed our four VLGCs delivered on or after June 28, 2017 and (ii) the write-off of the unamortized finance fees in connection with the full repayment of the secured credit facility dated June 22, 2017, during the fourth quarter of 2018 as a result of the VLGCs disposal to unaffiliated buyers.

Offshore support segment

The offshore support segment did not incur any material interest and finance costs during the relevant periods.

Interest income

Drybulk carrier segment

Interest income amounted to $2.5 million for the year ended December 31, 2018, as compared to $1.3 million for the year ended December 31, 2017. The increase is due to increased cash balances during the year ended December 31, 2018, as compared to the same period in 2017.

Tanker segment

The tanker segment did not earn any material interest income during the relevant periods.

Gas carrier segment

Interest income amounted to $0.3 million for the year ended December 31, 2018. The gas carrier segment did not earn any material interest income during the relevant period in 2017.

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Offshore support segment

The offshore support segment did not earn any material interest income during the relevant periods.

Loss on private placement

Drybulk carrier segment

The drybulk carrier segment incurred a loss of $5.1 million for the year ended December 31, 2017 associated with the closing of the private placement relating to the bulker fleet. No such transaction occurred during the same period in 2018.

Tanker segment

The tanker segment incurred a loss of $0.6 million for the year ended December 31, 2017 associated with the closing of the private placement relating to the tanker fleet. No such transaction occurred during the same period in 2018.

Gas carrier segment

The gas carrier segment incurred a loss of $0.1 million for the year ended December 31, 2017 associated with the closing of the private placement relating to the gas carrier fleet. No such transaction occurred during the same period in 2018.

Offshore support segment

The offshore support segment incurred a loss of $1.8 million for the year ended December 31, 2017 associated with the closing of the private placement relating to the offshore support fleet. No such transaction occurred during the same period in 2018.

Other income / (expenses): Other, net

Drybulk carrier segment

The drybulk carrier segment incurred a loss of $0.1 million for the year ended December 31, 2018, as compared to a loss of $0.2 million for the year ended December 31, 2017.

Tanker segment

The tanker segment incurred a gain of $0.1 million for the year ended December 31, 2018, as compared to a loss of $0.1 million for the year ended December 31, 2017. The gain and the loss for the years ended December 31, 2018 and 2017 respectively are due to foreign currency exchange rate differences.

Gas carrier segment

The gas carrier segment did not incur any material other, net gains or losses during the relevant periods.

Offshore support segment

The offshore support segment incurred a gain of $0.2 million for the year ended December 31, 2018, as compared to a loss of $0.1 million for the year ended December 31, 2017. The gain and the loss for the years ended December 31, 2018 and 2017 respectively are due to foreign currency exchange rate differences.

Income taxes

Drybulk carrier segment

We did not incur any income taxes related to international shipping income generated by our drybulk carrier segment for the year ended December 31, 2018, as compared to $0.1 million during the year ended December 31, 2017.

Tanker segment

We did not incur any income taxes on international shipping income in our tanker segment for the relevant periods.

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Gas carrier segment

We did not incur any income taxes related to international shipping income generated by our gas carrier segment for the year ended December 31, 2018, as compared to $0.1 million during the year ended December 31, 2017.

Offshore support segment

We did not incur any material income taxes on international shipping income in our offshore support segment for the relevant periods.

Year ended December 31, 2017 compared to the year ended December 31, 2016

(Expressed in thousands of U.S. Dollars)

	Year ended December 31,						Change
	2016			2017			Amount			%
REVENUES:
Voyage and time charter revenues (including amortization of acquired time charters)	$	51,934		$	100,716		$	48,782			93.9	%
Total Revenues		51,934			100,716			48,782			93.9	%
EXPENSES:
Voyage expenses		9,209			19,704			10,495			114.0	%
Vessels operating expenses		47,443			60,260			12,817			27.0	%
Depreciation and amortization		3,466			14,966			11,500			331.8	%
Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other		106,343			(4,125	)		(110,468	)		(103.9	)%
Impairment on goodwill		7,002			-			(7,002	)		(100.0	)%
General and administrative expenses		39,708			30,972			(8,736	)		(22	)%
Other, net		(2,138	)		(12	)		2,126			(99.4	)%
Operating loss		(159,099	)		(21,049	)		138,050			(86.8	)%
OTHER INCOME /(EXPENSES):
Interest and finance costs		(8,857	)		(14,707	)		(5,850	)		66.0	%
Gain on debt restructuring		10,477			-			(10,477	)		(100.0	)%
Interest income		81			1,365			1,284			1,585.2	%
Loss on Private Placement		-			(7,600	)		(7,600	)		N/A
Gain/(Loss) on interest rate swaps		403			-			(403	)		(100.0	)%
Other, net		(199	)		(401	)		(202	)		101.5	%
Total other income/(expenses), net		1,905			(21,343	)		(23,248	)		1,220.4	%
LOSS BEFORE INCOME TAXES AND LOSSES OF AFFILIATED COMPANIES		(157,194	)		(42,392	)		114,802			(73.0	)%
Income taxes		(38	)		(152	)		(114	)		300.0	%
Losses of affiliated companies		(41,454	)		-			41,454			(100.0	)%
NET LOSS	$	(198,686	)	$	(42,544	)	$	156,142		$	(78.6	)%

Revenues

Drybulk carrier segment

Voyage revenues increased by $34.9 million, or 113.3%, to $65.7 million for the year ended December 31, 2017, as compared to $30.8 million for the year ended December 31, 2016. The aforementioned increase is attributable to higher hire charter rates during the year ended December 31, 2017, amounted to $33.6 million and to an increase in total voyage days by 130 days from 6,404 days to 6,534 days during the year ended December 31, 2017, as compared to the year ended December 31, 2016. The increase in voyage days is due to the decrease in laid up days for our vessels during the year ended December 31, 2017, partly offset by the decrease of the average number of vessels in our fleet by 1.4 vessels due to the sale of ten vessels and vessel owning companies during the year ended December 31, 2016.

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Tanker segment

Voyage revenues amounted to $20.9 million for the year ended December 31, 2017, representing revenues from four tankers, all of which were acquired during the year ended December 31, 2017. No revenues were recorded for the tanker segment during the same period in 2016, when no tankers were owned or operated by the Company.

Gas carrier segment

Voyage revenues amounted to $10.3 million for the year ended December 31, 2017, representing revenues from three VLGCs which were acquired during the year ended December 31, 2017. No revenues were recorded for the gas carrier segment during the same period in 2016, when no VLGCs were owned or operated by the Company.

Offshore support segment

Voyage revenues decreased by $17.3 million, or 82.0%, to $3.8 million for the year ended December 31, 2017, as compared to $21.1 million for the year ended December 31, 2016. The decrease is mainly due to the termination of the contracts with Petrobras Brasileiro S.A., or Petrobras, for the vessels Crescendo, Jubilee, Indigo and Jacaranda, effective as of March 6, 2016, March 9, 2016, April 6, 2016 and May 3, 2017, respectively, as well as the expiration of the contracts with Petrobras for the vessels Colorado and Emblem on December 27, 2016 and June 21, 2017, respectively.

Voyage expenses

Drybulk carrier segment

Voyage expenses increased by $2.6 million, or 35.6%, to $9.9 million for the year ended December 31, 2017, as compared to $7.3 million for the year ended December 31, 2016. The increase in voyage expenses is as a result of the corresponding increase in voyage revenues.

Tanker segment

Voyage expenses amounted to $8.8 million for the year ended December 31, 2017, representing expenses from the four tankers acquired during the year ended December 31, 2017. No voyage expenses were recorded for the tanker segment during the same period in 2016, when no tankers were owned or operated by the Company.

Gas carrier segment

Voyage expenses amounted to $0.4 million for the year ended December 31, 2017 and are associated mainly to revenue commissions for our three VLGCs. No voyage expenses were recorded for the gas carrier segment during the same period in 2016, when no gas carriers were owned or operated by the Company.

Offshore support segment

Voyage expenses decreased by $1.3 million, or 68.4%, to $0.6 million for the year ended December 31, 2017, as compared to $1.9 million for the year ended December 31, 2016. The decrease relates to the corresponding decrease in voyage revenues.

Vessels' operating expenses

Drybulk carrier segment

Vessels' operating expenses increased by $7.5 million, or 23.1%, to $40.0 million for the year ended December 31, 2017, as compared to $32.5 million for the year ended December 31, 2016. The increase is mainly attributable to initial expenses incurred for the newly delivered vessels, partly offset by a decrease of average number of operating vessels by 1.4 vessels from 19.5 during the year ended December 31, 2016 to 18.1 during the year ended December 31, 2017.

Tanker segment

Vessels' operating expenses amounted to $8.8 million for the year ended December 31, 2017, representing expenses from four tankers that were acquired during the year ended December 31, 2017. No operating expenses were recorded for the tanker segment during the same period in 2016, when no tankers were owned or operated by the Company.

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Gas carrier segment

Vessels' operating expenses amounted to $5.7 million for the year ended December 31, 2017, representing expenses for three VLGCs acquired during the year ended December 31, 2017. No operating expenses were recorded for the gas carrier segment during the same period in 2016, when no gas carriers were owned or operated by the Company.

Offshore support segment

Vessels' operating expenses decreased by $9.1 million, or 61.1%, to $5.8 million for the year ended December 31, 2017, as compared to $14.9 million for the year ended December 31, 2016. The decrease is mainly due to the lay up of the vessels Crescendo, Jubilee and Indigo during 2016 and of vessels Colorado, Jacaranda and Emblem during 2017.

Depreciation

Drybulk carrier segment

Depreciation expense amounted to $7.3 million for the year ended December 31, 2017, as compared to $0 for the year ended December 31, 2016. No depreciation charge was recorded for our drybulk carriers for the year ended December 31, 2016 due to the classification of the vessels as held for sale. The vessels were reclassified as held and used, effective December 31, 2016.

Tanker segment

Depreciation expense amounted to $4.7 million for the year ended December 31, 2017 and is related to the four tankers acquired during the year ended December 31, 2017. The tanker segment did not incur any depreciation charges during the same period in 2016, when no tankers were owned or operated by the Company.

Gas carrier segment

Depreciation expense amounted to $2.0 million for the year ended December 31, 2017 and is related to the three VLGCs acquired during the year ended December 31, 2017. No depreciation charge was recorded for the gas carrier segment during the same period in 2016, when no gas carriers were owned or operated by the Company.

Offshore support segment

Depreciation expense decreased by $2.5 million, or 71.4%, to $1.0 million for the year ended December 31, 2017, as compared to $3.5 million for the year ended December 31, 2016. The decrease is due to the decreased net book value of the vessels on January 1, 2017, as compared to their book values as of January 1, 2016, as a result of the impairment loss charged to the offshore support fleet as of December 31, 2016.

Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other

Drybulk carrier segment

During the year ended December 31, 2016, we recorded a charge of $35.5 million included in "Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other" due to the gain/loss from the sale of vessels and vessel owning companies amounting to $22.1 million, the deterioration of the market values of the vessels held for sale as of March 31, 2016, which resulted in a reduction of their carrying amounts to their fair value less cost to sell amounting to $18.3 million, partially offset by $3.0 million as a result of the revaluation of three vessels to their values based on their agreed purchase prices and $1.9 million resulting from the gain recognized due to the reclassification of the vessels held for sale as held and used on December 31, 2016. For the year ended December 31, 2017, we recorded a gain of $4.4 million attributable to the sale of drybulk Ecola on December 29, 2017.

Tanker segment

The tanker segment did not incur any impairment loss, (gain)/loss from sale of vessels and vessel owning companies or other during the relevant periods.

Gas carrier segment

The gas carrier segment did not incur any impairment loss, (gain)/loss from sale of vessels and vessel owning companies or other during the relevant periods.

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Offshore support segment

Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other decreased by $70.6 million, or 99.6%, to $0.3 million for the year ended December 31, 2017, as compared to $70.9 million for the year ended December 31, 2016. The decrease is mainly due to impairment review that indicated that the carrying amount of our offshore support vessels was not recoverable and, resulted in the recognition of a charge amounting to $65.7 million and to the higher write offs of the fair value of the above market acquired time charter contracts that were terminated early by Petrobras during the year ended December 31, 2016, which amounted to $5.2 million as compared to $0.3 million during the same period in 2017.

Impairment on goodwill

Drybulk carrier segment

The drybulk segment did not incur any impairment on goodwill during the relevant periods.

Tanker segment

The tanker segment did not incur any impairment on goodwill during the relevant periods.

Gas carrier segment

The gas carrier segment did not incur any impairment on goodwill during the relevant periods.

Offshore support segment

Impairment on goodwill for the offshore support segment amounted to $7.0 million for the year ended December 31, 2016 due to the outcome of the annual review of goodwill. No such loss was recorded during the same period in 2017.

General and administrative expenses

Drybulk carrier segment

General and administrative expenses decreased by $10.9 million, or 36.3%, to $19.1 million for the year ended December 31, 2017, compared to $30.0 million for the year ended December 31, 2016. General and administrative expenses decreased mainly due to lower fees paid under the new management agreement with TMS Bulkers and other related entities, effective January 1, 2017.

Tanker segment

General and administrative expenses amounted to $2.4 million for the year ended December 31, 2017 and are related to the four tankers acquired during the year ended December 31, 2017. The tanker segment did not incur any general and administrative expenses during the same period in 2016, when no tankers were owned or operated by the Company.

Gas carrier segment

General and administrative expenses amounted to $1.8 million for the year ended December 31, 2017 and are related to the three VLGCs acquired during the year ended December 31, 2017. The gas carrier segment did not incur any general and administrative expenses during the same period in 2016, when no gas carriers were owned or operated by the Company.

Offshore support segment

General and administrative expenses decreased by $2.1 million, or 21.4%, to $7.7 million for the year ended December 31, 2017, compared to $9.8 million for the year ended December 31, 2016. The decrease in general and administrative expenses is mainly due to the termination of the agreement with Galaxia Maritima, Brazilian provider, partly offset by the higher fees paid under the new management agreement with TMS Offshore Services and other related entities, effective January 1, 2017.

Operating Expenses: Other, net

Drybulk carrier segment

Other, net amounted to a gain of $0.1 million for the year ended December 31, 2017, as compared to a gain of $2.1 million for the year ended December 31, 2016.

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Tanker segment

The tanker segment did not incur any other expenses during the relevant periods.

Gas carrier segment

The gas carrier segment did not incur any other expenses during the relevant periods.

Offshore support segment

The offshore support segment did not incur any material other expenses during the relevant periods.

Interest and finance costs

Drybulk carrier segment

Interest and finance costs increased by $4.8 million, or 55.2%, to $13.5 million for the year ended December 31, 2017, as compared to $8.7 million for the year ended December 31, 2016. The increase is mainly due to increased interest and finance costs from related party credit facilities, partly offset by the loans associated with the vessels and vessel owning companies sold during 2016 that were either repaid or transferred to the new owners of vessel owning companies.

Tanker segment

The tanker segment did not incur any material interest and finance costs during the relevant periods.

Gas carrier segment

Interest and finance costs amounted to $1.2 million for the year ended December 31, 2017 and are associated with drawdowns under the $150.0 million secured credit facility dated June 22, 2017, obtained to partially finance the construction costs of our four VLGC newbuildings, three of which were delivered during the period. The gas carrier segment did not incur any interest and finance costs during the year ended December 31, 2016.

Offshore support segment

The offshore support segment did not incur any material interest and finance costs during the relevant periods.

Interest income

Drybulk carrier segment

Interest income amounted to $1.3 million for the year ended December 31, 2017, as compared to $0.1 million for the year ended December 31, 2016. The increase is due to increased cash balances during the year ended December 31, 2017, as compared to the same period in 2016.

Tanker segment

The tanker segment did not earn any material interest income during the relevant periods.

Gas carrier segment

The gas carrier segment did not earn any material interest income during the relevant periods.

Offshore support segment

The offshore support segment did not earn any material interest income during the relevant periods.

Gain on debt restructuring

Drybulk carrier segment

Gain on debt restructuring amounted to $10.5 million during the year ended December 31, 2016 and resulted from the agreements concluded with some of our lenders for the settlement of the respective loan facilities. No such gain incurred during the same period in 2017.

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Tanker segment

The tanker segment did not incur any such gain during the relevant periods.

Gas carrier segment

The gas carrier segment did not incur any such gain during the relevant periods.

Offshore support segment

The offshore support segment did not incur any such gain during the relevant periods.

Gain on interest rate swaps

Drybulk carrier segment

There was no gain or loss on interest rate swaps for the year ended December 31, 2017, as compared to a gain of $0.9 million for the year ended December 31, 2016. The gain recorded for the year ended December 31, 2016 was mainly due to the expiration of the swaps associated with certain sold vessels and vessel owning companies.

Tanker segment

There was no gain or loss on interest rate swaps for the year ended December 31, 2017, as compared to a loss on interest rate swaps of $0.5 million realized for the year ended December 31, 2016. The decrease for the year ended December 31, 2017 is due to termination of the respective swaps associated with the vessels sold from fiscal year 2015.

Gas carrier segment

The gas carrier segment did not incur any gains or losses on interest rate swaps during the relevant periods.

Offshore support segment

The offshore support segment did not incur any gains or losses on interest rate swaps during the relevant periods.

Loss on private placement

Drybulk carrier segment

The drybulk segment incurred a loss of $5.1 million for the year ended December 31, 2017 associated with the closing of the Private Placement. No such transaction incurred during the same period in 2016.

Tanker segment

The tanker segment incurred a loss of $0.6 million for the year ended December 31, 2017 associated with the closing of the Private Placement. No such transaction incurred during the same period in 2016.

Gas carrier segment

The gas carrier segment incurred a loss of $0.1 million for the year ended December 31, 2017, associated with the closing of the Private Placement. No such transaction incurred during the same period in 2016.

Offshore support segment

The offshore support segment incurred a loss of $1.8 million for the year ended December 31, 2017, associated with the closing of the Private Placement. No such transaction incurred during the same period in 2016.

Other income / (expenses):Other, net

Drybulk carrier segment

The drybulk carrier segment incurred a loss of $0.2 million for the year ended December 31, 2017 compared to $0.5 million for the year ended December 31, 2016. The loss for both years is mainly due to foreign currency exchange rate differences.

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Tanker segment

The tanker segment incurred a loss of $0.1 million for the year ended December 31, 2017, as compared to other, net amounted to a loss of $0.1 million for the year ended December 30, 2016. The loss for both years is due to foreign currency exchange rate differences.

Gas carrier segment

The gas carrier segment did not incur any material expenses during the relevant periods.

Offshore support segment

The offshore support segment incurred a loss of $0.1 million for the year ended December 31, 2017, as compared to a gain of $0.4 million for the year ended December 31, 2016. The gain and loss for the years ended December 31, 2016 and 2017, respectively, are due to foreign currency exchange rate differences.

Income taxes

Drybulk carrier segment

The drybulk carrier segment incurred an income tax related to international shipping income of $0.1 million for the year ended December 31, 2017, as compared to $0 during the year ended December 31, 2016.

Tanker segment

We did not incur any income taxes on international shipping income in our tanker segment for the relevant periods.

Gas carrier segment

The gas carrier segment incurred an income tax related to international shipping income of $0.1 million for the year ended December 31, 2017, as compared to $0 during the year ended December 31, 2016.

Offshore support segment

We did not incur any material income taxes on international shipping income in our offshore support segment for the relevant periods.

Losses of affiliated companies

From June 8, 2015 (the date of its deconsolidation) through April 4, 2016, Ocean Rig was considered as an affiliated entity. On April 5, 2016, we sold all of our shares in Ocean Rig to a subsidiary of Ocean Rig and as of this date, we no longer hold any equity interest in Ocean Rig. As a result of the above transaction, our share of losses from Ocean Rig amounting to $41.5 million, including $162.2 million of impairment in the Ocean Rig investment and $0.8 million of gain due to the sale of our shares in Ocean Rig on April 5, 2016, including $0.3 million related to other comprehensive income, as a single amount in the audited consolidated statements of operations for the year ended December 31, 2016.

Recent Accounting Pronouncements

A discussion of the recent accounting pronouncement can be found in our consolidated financial statements in Note 2.

B.Liquidity and Capital Resources

Historically our principal source of funds has been equity provided by our shareholders through equity offerings, operating cash flows and long term borrowings. Our principal use of funds has been capital expenditures to establish, grow and maintain the quality of our fleet, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, make principal repayments and interest payments on outstanding debt facilities, and pay dividends.

Our internally generated cash flow is directly related to our business and the market sectors in which we operate. Should the markets in which we operate deteriorate or worsen, or should we experience poor results in our operations, cash flow from operations may be reduced. Our access to debt and equity markets may be reduced or closed due to a variety of events, including a credit crisis, credit rating agency downgrades of our debt, industry conditions, general economic conditions, market conditions and market perceptions of us and our industry.

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We believe that our cash flows from operations, amounts available for borrowing under our various credit facilities and financing arrangements and our cash balance will be sufficient to meet our existing liquidity needs for the next 12 months from the date of this annual report. A deterioration in economic conditions or a failure to refinance our debt or financing  arrangements that is maturing could cause us to breach our financial covenants and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

As of December 31, 2018, our cash balances (including restricted cash) amounted to $156.9 million. Our cash and cash equivalents (including restricted cash) increased by $126.7 million, or 419.5%, to $156.9 million as of December 31, 2018, compared to $30.2 million as of December 31, 2017. The increase in our cash and cash equivalents was mainly due to proceeds from sale of vessels of $348.2 million, proceeds from secured credit facilities and financing arrangements of $250.1, cash provided by operating activities of $31.6 million, partly offset by payments for fixed asset acquisitions of $161.5 million, payments for investments in debt securities of $5.0 million, prepayments for vessels improvements of $4.0 million, loan repayments of $238.6 million, repurchase of common stock of $85.1 million, dividend and distribution payments of $6.3 million, payments of financing costs of $2.7 million. As of December 31, 2018, we had total indebtedness excluding unamortized financing fees of $364.2 million.  Our total indebtedness increased by $142.6 million, or 64.4%, to $364.2 million as of December 31, 2018, from $221.6 million as of December 31, 2017, due to the $90.0 Million Secured Credit Facility, the $35.0 Million Secured Credit Facility, the $30.0 Million Secured Credit Facility, the $13.1 Million Financing Arrangement, the $82.0 Million Financing Arrangements, the assumed Secured Credit Facility on June 1, 2018 amounted to $16.5 million, the assumed Secured Credit Facility on June 8, 2018 amounted to $33.8 million, the assumed Secured Credit Facility on December 14, 2018 amounted to $8.9 million and the $171.5 million Finance Lease Agreements, partly offset with the repayments and settlements during 2018. As of December 31, 2018, we were in compliance with the covenants in our then existing credit facilities, financing arrangements and finance lease agreements.

Working capital is equal to current assets minus current liabilities, including the current portion of our credit facilities, financing arrangements and finance lease agreements. Our working capital surplus was $142.3 million as of December 31, 2018, compared to a working capital surplus of $37.5 million as of December 31, 2017. The surplus increase is mainly due to proceeds from sale of vessels and proceeds for credit facilities and financing arrangements that were partly offset with credit facilities' and financing arrangements' repayments, vessels acquisitions and repurchase of common stock.

Our practice has been to acquire our assets using a combination of funds received from equity investors and bank debt secured by mortgages on our assets. These acquisitions will be principally subject to management's expectation of future market conditions as well as our ability to acquire vessels on favorable terms.

As of December 31, 2018, we had no available borrowing capacity under our credit facilities and financing arrangements.

Secured Credit Facilities

1. $90.0 Million Secured Credit Facility

On January 24, 2018, the Company entered into a secured credit facility of up to $90.0 million. The facility bears interest at LIBOR plus a margin, is repayable in twenty quarterly installments and balloon payments at maturity, has customary financial covenants, and is secured by first priority mortgages over our tankers the Shiraga, Samsara, Stamos and Balla. On January 26, 2018, we drew down the full amount of $90.0 million under the facility. As of December 31, 2018, the outstanding balance on this facility was $83.7 million.

2. $35.0 Million Secured Credit Facility

On January 29, 2018, the Company entered into a secured credit facility of up to $35.0 million. The facility bears interest at LIBOR plus a margin, is repayable in twenty-four quarterly installments and balloon payments at maturity, has customary financial covenants, and is secured by first priority mortgages over our drybulk carriers the Valadon, Matisse and Rapallo. On March 7, 2018, we drew down the full amount of $35.0 million under the facility. As of December 31, 2018, the outstanding balance on this facility was $32.5 million.

3. $30.0 Million Secured Credit Facility

On March 8, 2018, the Company entered into a secured credit facility of up to $30.0 million. The facility bears interest at LIBOR plus margin, is repayable in twenty-four quarterly installments and a balloon payment at maturity, has customary financial covenants, and is secured by first priority mortgages over our drybulk carriers the Judd and Raraka. On March 13, 2018, we drew down the full amount of $30.0 million under this facility. As of December 31, 2018, the outstanding balance on this facility was $28.1 million.

4. $16.5 Million Assumed Secured Credit Facility

On June 1, 2018, the Company, as part of the acquisition of the vessel owning company of the Newcastlemax drybulk carrier Huahine, assumed the outstanding secured credit facility of $16.5 million. The facility bears interest at LIBOR plus margin, is repayable in six quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Huahine. As of December 31, 2018, the outstanding balance on this facility was $15.0 million.

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5. $33.8 Million Assumed Secured Credit Facility

On June 8, 2018, the Company, as part of the acquisition of the vessel owning company of the Suezmax vessel Marfa, assumed the outstanding secured credit facility of $33.8 million. The facility bears interest at LIBOR plus margin, is repayable in twenty-two quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Marfa. As of December 31, 2018, the outstanding balance on this facility was $32.1 million.

6. $8.9 Million Assumed Secured Credit Facility

On December 14, 2018, the Company, as part of the acquisition of the vessel owning company of the Aframax tanker vessel Botafogo, assumed the outstanding secured credit facility of $8.9 million. The facility bears interest at LIBOR plus margin, is repayable in five quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Botafogo. As of December 31, 2018, the outstanding balance on this facility was $8.9 million.

Financing Arrangements

1. $13.1 Million Financing Arrangement

On April 2, 2018, we entered into a financing arrangement with a major Chinese leasing company for our Kamsarmax drybulk vessel, the Kelly, pursuant to a memorandum of agreement and a bareboat charter agreement. The financing provided for the transfer of the Kelly to the buyer for 50% of the agreed purchase price, which was calculated as the lower of (a) the vessel's net book value as of June 30, 2017 and (b) the vessel's fair value close to the delivery date, and as part of the agreement, our wholly-owned subsidiary to bareboat charter the vessel back for a period of ten years (expiry in April 2028). Charterhire under the bareboat arrangement is comprised of a fixed, quarterly repayment amount corresponding to a 15-year amortization profile plus a variable component calculated at LIBOR plus margin. We have purchase options to re-acquire the vessel during the bareboat charter period, with the first of such options exercisable on the first anniversary from the vessel's delivery date. There is also a purchase obligation upon the expiration of the agreement for 33% of the financing amount. We are a guarantor under the bareboat charter, which also includes customary terms, conditions and financial covenants. On April 13, 2018, the vessel was delivered and leased back to us, and we also drew down the full financing amount of $13.1 million.  As of December 31, 2018, the outstanding balance on this financing arrangement was $12.7 million.

2. $82.0 Million Financing Arrangements

On May 4, 2018, we entered into financing arrangements with a major Chinese leasing company for our three Newcastlemax drybulk vessels, Marini, Morandi and Bacon and two Kamsarmax drybulk vessels, Castellani and Nasaka, pursuant to five memoranda of agreement and bareboat charter agreements. The financing provide for the transfer of the five drybulk vessels to the buyer for 50% of the agreed aggregate purchase price of $164.0 million and as part of the agreements, our wholly-owned subsidiaries to bareboat charter each vessel back for a period of eight years (expiry in May 2026). Charterhire under the bareboat agreements is comprised of a fixed, quarterly repayment amount corresponding to a 15-year amortization profile plus a variable component calculated at LIBOR plus margin. We have purchase options to re-acquire each vessel during each bareboat charter period, with the first of such options exercisable on the first anniversary of each vessel's delivery date. There is also a purchase obligation upon the expiration of each bareboat agreement for 46.67% of the financing amount. We are a guarantor under the bareboat agreements, which also include customary terms, conditions and financial covenants. On May 15, 2018, the vessels were delivered and leased back to us, and we also drew down the full financing amount of $82.0 million. As of December 31, 2018, the outstanding balance on this financing arrangement was $79.3 million.

Finance Lease Agreements

1. $171.5 Million Finance Lease Agreements

On November 19, 2018, we entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, with entities that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and CEO, for an aggregate bareboat charterhire of $171.5 million. These vessels were already secured by mortgages under secured credit facilities that expire from April 2028 to February 2029, bear interest at LIBOR plus a margin and are repayable in quarterly installments with balloon payments at maturity. The bareboat charterhire is payable as follows: i) an amount of $99.9 million in advance (advance bareboat charterhire), being the difference between the aggregate bareboat charterhire and the then outstanding balance of the aforementioned secured credit facilities, and ii) an amount of $71.6 million in quarterly installments equal to the respective installments of the aforementioned secured credit facilities, being the then outstanding balance of relevant credit facilities, bearing the same interest (LIBOR plus margin) and balloon payments at maturities. As part of the agreements, there are purchase obligations for its vessel's legal rights and titles and interests, upon payment of each balloon installment at each last repayment date. On November 27, 2018 (commencement date), the vessels were bareboat chartered to the Company, then time chartered back to TMS Dry and we paid the advance bareboat charterhire. As of December 31, 2018, the outstanding balance on this finance lease agreements was $71.6 million. In addition, as part of the three bareboat charter agreements, we also provided a guarantee contained into the three bareboat charter agreements pursuant to the terms of which we guarantee the obligations of the bareboat charterers under the three bareboat charters and also the obligations regarding any prepayment due in respect of the value maintenance clause under the existing secured credit facilities of the vessels Conquistador, Pink Sands and Xanadu, expiring from April 2028 to February 2029.

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Repaid Credit Facilities/ Term Loans

1. $150.0 Million Secured Credit Facility

On June 22, 2017, we entered into a $150.0 million secured credit facility to partially finance the four VLGC newbuildings in our fleet. This facility bears interest at LIBOR plus a margin, is payable in consecutive equal 24 quarterly installments of $0.8 million that commenced on June 26, 2017 and balloon payments at maturity in December 2023, has customary financial covenants, and is secured by first priority mortgages over the four VLGCs in our fleet. During the fourth quarter of 2018, the VLGCs were delivered to their new owners according to the terms of the Memoranda of Agreement dated July 4, 2018 and their outstanding at that time credit facility balance total amounted to $137.8 million was fully repaid along with its associated costs.

2.$73.8 Million Sierra Credit Facility

On October 25, 2017, we refinanced the Sierra Credit Facility with the Loan Facility Agreement, which was secured by certain of our assets and had a loan to value ratio of 50%, a tenor of five years, no amortization and interest of LIBOR plus 4.5%. No arrangement fees or otherwise were charged in connection with the refinancing. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion. As of December 31, 2017, the outstanding balance under the Loan Facility Agreement was $73.8 million. See "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Sifnos Shareholders Inc. and Sierra Investments Inc."

On February 1, 2018, we repaid in full the outstanding balance of $73.8 million under the Loan Facility Agreement.

3.$103.2 Million Secured Term Loan Facility

On June 20, 2008, we entered into this facility to partially finance the acquisition costs of the drybulk carriers Sorrento and Iguana. This loan bore interest at LIBOR plus a margin. The portion of the loan facility relating to the drybulk carrier Sorrento was repayable in 32 quarterly installments, plus a balloon payment payable together with the last installment in July 2016. The portion of the loan facility relating to the drybulk carrier Iguana was repaid following the sale of the vessel during 2010. On April 14, 2014, we obtained a waiver letter to amend certain financial covenants. On November 12, 2014, we signed a supplemental agreement for relaxation of certain financial covenants. On November 18, 2016, we reached an agreement for the settlement of our outstanding obligation under the facility with the lender. Under the terms of the agreement, the lending bank agreed to a write-off of almost half of the outstanding principal and interest due. As agreed to with the lender, on November 18, 2016, we repaid $8.2 million of principal under the facility and during 2017 we fully repaid the remaining outstanding balance totaling $2.0 million.

4.$87.7 Million Secured Term Loan Facility

In March 2012, we entered into an $87.7 million secured term loan facility to partially finance the construction costs of our Panamax drybulk carrier under construction, Raraka, delivered in March, 2012, and two Capesize drybulk carriers then under construction, originally scheduled for delivery in the second quarter of 2013, which were sold in March 2013, prior to delivery and the relevant available portion of the loan was terminated. The facility bore interest at LIBOR plus a margin and was repayable in32quarterly installments plus a balloon payment payable together with the last installment. On March 28, 2014, we entered into a supplemental agreement to amend certain financial covenants under the facility.

As of December 31, 2016, we had outstanding borrowings amounting to $14.9 million under this loan facility. The facility was subsequently repaid in full April 24, 2017, including overdue interest.

Credit Facility and Financing Arrangement Covenants

Our outstanding credit facilities and financing arrangement, as applicable, generally contain customary affirmative and negative covenants, including limitations to:

• pay dividends, redeem capital stock or subordinated indebtedness or make other restricted payments;

• undergo a change in control or merge or consolidate with, or transfer all or substantially all our assets to, another person;

• change the flag, class or technical or commercial management of the vessel mortgaged under such facility or terminate or materially amend the management agreement relating to such vessel;

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• incur additional indebtedness, including the issuance of guarantees, or refinance or prepay any indebtedness, unless certain conditions exist;

• create or permit liens on our assets;

• acquire new or sell vessels, unless certain conditions exist;

• enter into other financing arrangements;

• make investments;

• change the general nature of our business;

• enter into transactions with affiliates;

• amend, modify or change our organizational documents;

• make capital expenditures; and

• sell, transfer or lease the vessel mortgaged under such facility.

Additionally, under the $90.0 million secured credit facility dated January 24, 2018, the $35.0 million secured credit facility dated January 29, 2018,  the $30.0 million secured credit facility dated March 8, 2018, the $16.5 million assumed secured credit facility on June 1, 2018, the $33.8 million assumed secured credit facility on June 8, 2018 and the $8.9 million assumed secured credit facility on December 14, 2018, subject to certain qualifying events, we must generally continue to beneficially own 100% of all issued and outstanding common stock and voting rights of our vessel-owning subsidiaries that are the borrowers under the facilities. Mr. Economou must also generally continue to beneficially own at least 50% of either (i) our issued and outstanding share capital or (ii) our issued and outstanding voting share capital.

Furthermore, our credit facilities require us and our subsidiaries to satisfy certain financial covenants. In general, these financial covenants require us to maintain (i) minimum liquidity; (ii) a maximum leverage ratio; (iii) a minimum debt service cover ratio; (iv) a minimum market adjusted net worth, (v) a minimum solvency ratio and (vi) a minimum working capital level. In addition, our credit facilities, which are secured by mortgages on our vessels, require us to maintain specified financial ratios, mainly to ensure that the market value of the mortgaged vessels under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as a value maintenance clause or a loan-to-value ratio. Additionally, all of our credit facilities contain cross-acceleration or cross-default provisions that may be triggered by a default under one of our other credit facilities.

Our financing arrangements require us to maintain specified financial ratios and satisfy financial covenants. These financial ratios and covenants require us, among other things, to maintain (i) minimum liquidity; (ii) a minimum working capital level and (iii) a maximum leverage ratio. In addition, our financing arrangements requires us to ensure that the market value of the vessel does not fall below a certain percentage of the outstanding amount of the financing  arrangements, which we refer to as value maintenance clause or loan-to-value ratio.

Additionally, under our bareboat charter agreements dated November 19, 2018, we provided a guarantee regarding any prepayment due, in respect with the value maintenance clause under the existing secured credit facilities of the respective vessels.

Events beyond our control, including changes in the economic and business conditions in the international shipping markets in which we operate, may affect our ability to comply with the financial covenants and loan-to-value ratios required by our credit facilities and financing arrangements. Our ability to maintain compliance with such requirements also depends substantially on the value of our assets, our charter-hire and day-rates, our ability to obtain charter contracts, our success at keeping our costs low and our ability to successfully implement our overall business strategy.

A violation of any of the financial covenants in our credit facilities or financing arrangements, absent a waiver of the breach from our lenders or counterparty, as applicable, or a violation of the loan-to-value ratios in our credit facilities, if not waived by our lenders or cured by providing additional collateral or prepaying the amount of outstanding indebtedness required to eliminate the shortfall, could result in an event of default under our credit facilities and financing arrangements, as applicable, that would allow all amounts outstanding thereunder to be declared immediately due and payable or allow the charterer to terminate the bareboat charter and withdraw the vessel. In addition, all of our credit facilities and our financing arrangements contain cross-acceleration or cross-default provisions that may be triggered by a default under one of our other credit facilities or financing arrangements, as applicable. If the amounts outstanding under our indebtedness were to become accelerated or were to become the subject of foreclosure actions, we cannot assure you that our assets would be sufficient to repay in full the money owed to the lenders or to our counterparties.

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During 2016, we were not in compliance with several financial and other covenants in our then outstanding credit facilities. Additionally, although we have settled or refinanced all of our commercial credit facilities entered into prior December 31, 2016, we were as recently as April 24, 2017 not in compliance with the value maintenance clause in our since repaid commercial credit facility relating to our drybulk carrier segment and the various financial covenants therein. As of December 31, 2017 and 2018, respectively, we were in compliance with the applicable financial and other covenants in our then outstanding credit facilities.

However, we cannot guarantee that we will be able to obtain our lenders' or counterparties' consent with respect to any future non-compliance with specified financial ratios or financial covenants under our current or future credit facilities or financing agreements, or that we will be able to refinance or restructure any such indebtedness or financing arrangement. If we fail to remedy, or obtain a waiver of, any future breaches of the covenants discussed above, our lenders or counterparties may accelerate our indebtedness or seek to repossess the vessels under the relevant credit facility or financing arrangements, as applicable.

Moreover, in connection with any additional amendments to our credit facilities or financing agreement that we may obtain, or if we enter into any future credit agreements or financing instruments, our lenders or counterparties may impose additional operating and financial restrictions on us. These restrictions may further restrict our ability to, among other things, fund our operations or capital needs, make acquisitions or pursue available business opportunities, which in turn may adversely affect our financial condition. In addition, our lenders or counterparties may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the margin and lending rates they charge us on our outstanding indebtedness or financing arrangements.

Cash Flows

Year ended December 31, 2018 compared to year ended December 31, 2017

Our cash and cash equivalents including restricted cash increased to $156.9 million as of December 31, 2018, compared to $30.2 million as of December 31, 2017, primarily due to proceeds from sale of vessels and proceeds from new credit facilities and financing arrangements that were partly offset with vessels' acquisitions, credit facilities' and financing arrangements' repayments and our repurchase of common stock.

Working capital is equal to current assets minus current liabilities, including the current portion of credit facilities, financing arrangements and finance lease agreements. Our working capital surplus was $142.3 million as of December 31, 2018, compared to working capital surplus of $37.5million as of December 31, 2017.

Net Cash Provided by/ (Used in) Operating Activities

For the year ended December 31, 2018, net cash provided by operating activities amounted to $31.6 million, compared to $38.0 million used in operating activities for the year ended December 31, 2017. The increase is mainly due to: (i) the renewal of our drybulk fleet and the expansion of our tanker fleet in 2018 along with a recovery of the drybulk and tanker market during the year ended December 31, 2018, resulted in a significant higher TCE rate of $15,715 compared to $9,833 for the year ended December 31, 2017, which is also reflected in the increase of our operating income (excluding non-cash items) and (ii) a $12.7 million net working capital outflow during the year ended December 31, 2018 compared to a $20.5 million working capital outflow for the year ended December 31, 2017. These positive factors were partially offset by higher net interest expense for the year ended December 31, 2018 compared to the corresponding period in 2017.

Net Cash Provided by/ (Used in) Investing Activities

Net cash provided by investing activities was $177.7 million for the year ended December 31, 2018 consisting of proceeds from sale of vessels of $348.2 million, outflows regarding vessels acquisitions of $167.5 million, prepaid vessels' improvements of $4.1 million and investments in debt securities of $5.0 million.

Net cash used in investing activities was $690.0 million for the year ended December 31, 2017 consisting of outflows regarding advances for vessels under construction and for vessel acquisitions amounting to $698.2 million, and proceeds from sale of a vessel of $8.2 million.

Net Cash Provided By/ (Used in) Financing Activities

Net cash used in financing activities was $82.6 million for the year ended December 31, 2018, consisting of proceeds from credit facilities and financing arrangements of $250.1 million, credit facilities' and financing arrangements' repayments of $ 238.7 million, repurchase of common stock of $85.1 million, dividends and distribution paid of $6.3 million and payment of financing fees of $2.7 million.

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Net cash provided by financing activities was $681.5 million for the year ended December 31, 2017, consisting of proceeds from common stock issuance of $568.9 million and proceeds from long-term debt of $150.0 million partly offset by repayments of $18.8 million of debt under our long-term credit facilities, dividend payments of $10.0 million and payments of financing fees of $8.6 million.

Year ended December 31, 2017 compared to year ended December 31, 2016

Our cash and cash equivalents including restricted cash decreased to $30.2 million as of December 31, 2017, compared to $76.8 million as of December 31, 2016, primarily due to vessels acquisitions and long term repayments that were partly offset with proceeds from equity offerings and new long term credit facilities.

Working capital is equal to current assets minus current liabilities, including the current portion of long-term debt. Our working capital surplus was $37.5 million as of December 31, 2017, compared to working capital surplus of $70.8million as of December 31, 2016.

Net Cash Used in Operating Activities

For the year ended December 31, 2017, we used in operating activities $38.0 million, compared to $25.4 million used in operating activities for the year ended December 31, 2016. This increase is primarily attributable to the vessels' operations and working capital expenditures during 2017.

Net Cash Provided by/ (Used in) Investing Activities

Net cash used in investing activities was $690.0 million for the year ended December 31, 2017 due to (i) outflows regarding advances for vessels under construction and for vessel acquisitions amounting to $698.2 million and (ii) proceeds from sale of a vessel of $8.2 million.

Net cash provided by investing activities was $55.1 million for the year ended December 31, 2016 due to (i) the proceeds from the sale of our Ocean Rig shares amounted to $49.9 million and (ii) the net proceeds from the sale of our vessels and vessel owning companies amounted to $5.1 million.

Net Cash Provided By Financing Activities

Net cash provided by financing activities was $681.5 million for the year ended December 31, 2017, consisting of proceeds from common stock issuance of $568.9 million and proceeds from long-term debt of $150.0 million partly offset by repayments of $18.8 million of debt under our long-term credit facilities, dividend payments of $10.0 million and payments of financing fees of $8.6 million.

Net cash provided by financing activities was $32.1 million for the year ended December 31, 2016, consisting mainly of the borrowings of $28.0 million under our long-term credit facilities and the net proceeds of $123.8 million in connection with the equity offerings implemented during 2016, which were partly offset by $119.8 million in repayments of debt.

C.Research and Development, Patents and Licenses etc.

Not applicable.

D.Trend Information

See other discussions within "Item 5. Operating and Financial Review and Prospects" and "Item 4. Information on the Company—B. Business Overview."

E.Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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F.Tabular Disclosure of Contractual Obligations

The following table sets forth our contractual obligations and their maturity dates as of December 31, 2018:

	Payments due by period
Obligations	Total			Less than 1 year			1-3 years			3-5 years			More than 5 years
(In millions of Dollars)
Long-term debt(1)		$	292.3		$	39.3		$	53.3		$	108.3		$	91.4
Interest		$	63.0		$	13.7		$	24.0		$	17.0		$	8.3
Finance lease liability(2)		$	93.4		$	8.7		$	17.2		$	16.1		$	51.4
Total		$	448.7		$	61.7		$	94.5		$	141.4		$	151.1

(1)As further discussed in Note 11 to our consolidated financial statements included herein, the outstanding balance of our long-term debt at December 31, 2018 was $292.3 million (gross of unamortized deferred financing fees of $2.2 million), included in current liabilities, in the consolidated balance sheet included in this annual report. The above amounts were used to partially finance the expansion of our fleet and for general working capital purposes. The credit facilities and financing arrangements bear interest at LIBOR plus a margin. The amounts in the line under "Long-term debt" do not include any projected interest payments.

(2)As further discussed in Notes 4, 12 and 16.3 to our consolidated financial statements included herein, the contractual finance lease obligations at December 31, 2018, was $93.4 million.

G.Safe Harbor

See the section entitled "Forward-looking Statements" at the beginning of this annual report.

Item 6.Directors and Senior Management

A.Directors and Senior Management

Set forth below are the names, ages and positions of our directors, executive officers and key employees. Our board of directors is elected annually on a staggered basis. Each director elected holds office until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. Officers are appointed from time to time by vote of our board of directors and hold office until a successor is elected.

Name	Age	Position
George Economou	66	Chairman, Chief Executive Officer and Class A Director
Harry Kerames	64	Class B Director
George Demathas	66	Class C Director
Andreas Argyropoulos	42	Class A Director
George Kokkodis	59	Class B Director
Anthony Kandylidis	42	Class C Director, President and Chief Financial Officer
Dimitrios Dreliozis	42	Vice President of Finance
Anastasia Pavli	37	Secretary

Biographical information with respect to each of our directors, executives and key personnel is set forth below:

Mr. George Economou has over 40 years of experience in the maritime industry and has served as our chairman and chief executive officer since its incorporation in 2004. Mr. Economou was also the chairman of Ocean Rig until December 2018 and served as Ocean Rig's chief executive officer from 2010 until 2017. Mr. Economou is a member of ABS Council, Intertanko Hellenic Shipping Forum and Lloyds Register Hellenic Advisory Committees. Since 2010, he has been a member of the board of directors of Danaos Corporation. Mr. Economou is a graduate of the Massachusetts Institute of Technology and holds both a Bachelor of Science and a Master of Science degree in Naval Architecture and Marine Engineering and a Master of Science in Shipping and Shipbuilding Management.

Mr. Harry Kerames was appointed to our board of directors on July 29, 2009. Mr. Kerames has over 30 years of experience in the transportation industry. Mr. Kerames is the President and founder of Blue Star LLC, a marine consultant and advisor firm. Mr. Kerames has been the Managing Director of Global Capital Finance, where he was responsible for the firm's shipping practice. Prior to joining Global Capital Finance in 2006, he was the chief marketing officer at Charles R. Weber Company Inc., where he brokered the freight derivative business, and co-founded Azimuth Fund Management, a freight derivatives hedge fund. Mr. Kerames has also held various directorships, senior level marketing positions, and consultative roles with Illinois Central Railroad, Genstar Corporation, Motive Power Industries, Hub Group Distribution Services, ITEL Rail Corporation, IBM and was a director at OceanFreight Inc. Mr. Kerames is a member of the Hellenic American Chamber of Commerce, and the Connecticut Maritime Association. Mr. Kerames graduated with a Bachelor of Science from the University of Connecticut. Mr. Kerames is the chairman of our Audit and Nominating Committee.

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Mr. George Demathas was appointed to our board of directors on July 18, 2006. Mr. Demathas was also a director of Ocean Rig ASA from 2008 to 2010. Since 2001, Mr. Demathas has been the chief executive officer and a director of Stroigasitera Inc., a privately held company that finances and develops natural gas infrastructure projects in Central Asia, and since 1996, Mr. Demathas has invested in natural gas trunk pipelines in Central Asia. Since 1991, Mr. Demathas has been involved in Malden Investment Trust Inc. in association with Lukoil, working in the Russian petrochemical industry. Mr. Demathas was a principal in Marketing Systems Ltd., where Mr. Demathas supplied turnkey manufacturing equipment to industries in the former Soviet Union. Mr. Demathas has a Bachelor of Arts in Mathematics and Physics from Hamilton College in New York and a Master of Science in Electrical Engineering and Computer Science from Columbia University.

Mr. Andreas Argyropoulos was appointed to our board of directors on July 26, 2017. Mr. Argyropoulos previously worked for Ocean Rig for five years in a variety of positions, including the marketing department and then serving as communications manager. Before joining Ocean Rig in 2012, Mr. Argyropoulos worked as marketing manager for Nike Greece from 2006 to 2009. He also has extensive experience in international event management. Mr. Argyropoulos received a Bachelor of Science degree from Boston University and a Master's degree from the CIES/FIFA Master in Neuchatel, Switzerland. He speaks five languages fluently.

Mr. George Kokkodis was appointed to our board of directors as of November 21, 2017. From 2009 to January 2015, Mr. Kokkodis has been an independent business introducer and independent client advisor of financial investments at BNP Paribas (Suisse) SA, where he was a senior private banker from 2003 to 2009 and the head of the Greek Private Banking Desk at BNP Paribas London from 1999 to 2003. From 1998 to 1999, Mr. Kokkodis was Vice President of Private Banking at Merrill Lynch International Bank, London UK and, from 1996 to 1998 held the same position at Merrill Lynch Bank Suisse S.A. Prior to that, he was Vice President of Private Banking at Bankers Trust International PLC, London UK from 1993 to 1996. Mr. Kokkodis holds a Bachelor of Science in Aeronautical Engineering from the Imperial College of Science and Technology and a Master of Science in Aeronautical Engineering from the University of Glasgow. Mr. Kokkodis was a member of the board of directors of MIG Real Estate from April 2011 to September 2015. Mr. Kokkodis acted as a banking consultant to the Vancouver International Maritime Centre, Vancouver, Canada (V.I.M.C) until November 2016. Mr. Kokkodis was a member of the board of directors of Ocean Rig from September 2015 to November 2017.

Mr. Anthony Kandylidis has served as our president and chief financial officer since December 2016 and was appointed a director of DryShips in July 2017. Mr. Kandylidis was previously our Executive Vice President since January 2015. Mr. Kandylidis also served as Executive Vice Chairman and director of Ocean Rig until December 2018 and is also a director of the International Association of Drilling Contractors. In September 2006, Mr. Kandylidis founded OceanFreight Inc., a public shipping company listed on Nasdaq, which was absorbed by DryShips through a merger in 2011. Mr. Kandylidis studied Civil Engineering at Brown University and also holds an MSc. in Ocean Systems Management from the Massachusetts Institute of Technology. Mr. Kandylidis is the nephew of Mr. George Economou, our founder, chairman, and chief executive officer.

Mr. Dimitris Dreliozis was appointed as our Vice President of Finance in December 2016. He had previously served as our financial controller since December 2015, and has 15 years of finance and accounting experience, including 11 years in various senior financial positions within the DryShips group, including Ocean Rig. For the period from July 2004 to May 2008, Mr. Dreliozis worked as an external auditor for Deloitte. Mr. Dreliozis is a graduate of the Athens University of Economics and Business.

Ms. Anastasia Pavli was appointed as our corporate secretary with effect from January 1, 2012.  Ms. Pavli is an attorney-at-law. Ms. Pavli graduated from the Athens Law Faculty with an L.L.B in 2006 and completed part of her undergraduate studies at the University of Heidelberg, Germany. Ms. Pavli received an L.L.M. from University College, London, United Kingdom in 2007 and has been a member of the Piraeus Bar Association since 2008.

B.Compensation of Directors and Senior Management

We paid an aggregate amount of $0 million, $0.1 million, and $3.6 million as cash compensation to our officers and executive directors for the fiscal years ended December 31, 2018, 2017 and 2016, respectively. We do not have a retirement plan for our officers or directors.

As of January 1, 2017 and onwards, the TMS Managers have been providing us with the services for our senior executive officers as per the TMS Agreements. Each non-management director receives compensation for attending meetings of our board of directors, as well as committee meetings. Non-management directors also receive a director fee of $0.07 million per year. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings board of directors or committees. Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.

Equity Incentive Plan

On January 16, 2008, our board of directors approved the 2008 Equity Incentive Plan, as amended, or the Plan. Under the Plan, officers, directors, and key employees of the Company and its subsidiaries and affiliates and consultants and service providers to the Company and its subsidiaries and affiliates were eligible to receive, with respect to shares of our common stock, awards of stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock units and unrestricted stock. The Plan expired on January 16, 2018 in accordance with its terms.

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C.Board Practices

Our board of directors is elected annually, and each director elected holds office for a three-year term or until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal or the earlier termination of his term of office. The terms of our Class A directors, Messrs. Economou and Argyropoulos, expire at the annual general meeting of shareholders in 2020. The term of our Class B director, Messrs. Kerames and Kokkodis, expire at the annual general meeting of shareholders in 2021. The term of our Class C director, Messrs. Demathas and Kandylidis, expire at the annual general meeting of shareholders in 2019.

There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.

Our board of directors has determined four of our directors to be independent under Nasdaq rules: Messrs. Kerames, Demathas, Kokkodis and Argyropoulos. Under Nasdaq corporate governance rules, a director is not considered independent unless our board of directors affirmatively determines that the director has no direct or indirect material relationship with us or our affiliates that could reasonably be expected to interfere with the exercise of such director's independent judgment. In making this determination, our board of directors broadly considers all facts and circumstances it deems relevant from the standpoint of the director and from that of persons or organizations with which the director has an affiliation.

Committees of the Board of Directors

Our board of directors has established an audit committee comprised of three independent directors: Messrs. Kerames, Demathas and Argyropoulos. Mr. Kerames has been appointed to serve as Chairman of the audit committee. The audit committee is governed by a written charter, which has been approved by the board of directors. The board of directors has determined that all of the members of the audit committee meet the applicable independence requirements under Rule 10A-3 of the Exchange Act and the Nasdaq corporate governance rules and fulfill the requirement of being financially literate and that Harry Kerames qualifies as an "audit committee financial expert" as defined under current SEC regulations. The audit committee is appointed by the board of directors and is responsible for, among other matters:

• engaging our external and internal auditors;

• approving in advance all audit and non-audit services provided by the auditors;

• approving all fees paid to the auditors;

• reviewing the qualification and independence of our external auditors;

• reviewing our relationship with external auditors, including considering audit fees which should be paid as well as any other fees which are payable to auditors in respect of non-audit activities, discussing with the external auditors such issues as compliance with accounting principles and any proposals which the external auditors have made vis-а-vis our accounting principles and standards and auditing standards;

• overseeing our financial reporting and internal control functions;

• overseeing our whistleblower's process and protection; and

• overseeing general compliance with related regulatory requirements.

Our board of directors has established a compensation committee comprised of three independent directors, Messrs. Kerames, Demathas and Argyropoulos. Mr. George Demathas has been appointed to serve as Chairman of the compensation committee. The compensation committee is responsible for determining the compensation of our executive officers.

Our board of directors has also established a nominating committee consisting of three independent directors, Messrs. Demathas, Kerames and Argyropoulos. Mr. Harry Kerames has been appointed to serve as Chairman of the nominating committee. The nominating committee is responsible for identifying, evaluating and recommending to the board of directors individuals for membership on the board of directors, as well as considering nominees proposed by shareholders in accordance with our Second Amended and Restated Bylaws.

D.Employees

As of December 31, 2018, 2017, and 2016, we employed 3, 1, and 12 persons at its offices in Athens, Greece, respectively. As of December 31, 2018, the TMS Entities employed approximately 434 people in the aggregate. As of December 31, 2017, the TMS Entities employed approximately 363 people in the aggregate. As of December 31, 2016, TMS Entities employed approximately 128 people in the aggregate.

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TMS Bulkers and TMS Offshore Services since the acquisition of Nautilus on October 21, 2015, and TMS Tankers and TMS Cardiff Gas since the acquisition of our tanker and gas carrier vessels and until the disposal of our gas carrier vessels during the fourth quarter of 2018, are responsible for recruiting, either directly or through a crewing agent, the senior officers and all other crew members for our drybulk, tanker, gas and offshore support vessels. We believe the streamlining of crewing arrangements will ensure that all our vessels will be crewed with experienced seamen that have the qualifications and licenses required by international regulations and shipping conventions. We did not experience any material work stoppages with respect to our drybulk, tanker, gas and offshore support segments due to labor disagreements during 2018, 2017, and 2016.

E.Share Ownership

For the total amount of shares of common stock owned by our officers and directors, see "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders."

Item 7.Major Shareholders and Related Party Transactions

A.Major Shareholders

The following table sets forth the beneficial ownership of our common stock, as of February 28, 2019, held by:

• each person or entity that we know beneficially owns 5% or more of our common stock; and

• all our executive officers, directors and key employees as a group.

Beneficial ownership is determined in accordance with the SEC's rules. In computing percentage ownership of each person, shares of our common stock subject to options held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days of February 28, 2019, are deemed to be beneficially owned by that person. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. All of our shareholders, including the shareholders listed in the table below, are entitled to one vote for each share of common stock held.

Name and Address of Beneficial Owner	Number of Shares Owned		Percent of Class(1)
George Economou(2)		72,421,515		83.4	%
Executive Officers, Key Employees and Directors as a Group		72,421,515		83.4	%

_____________________

(1) Based on 86,886,627 shares of common stock outstanding as of February 28, 2019.

(2) Mr. Economou may be deemed to beneficially own shares of our common stock through SPII Holdings Inc. The business address for SPII Holdings Inc. is c/o Mare Services Limited, 5/1 Merchants Street, Valletta VLT, 1171, Malta. The correspondence address of Mr. Economou is c/o DryShips Management Services Inc., 109 Kifissias Avenue and Sina Street, 151 24, Marousi, Athens, Greece. For additional information regarding significant changes in the percentage owership of Mr. Economou during the past three years, see the description of the Term Sheet, Private Placement and Righs Offering in "Item 4. Information on the Company—A. History and Development of the Company—Business Development—Developments related to Sifnos and Sierra."

As of February 28, 2019, we had two shareholders of record, which were located in the United States. One of our U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which held an aggregate of 14,465,107 shares of our common stock, representing 16.6% of our outstanding common stock. Accordingly, we believe that the shares held by Cede & Co. include shares of our common stock beneficially owned by both holders in the United States and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control.

B.Related Party Transactions

Agreements with TMS Entities

Mr. George Economou, our Chairman and Chief Executive Officer, may be deemed to be the beneficial owner of the issued and outstanding capital stock of TMS Entities. Mr. Economou, and, under the guidance of our board of directors, manages our business, including our administrative functions, and we monitor the performance of the TMS Managers under our management agreements.

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Management Agreement

Drybulk Carrier Segment

Management Agreements with TMS Bulkers and TMS Dry

Since January 1, 2011, we have outsourced all of our technical and commercial functions relating to the operation and employment of our drybulk carrier vessels to TMS Bulkers, a company that may be deemed to be beneficially owned by Mr. Economou, pursuant to management agreements entered into for each of our operating drybulk carriers and vessels under construction.

According to the agreements effective up to December 31, 2016, TMS Bulkers provided comprehensive drybulk ship management services, including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training as well as supply provisioning. TMS Bulkers' commercial management services included operations, chartering, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance. Each management agreement had an initial term of five years and was eligible for automatic renewal after a five-year period and thereafter extended in five-year increments, unless the Company provided notice of termination in the fourth quarter of the year immediately preceding the end of the respective term.

In accordance with the terms of the New TMS Agreements effective as of January 1, 2017, we and our subsidiaries entered into new agreements with TMS Bulkers. On May 31, 2018, we supplemented the management services providers under the New TMS Agreements to include TMS Dry, which is the manager of our new acquired Newcastlemax drybulk carriers, the Huahine, Conquistador, Pink Sands and Xanadu.

In accordance with the terms of the New TMS Agreements, the all-in base cost for providing the increased scope of services was reduced to $1,643/day per vessel, the basis being a minimum of 20 vessels, decreasing thereafter to $1,500/day per vessel. The management fee is payable in equal monthly installments in advance and can be adjusted each year to the Greek Consumer Price Index for the previous year by not less than 3% and not more than 5%. The New TMS Agreements also entitled the TMS Bulkers to an aggregate performance bonus for 2016 amounting of $6.0 million, as well as a one-time setup fee of $2.0 million. Under each respective agreement, TMS Bulkers and TMS Dry will be entitled to (i) a discretionary performance fee (up to $20.0 million, in either cash or common stock, at the discretion of our board of directors), (ii) a commission of 1.25% on charter hire agreements that are arranged by TMS Bulkers and TMS Dry; (iii) a commission of 1% of the purchase price on sales or purchases of vessels in our fleet that are arranged by TMS Bulkers and TMS Dry, (iv) a financing and advisory commission of 0.50% and (v) reimbursement of out of pocket and travel expenses.

Each management agreement with TMS Bulkers and TMS Dry has a term of ten years.

Under both the New TMS Agreements and the agreements effective up to December 31, 2016, in the event of a change of control of the vessel owning companies' ownership, the Company is required to pay TMS Bulkers and TMS Dry a termination payment, representing an amount equal to the estimated remaining fees payable to TMS Bulkers and TMS Dry, respectively, under the term of the agreement which such payment shall not be less than the fees for a period of 36 months and not more than a period of 48 months. The Company may terminate each agreement with TMS Bulkers and TMS Dry for convenience at any time for a fee of $50.0 million.

Under both the New TMS Agreements and the agreements effective up to December 31, 2016, if TMS Bulkers and TMS Dry are requested to supervise the construction of a newbuilding vessel, in lieu of the management fee, we will pay TMS Bulkers and TMS Dry an upfront fee equal to 10% of the budgeted supervision cost. For any additional attendance above the budgeted superintendent expenses, the Company will be charged extra at a standard rate of Euro 500 (or $572 based on the Euro/U.S. Dollar exchange rate at December 31, 2018) per day.

During the years ended December 31, 2018, 2017 and 2016, total charges from TMS Bulkers and TMS Dry under the management agreements amounted to $11.7 million, $11.8 million and $19.0 million, respectively.

Offshore Support Segment

Management Agreements with TMS Offshore Services

Since we acquired all of the issued and outstanding share capital of Nautilus in 2015, TMS Offshore Services has provided overall technical and crew management for our platform supply and oil spill recovery vessels on terms similar to those provided by TMS Bulkers prior to January 1, 2017. In accordance with the terms of the New TMS Agreements effective as of January 1, 2017, we and our subsidiaries entered into new agreements with TMS Offshore Services.

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In accordance with the terms of the New TMS Agreements, the all-in base cost for providing the increased scope of services was reduced to $1,643/day per vessel, the basis being a minimum of 20 vessels, decreasing thereafter to $1,500/day per vessel. The management fee is payable in equal monthly installments in advance and can be adjusted each year to the Greek Consumer Price Index for the previous year by not less than 3% and not more than 5%.  The New TMS Agreements also entitled the TMS Offshore Services to an aggregate performance bonus for 2016 amounting of $6.0 million, as well as a one-time setup fee of $2.0 million. Under each respective agreement, TMS Offshore Services will also be entitled to (i) a discretionary performance fee (up to $20.0 million, in either cash or common stock, at the discretion of our board of directors), (ii) a commission of 1.25% on charter hire agreements that are arranged by TMS Offshore Services; (iii) a commission of 1% of the purchase price on sales or purchases of vessels in our fleet that are arranged by TMS Offshore Services, (iv) a financing and advisory commission of 0.50% and (v) reimbursement of out of pocket and travel expenses.

Each management agreement with TMS Offshore Services has a term of ten years.

In the event of a change of control of the vessel owning companies' ownership, the Company is required to pay TMS Offshore a termination payment, representing an amount equal to the estimated remaining fees payable to TMS Offshore under the term of the agreement which such payment shall not be less than the fees for a period of 36 months and not more than a period of 48 months. The Company may terminate the each agreement with TMS Offshore Services for convenience at any time for a fee of $50.0 million.

For the years ended December 31, 2018, 2017 and 2016, total charges from TMS Offshore Services under the management agreements amounted to $4.0 million, $4.7 million and $4.6 million, respectively.

Tankers Segment

Management Agreements with TMS Tankers

In connection with our acquisition of four tankers in 2017 and two tankers in 2018, we entered into effective January 1, 2017 service agreements with TMS Tankers on similar terms as the service agreements contemplated by the New TMS Agreements with TMS Bulkers and TMS Offshore Services.

In accordance with the terms of the New TMS Agreements, the all-in base cost for providing the increased scope of services was reduced to $1,643/day per vessel, the basis being a minimum of 20 vessels, decreasing thereafter to $1,500/day per vessel. The management fee is payable in equal monthly installments in advance and can be adjusted each year to the Greek Consumer Price Index for the previous year by not less than 3% and not more than 5%. Under each respective agreement, TMS Tankers will also be entitled to (i) a discretionary performance fee (up to $20.0 million, in either cash or common stock, at the discretion of our board of directors), (ii) a commission of 1.25% on charter hire agreements that are arranged by TMS Tankers; (iii) a commission of 1% of the purchase price on sales or purchases of vessels in our fleet that are arranged by TMS Tankers, (iv) a financing and advisory commission of 0.50% and (v) reimbursement of out of pocket and travel expenses.

Each management agreement with TMS Tankers has a term of ten years.

In the event of a change of control of the vessel owning companies' ownership, the Company is required to pay TMS Tankers a termination payment, representing an amount equal to the estimated remaining fees payable to TMS Tankers under the term of the agreement which such payment shall not be less than the fees for a period of 36 months and not more than a period of 48 months. The Company may terminate the each agreement with TMS Tankers for convenience at any time for a fee of $50.0 million.

For the years ended December 31, 2018, 2017 and 2016, total charges from TMS Tankers under the management agreements amounted to $2.6 million, $1.4 million, and $0, respectively.

Gas Carrier Segment

In connection with our acquisition of four VLGC newbuildings in 2017, we entered into new service agreements with TMS Cardiff Gas on similar terms as the service agreements contemplated by the New TMS Agreements with TMS Bulkers and TMS Offshore Services. All management agreements with TMS Cardiff Gas had expired, as all VLGCs had been sold during the fourth quarter of 2018.

For the years ended December 31, 2018 and 2017, total charges from TMS Cardiff Gas under the management agreements amounted to $2.4 million and $0.5 million, respectively.

Cardiff Tankers Inc. – Cardiff Gas Ltd.

Under certain charter agreements for our tankers and previously-owned gas carrier vessels, Cardiff Tankers Inc. and Cardiff Gas Ltd., two Marshall Islands entities that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and Chief Executive Officer, provide services related to the sourcing, negotiation and execution of charters, for which they are entitled to a 1.25% commission on the charter hire earned by those vessels. Cardiff Gas provided us with such services until the disposal of our four VLGCs during the fourth quarter of 2018.

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Consultancy Agreements

Under the consultancy agreement effective from September 1, 2010 between the Company and Vivid Finance Limited, or Vivid Finance, a company that may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou, Vivid provided us with financing-related services. Effective January 1, 2013, we amended the agreement with Vivid to limit the scope of the services provided under the agreement to us and our subsidiaries or related parties. In essence, post-amendment, our consultancy agreement with Vivid was in effect for our tanker, drybulk and offshore support shipping segments only. Effective December 31, 2016, the consultancy agreement with Vivid was terminated at no cost by mutual agreement of the parties. On October 22, 2008, we entered into a consultancy agreement with Fabiana Services S.A., a Marshall Islands entity, or Fabiana, as amended and supplemented from time to time that may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou, with an effective date of February 3, 2008. Under the agreement, Fabiana provided the services of our Chairman and Chief Executive Officer. Effective December 31, 2016, the consultancy agreement with Fabiana was terminated at no cost by mutual agreement of the parties. Under the consultancy agreement effective from January 1, 2015 between the Company and Basset Holdings Inc., or Basset Holdings, a Marshall Islands company that may be deemed to be beneficially owned by our President and Chief Financial Officer Mr. Anthony Kandylidis, Basset Holdings provided the services of Mr. Kandylidis in his capacity as our Executive Vice President, and since May 2016 in his capacity as President and since December 2016 in his capacity as Chief Financial Officer. Effective December 31, 2016, the consultancy agreement with Basset Holdings was terminated at no cost by mutual agreement of the parties.

Sifnos Shareholders Inc. and Sierra Investments Inc.

On October 21, 2015, as amended on November 11, 2015, we entered the Revolving Credit Facility with Sifnos, an entity that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and Chief Executive Officer, for general working purposes. The Revolving Credit Facility was secured by shares that we held in Ocean Rig and in Nautilus and by a first priority mortgage over one Panamax drybulk carrier. The Revolving Credit Facility had a tenor of three years. Under this agreement, the lender had the right to convert a portion of the outstanding Revolving Credit Facility into shares of our common stock or into shares of common stock of Ocean Rig held by us. The conversion would be based on the volume weighted average price of either stock plus a premium. In addition, the lenders and the borrowers had certain conversion rights the exercise of which was approved by our board of directors on December 11, 2015. Specifically, we, as the borrower under this agreement, had the right to convert $10,000 of the outstanding Revolving Credit Facility into 8 preferred shares (100,000,000 before the 1-for-25, 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of us. As of December 22, 2015 the Company drew down the amounts of $30.0 million under the Revolving Credit Facility. On December 30, 2015, our board of directors elected to convert $10.0 million of the outstanding principal amount of the outstanding Revolving Credit Facility into 8 shares of our Series B Convertible Preferred Stock (100,000,000 before the 1-for-25, 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). Each share of Series B Convertible Preferred Stock had the right to vote with the common shares on all matters on which our common shares were entitled to vote as a single class and each share of Series B Convertible Preferred Stock had five votes. The shares of Series B Convertible Preferred Stock were to be mandatorily converted into shares of our common shares on a one to one basis within three months after the issuance thereof or any earlier  date selected by us in our sole discretion. The above transactions were approved by the independent members of our board of directors on the basis of fairness opinions obtained in connection with those transactions.

On March 24, 2016, we entered into an agreement to increase the Revolving Credit Facility. The Revolving Credit Facility was amended to increase the maximum available amount by $10.0 million to $70.0 million, to give us an option to extend the maturity of the facility by 12 months to October 21, 2019, and to cancel the option of the lender to convert the outstanding loan to our common stock. Additionally, subject to Sifnos prior written consent, we had the right to convert $8.75 million of the outstanding balance of the loan into 29 of our preferred shares (3,500,000 shares before the 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits shares), with a voting power of 5:1 (vis-à-vis common stock) and would mandatorily convert into common stock on a 1:1 basis within 3 months after such conversion. As part of the transaction, we also entered into a Preferred Stock Exchange Agreement to exchange the 8 Series B Convertible Preferred Shares (100,000,000 before the 1-for-25, 1-for-4, 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) held by Sifnos for $8.75 million. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion. We subsequently cancelled the Series B Convertible Preferred Shares previously held by Sifnos, effective March 24, 2016.

On March 29, 2016, we drew down the amount of $28.0 million under the Revolving Credit Facility.

On April 5, 2016, we sold all of our shares in Ocean Rig, to a subsidiary of Ocean Rig for total cash consideration of approximately $49.9 million and used $45.0 million from the proceeds, to partly reduce the outstanding amount under the Revolving Credit Facility.  In addition we reached an agreement under the Revolving Credit Facility whereby Sifnos agreed to, among other things, (i) release its lien over the Ocean Rig shares and (ii) waive any events of default, subject to a similar agreement being reached with the rest of the lenders to DryShips, in exchange for a 40% loan to value maximum loan limit, being introduced under the facility. In addition, the interest rate under the loan was reduced to 4% plus LIBOR. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

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On September 9, 2016, we entered into an agreement to convert $8.75 million of the outstanding balance of the Revolving Credit Facility into 29 shares of our Series D Preferred shares (3,500,000 shares before the 1-for-15, 1-for-8, 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits shares), which were issued on September 13, 2016. Each preferred share had 100,000 votes and was not convertible into our common stock. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion. Also on September 21, 2016, we drew down the amount of $7.8 million under the Revolving Credit Facility.

On October 31, 2016, the Revolving Credit Facility was amended to increase the maximum available amount by $5.0 million to $75.0 million and to give us an option within 365 days to convert $7.5 million of the outstanding loan into shares of our common stock. On October 31, 2016 and as part of the sale of the vessel owning companies of Panamax drybulk carriers, the Amalfi, Galveston and Samatan, we paid the amount of $58.6 million to the new owners, being the difference between the purchase price and the outstanding balance of the respective secured credit facility, by increasing by the same amount the outstanding balance of the Revolving Credit Facility. Therefore, following this transaction, the outstanding balance under the Revolving Credit Facility was $69.4 million. This transaction was approved by the independent members of our board of directors on the basis of vessel valuations and a fairness opinion.

On November 30, 2016, Sifnos became the lender of record under two syndicated loans previously arranged by HSH Nordbank, with an outstanding balance of an aggregate $85.1 million under the ex-HSH syndicated facilities.

On December 15, 2016, we made a prepayment of $33.5 million under the Revolving Credit Facility.

On December 30, 2016, we entered into the New Revolving Facility with Sifnos for the refinancing of its prior outstanding debt, which then amounted to a total of $121.0 million. Under the terms of the New Revolving Facility, Sifnos extended a new loan of up to $200.0 million that was secured by all of our then present and future assets except the MV Raraka. The New Revolving Facility carried an interest rate of LIBOR plus 5.5%, was non-amortizing, had a tenor of three years, had no financial covenants and was arranged with a fee of 2.0% and had a commitment fee of 1.0%. In addition, Sifnos had the ability to participate in realized asset value increases of the collateral base in a fixed percentage of 30%. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

On January 19, 2017 and March 10, 2017, we acquired two VLGCs, which were then under construction and on April 6, 2017, acquired the two remaining VLGCs then under construction pursuant to the LPG Option Agreement and partially financed the closing price of the acquisition of the vessel owning companies of the four vessels by using the then remaining undrawn liquidity of $79.0 million, under the New Revolving Facility. On May 23, 2017, we were released of all of our obligations and liabilities under the New Revolving Facility, as amended, through a Notice of Release from Sifnos, and entered into the Revolving Facility with Sierra and a separate participation rights agreement with Mountain, both entities that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and Chief Executive Officer. The Revolving Facility carried an interest rate of LIBOR plus 6.5%, was non-amortizing, had a tenor of five years, had no financial covenants and was arranged with a fee of 1.0%. In addition, Mountain had the ability to participate in realized asset value increases of all of our present and future assets, except the vessel Samsara, in a fixed percentage of 30% in case of their sale and had a duration of up to the maturity of the Revolving Facility. The transaction was approved by the independent members of our board of directors and a fairness opinion was obtained in connection with this transaction.

On August 29, 2017, in connection with the Private Placement, we reduced the principal outstanding balance of the Revolving Facility by $27.0 million.

On October 4, 2017, in connection with the closing of the Rights Offering, we reduced the principal outstanding balance of the Revolving Facility by $99.2 million.

On October 25, 2017, we entered into the Loan Facility Agreement with Sierra to refinance the outstanding debt under Revolving Facility, amounting to a total of $73.8 million. The Loan Facility Agreement carried an interest rate of LIBOR plus 4.5%, was non-amortizing, had a tenor of five years, had no arrangement or commitment fee and was secured by four of our vessels, two tanker vessels (Samsara and Balla) and two drybulk carrier vessels (Judd and Castellani). Furthermore, it contained only one financial covenant, according to which the fair market values of mortgaged vessels should be at least 200% of the Loan Facility Agreement outstanding amount. No arrangement fees or otherwise were charged in connection with the refinancing. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

On February 1, 2018, we repaid in full the outstanding balance of $73.8 million under the Loan Facility Agreement.

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Other Agreements

Ocean Rig

On March 29, 2016, we entered into 60 day time charter agreements for the offshore support vessels Crescendo and Jubilee with a subsidiary of Ocean Rig to assist with the stacking of Ocean Rig's drilling units in Las Palmas. The transactions were approved by the independent members of our board of directors.

On April 5, 2016, we sold all of our shares in Ocean Rig to a subsidiary of Ocean Rig for total cash consideration of approximately $49.9 million. As of April 5, 2016, we no longer hold any equity interest in Ocean Rig.

Vessel Transactions

On March 24, 2016, we concluded a new sales agreement with entities that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and Chief Executive officer, for the sale of our Capesize vessels Rangiroa, Negonego, Fakarava, along with the associated debt, which had an outstanding balance of $102.1 million at March 24, 2016. On March 30, 2016, we received the lender's consent for the sale of the vessels and made a prepayment of $15.0 million, under the respective loan agreement. On March 31, 2016, the shares of the vessel owning companies were delivered to their new owners. The transaction was approved by the independent members of our board of directors taking into account independent third-party broker charter free valuations certificates.

On September 16, 2016 and October 26, 2016, we entered into sales agreements with entities that may be deemed to be beneficially owned by Mr. George Economou for the sale of the shares of our owning companies of the Panamax vessel Oregon and the Panamax vessels Amalfi and Samatan, respectively. The transactions were approved by the independent members of our board of directors taking into account independent third-party broker charter free valuations certificates.

On January 12, 2017, we entered into the LPG Option Agreement with companies that may be deemed to be beneficially owned by our Chairman and Chief Executive Officer, Mr. George Economou, to purchase up to four high specifications VLGCs capable of carrying LPG that were then under construction at HHI. In January 2017, March 2017, and April 2017, we exercised all four of our options for $83.5 million each under the LPG Option Agreement, pursuant to which we acquired (i) the four owning companies that were parties to the four aforementioned VLGC newbuilding contracts with HHI and (ii) Cardiff LPG Ships Ltd and Cardiff LNGShips Ltd. The transaction was approved by the independent members of our board of directors taking into account independent third-party broker valuations. As of the date of this annual report, all four of our VLGCs have been disposed to unaffiliated buyers pursuant to the Memoranda of Agreements dated July 4, 2018.

On May 15, 2017, we entered into a purchase agreement with an entity that may be deemed to be beneficially owned by Mr. Economou for the purchase of the shares of the owning company of the Suezmax newbuilding vessel Samsara. The transaction was approved by the independent members of our board of directors taking into account independent third-party broker charter free valuations certificates and the long-term employment on a fixed rate basis plus profit share, provided by the seller. The vessel was time chartered back to the seller and employed from May 24, 2017 under a five year time charter plus optional periods in charterer's option at a base rate plus profit share. The charterer was also granted purchase options at the end of each firm period.

On May 31, 2018, we entered into two separate share purchase agreements with entities that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning companies of the Newcastlemax drybulk carrier Huahine and the Suezmax tanker vessel Marfa, including their associated credit facilities, respectively. The transactions were approved by the independent members of our board of directors taking into account independent third-party broker charter free valuations certificates.

On June 20, 2018, we entered into an index-linked employment agreement for the Newcastlemax drybulk carrier Huahine with TMS Dry. Under the agreement, we could give 60-days advance termination notice and could then seek alternative or fixed rate employment. The transaction was approved by the independent members of our board of directors taking into account among other things the actual speed and consumption figures of the vessel,  the terms of the proposed time charter party, fixtures of sister vessels the Company owns and general market activity.  On July 30, 2018 and upon notice of termination, the employment agreement with TMS Dry was terminated.

On November 19, 2018, we entered into a share purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Aframax tanker vessel Botafogo, including its associated credit facility. The transaction was approved by the independent members of our board of directors taking into account independent third-party broker charter free valuations certificates.

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On November 19, 2018, we entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, from with entities that may be deemed to be beneficially owned by Mr. George Economou, our Chairman and CEO, for an aggregate bareboat charterhire of $171.5 million. These vessels were already secured by mortgages under secured credit facilities that expire from April 2028 to February 2029, bear interest at LIBOR plus a margin and are repayable in quarterly installments with balloon payments at maturity. The bareboat charterhire is payable as follows: i) an amount of $99.9 million in advance (advance bareboat charterhire), being the difference between the aggregate bareboat charterhire and the then outstanding balance of the aforementioned secured credit facilities, and ii) an amount of $71.6 million in quarterly installments equal to the respective installments of the aforementioned secured credit facilities, being the then outstanding balance of the relevant credit facilities, bearing the same interest (LIBOR plus margin) and balloon payments at maturities. As part of the agreements, there are purchase obligations upon payment of each balloon installment at each last repayment date. On the same date, we entered into three separate index linked employment agreements for each of the aforementioned vessels with TMS Dry. Under the agreements, we can give 60-days advance termination notice and can then seek alternative or fixed rate employments. The transactions were approved by the independent members of our board of directors taking into account i) independent third-party broker charter free valuations certificates and ii) the speed and consumption of actual figures of each vessel, the terms of the proposed time charter parties, fixtures of sister vessels the Company owns and general market activity.

On January 11, 2019, we entered into an index-linked employment agreement for our 2014 built Newcastlemax drybulk carrier, the Marini, with TMS Dry. Under the charter, the gross rate is linked to the Baltic Capesize Index (BCI5TC) plus 16% and has an expected duration of 10 to 12 months. The transaction was approved by the independent members of our board of directors taking into account among other things the actual speed and consumption figures of the vessel, the terms of the proposed time charter party, fixtures of sister vessels the Company owns and general market activity.

Term Sheet, Private Placement and Rights Offering

See description of the Term Sheet, Private Placement and Rights Offering in "Item 4. Information on the Company—A. History and Development of the Company—Business Development—Developments related to Sifnos and Sierra."

C.Interests of Experts and Counsel

Not applicable.

Item 8.Financial Information

A.Consolidated statements and other financial information.

See "Item 18. Financial Statements."

Legal Proceedings

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business.

We have obtained hull and machinery insurance for the assessed market value of our fleet and protection and indemnity insurance. However, such insurance coverage may not provide sufficient funds to protect us from all liabilities that could result from its operations in all situations. Risks against which we may not be fully insured or insurable include environmental liabilities, which may result from a blow-out or similar accident, or liabilities resulting from reservoir damage alleged to have been caused by our negligence.

As part of the normal course of operations, our customers may disagree on amounts due to us under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as we reach agreement with the customer on the amounts due.

HPOR Servicos De Consultaria Ltda, or HPOR, on September 1, 2016 commenced London arbitration references against, among others, us, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, us for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. We have vigorously been defending such allegations and on December 13, 2018, HPOR's appeal was dismissed, with the Commercial Court confirming the decision of the arbitral tribunal and also refusing HPOR permission to appeal further. We and Ocean Rig UDW, or Ocean Rig, were therefore entirely successful. No further appeal is possible by HPOR and the matter is considered closed.

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On July 4, 2017, we announced that we and Mr. Economou had been named as defendants in a lawsuit filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest. We and Mr. Economou subsequently filed motions to dismiss. The Court finally determined those motions on February 26, 2018. Plaintiff filed a motion for voluntary dismissal without prejudice and the Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiffs filed a new action in the U.S. District Court for the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.) alleging breaches of fiduciary duty and violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On March 14, 2018, Defendants moved for an order requiring Plaintiffs to pay Defendants' costs incurred in the prior action, and for a stay pending payment of costs. On April 22, 2018, plaintiffs filed a first amended complaint propounding additional allegations for constructive or common law fraud or violation of Section 9 of the Securities Exchange Act of 1934. On October 10, 2018, the magistrate judge issued a report and recommendation, recommending that the Court grant Defendants' motion for costs in part, and that the Court stay further proceedings pending Plaintiffs' satisfaction of the cost award. On October 31, 2018, over the Plaintiff's objection, the Court adopted the magistrate's report and recommendation, granted defendants' motion for costs and for stay pending payment of costs in part, and ordered that the case be stayed until plaintiffs satisfy the cost award.  The case was administratively closed by order dated October 31, 2018.  Plaintiffs filed a notice of appeal of the district court's order to the Fifth Circuit Court of Appeals on October 31, 2018, and filed their opening brief in that appeal on December 28, 2018.  Defendants-appellees filed their brief in opposition on January 28, 2019, and Plaintiffs-appellants served their reply brief on or about the same day. We and Mr. Economou believe that the complaint is without merit and intend to contest the allegations in the Texas action.

On August 2, 2017, a putative class action complaint was filed in the United States District Court for the Eastern District of New York (No. 17-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, us and two of our executive officers. The complaint alleges that we and two of our executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. An amended complaint was filed by the putative lead plaintiff on September 21, 2018 in accordance with the schedule set by the Court, adding a Section 20A claim against all defendants, and a Section 20(a) claim against one of our directors named as an additional defendant. On October 26, 2018, we served a motion to dismiss.  On December 14, 2018, we filed the fully-briefed motion to dismiss and opposition papers.  On November 30, 2018, putative lead plaintiffs served a motion to strike extraneous documents attached to our motion to dismiss filings.  The putative lead plaintiffs filed the fully-briefed motion papers on December 26, 2018. The Court has scheduled a status conference for May 29, 2019. We and our management believe that the complaint is without merit and plan to vigorously defend themselves against the allegations.

On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017-198) by certain Ocean Rig creditors against, among others, us and two of our executive officers (who are currently directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(1), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. We (and all other defendants) moved to dismiss the case on October 31, 2017. Following briefing and oral argument, by order dated September 27, 2018, the Court granted Defendants' Joint Motion to Dismiss Complaint, and Defendants George Economou and Antonios Kandylidis' Motion to Dismiss, dismissing the case in its entirety without leave to replead. On or about October 24, 2018, Plaintiffs filed a notice of appeal to the Marshall Islands Supreme Court. The plaintiff-appellant's opening brief is due to be filed on March 6, 2019, with the defendant-appellee's opposition brief due on May 15, 2019 and the plaintiff-appellant's reply brief due on May 27, 2019.  We and our management believe that the complaint is without merit and plan to vigorously defend themselves against the allegations.

Ocean Rig has funded a preserved claims trust, or PCT. The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig's creditors referenced above, and certain other claims. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all of the scheme creditors in the restructuring.

We and certain of our officers and directors have received subpoenas from the SEC requesting certain documents and information from us in connection with offerings made by us between June 2016 and August 2017. We are providing the requested information to the SEC and continue to respond to the ongoing requests from the SEC.

Other than the cases mentioned above, we are not a party to any material litigation where claims or counterclaims have been filed against us other than routine legal proceedings incidental to our business.

Dividend Policy

In light of a lower freight rate environment and a highly challenged financing environment, our board of directors, beginning with the fourth quarter of 2008, previously suspended dividends on shares of our common stock. Beginning for the fourth quarter ended December 31, 2016, our board of directors approved a dividend policy to declare and pay quarterly dividends of $2.5 million to holders of our common stock. The dividend per share to be paid by us is determined based on the number of shares outstanding on the applicable record date. Accordingly, our board of directors declared quarterly dividends of $2.5 million to holders of our common stock for the quarter ended March 31, 2018. On July 30, 2018, our board of directors has decided to suspend our previously announced cash dividend policy until further notice.

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Declaration and payment of any dividend is subject to the discretion of our board of directors. The timing and amount of dividend payments will be dependent upon our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our credit facilities and financing arrangements, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors.

The payment of dividends is not guaranteed or assured and may be discontinued at any time at the discretion of our board of directors. Because we are a holding company with no material assets other than the stock of our subsidiaries, our ability to pay dividends will depend on the earnings and cash flow of our subsidiaries and their ability to pay dividends to us. If there is a substantial decline in the drybulk, tanker or offshore support charter market, our earnings would be negatively affected thus limiting our ability to pay dividends. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividend.

We believe that, under current U.S. law, any future dividend payments from our then current and accumulated earnings and profits, as determined under U.S. federal income tax principles, would constitute "qualified dividend income" and, as a consequence, non-corporate U.S. shareholders would generally be subject to the same preferential U.S. federal income tax rates applicable to long-term capital gains with respect to such dividend payments. Distributions in excess of our earnings and profits, as so calculated, will be treated first as a non-taxable return of capital to the extent of a U.S. stockholder's tax basis in its common shares on a dollar-for-dollar basis and thereafter as capital gain. Please see "Item 10. Additional Information—E. Taxation" for additional information relating to the tax treatment of our dividend payments.

Our dividend policy is assessed by our board of directors from time to time. The suspension of dividends allows us to preserve capital and use the preserved capital to capitalize on market opportunities as they may arise. In addition, other external factors, such as our lenders imposing restrictions on our ability to pay dividends under the terms of our credit facilities and financing arrangements, may limit our ability to pay dividends. Further, we may not be permitted to pay dividends if we are in breach of the covenants contained in our credit facilities and financing arrangements, as applicable.

B.Significant Changes

See note 22 of "Item 18. Financial Statements."

Item 9.The Offer and Listing

Shares of our common stock currently trade on the Nasdaq Capital Market under the symbol "DRYS."

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Item 10.Additional Information

A.Share Capital

Not applicable.

B.Memorandum and Articles of Association

The information set forth in the sections entitled "Description of Capital Stock" and "Description of Preferred Shares" in the Rule 424(b)(2) Prospectus Supplement to our Registration Statement on Form F-3 (Registration No. 333-202821), filed with the SEC on August 31, 2017, is incorporated by reference herein, provided that as of February 28, 2019, we had 86,886,627 shares of our common stock outstanding.

The following is a description of the material terms of our Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws.

Description of Shares of Common Stock

Under our Amended and Restated Articles of Incorporation, our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share. Each of our outstanding shares of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any outstanding shares of preferred shares, holders of shares of our common stock are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Holders of shares of our common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of our common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of shares of our common stock are subject to the rights of the holders of any preferred shares that may be outstanding. Shares of our common stock are listed on the Nasdaq Capital Market under the symbol "DRYS."

See "Item 4. Information on the Company—A. History and Development of the Company—Business Development" for a list of recent issuances and reverse-stock splits of our common stock.

Description of Preferred Shares

As of the date of this annual report, we are authorized to issue up to 500,000,000 shares of preferred stock, par value $0.01 per share, of which 100,000,000 have been designated as Series A Convertible Preferred Stock, 10,000,000 have been designated as Series A Participating Preferred Stock, 100,000,000 have been designated as Series B Convertible Preferred Stock, 10,000 shares have been designated as Series C Convertible Preferred Stock, 3,500,000 shares have been designated as Series D Preferred Stock, 50,000 shares have been designated as Series E-1 Convertible Preferred Stock, and 50,000 shares have been designated as Series E-2 Convertible Preferred Stock. As of February 28, 2019, there were no preferred shares issued and outstanding.

Our Articles of Incorporation and Bylaws

Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws do not impose any limitations on the ownership rights of our shareholders.

Directors

Our directors are elected by a plurality of the votes cast by shareholders entitled to vote in an election. Our Amended and Restated Articles of Incorporation provide that cumulative voting shall not be used to elect directors. Our board of directors must consist of at least three members. The exact number of directors is fixed by a vote of at least 66 2/3% of the entire board. Our Second Amended and Restated Bylaws provide for a staggered board of directors whereby directors shall be divided into three classes: Class A, Class B and Class C which shall be as nearly equal in number as possible. Shareholders, acting as at a duly constituted meeting, or by unanimous written consent of all shareholders, initially designated directors as Class A, Class B or Class C. The term of our directors designated Class A directors expires at our 2020 annual meeting of shareholders. Class B directors serve for a term expiring at our 2021 annual meeting of shareholders. Directors designated as Class C directors serve for a term expiring at our 2019 annual meeting of shareholders. At annual meetings for each initial term, directors to replace those whose terms expire at such annual meetings will be elected to hold office until the third succeeding annual meeting. Each director serves his respective term of office until his successor has been elected and qualified, except in the event of his death, resignation, removal or the earlier termination of his term of office. Our board of directors has the authority to fix the amounts which shall be payable to the members of the board of directors for attendance at any meeting or for services rendered to us.

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Under our Second Amended and Restated Bylaws, no contract or transaction between us and one or more of our directors or officers, or between us and any other corporation, partnership, association or other organization of which one or more of our directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of our board of directors or a committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (i) the material facts as to his or her or their relationship or interest as to the contract or transaction are disclosed or are known to our board or directors or the applicable committee thereof and the board of directors or such committee, as applicable, in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient to constitute an act of the board of directors as defined under the BCA, then by unanimous vote of the disinterested directors; (ii) the material facts as to his or her or their relationship or interest as to the contract or transaction are disclosed or are known to our shareholders, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to us as of the time it is authorized, approved or ratified by our board of directors, a committee thereof or our shareholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee thereof that authorizes the contract or transaction.

Shareholder Meetings

Under our Second Amended and Restated Bylaws, annual shareholders meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting.

Dissenters' Rights of Appraisal and Payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation or sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his shares is not available under the BCA for the shares of any class or series of stock, which shares or depository receipts in respect thereof, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our Amended and Restated Articles of Incorporation, a shareholder also has the right to dissent and receive payment for the shareholder's shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange.

Shareholders' Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Indemnification of Officers and Directors

Our Second Amended and Restated Bylaws include a provision that entitles any director or officer of the Company to be indemnified by the Company upon the same terms, under the same conditions and to the same extent as authorized by the BCA if he acted in good faith and in a manner reasonably believed to be in and not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

We are also authorized to carry directors' and officers' insurance as a protection against any liability asserted against our directors and officers acting in their capacity as directors and officers regardless of whether the Company would have the power to indemnify such director or officer against such liability by law or under the provisions of our Second Amended and Restated By-Laws. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The indemnification provisions in our Second Amended and Restated Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders.

Anti-Takeover Provisions of Our Charter Documents

Several provisions of our Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

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Blank Check Preferred Stock

Under the terms of our Amended and Restated Articles of Incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 500,000,000 shares of blank check preferred stock, of which 100,000,000 of these shares have been designated as Series A Convertible Preferred Stock, 10,000,000 of these shares have been designated as Series A Participating Preferred Stock, 100,000,000 of those have been designated as Series B Convertible Preferred Stock, 10,000 shares designated as Series C Convertible Preferred stock, 3,500,000 shares designated as Series D Preferred stock, 50,000 shares have been designated as Series E-1 Convertible Preferred Stock, and 50,000 shares have been designated as Series E-2 Convertible Preferred Stock. As of February 28, 2019, there were no preferred shares outstanding. Our board of directors may issue additional shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Classified Board of Directors

Our Amended and Restated Articles of Incorporation provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. The classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.

Election and Removal of Directors

Our Amended and Restated Articles of Incorporation prohibit cumulative voting in the election of directors. Further, our Second Amended and Restated Bylaws require shareholders to give advance written notice of nominations for the election of directors. Our Second Amended and Restated Bylaws also provide that our directors may be removed only for cause and only upon affirmative vote of the holders of at least 66 2/3% of the outstanding voting shares of the Company. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Limited Actions by Shareholders

Under the BCA and our Second Amended and Restated Bylaws, any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.

Our Second Amended and Restated Bylaws further provide that, unless otherwise prescribed by law, only a majority of our board of directors, the chairman of our board of directors or the President may call special meetings of our shareholders, and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting of shareholders for shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting of shareholders.

Advance Notice Requirements for Shareholder Proposals and Director Nominations

Our Second Amended and Restated Bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder's notice must be received at our principal executive offices not less than 150 days not more than 180 days prior to the one year anniversary of the preceding year's annual meeting of shareholders. Our Second Amended and Restated Bylaws also specify requirements as to the form and content of a shareholder's notice. These provisions may impede shareholders' ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

C.Material Contracts

We refer you to "Item 4. Information on the Company," "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources," and "Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions" for a discussion of our material agreements that we have been a party to outside the ordinary course of our business during the two-year period immediately preceding the date of this annual report. Other than the agreements discussed in the aforementioned sections of this annual report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we or any member of the group is a party.

D.Exchange Controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.

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E.Taxation

The following discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed U.S. Treasury Department regulations, or Treasury Regulations, administrative rulings, pronouncements and judicial decisions, all as of the date of this annual report. Unless otherwise noted, references to the "Company" include the Company's subsidiaries. Except as otherwise discussed herein, this discussion assumes that the Company does not have an office or other fixed place of business in the United States.

Taxation of the Company's Shipping Income: In General

The Company anticipates that it will derive gross income from the use and operation of vessels and offshore support vessels in international commerce and that this income will principally consist of freights from the transportation of cargoes, hire or lease from time or voyage charters and the performance of services directly related thereto, which the Company refers to as "shipping income."

Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the United States. The Company is not permitted by law to engage in transportation that gives rise to 100% U.S. source income. Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States.

Shipping Income derived from sources outside the United States will not be subject to U.S. federal income tax.

Based upon the Company's anticipated shipping operations, the Company's vessels will operate in various parts of the world, including to or from U.S. ports. Unless exempt from U.S. taxation under Section 883 of the Code, the Company will be subject to U.S. federal income taxation, in the manner discussed below, to the extent its shipping income is considered derived from sources within the United States.

Application of Code Section 883

Under the relevant provisions of Section 883 of the Code and the Treasury Regulations promulgated thereunder, the Company will be exempt from U.S. taxation on its U.S. source shipping income if:

(i) It is organized in a "qualified foreign country" which is one that grants an equivalent exemption from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883 of the Code, which the Company refers to as the "Country of Organization Requirement"; and

(ii) It can satisfy any one of the following two (2) stock ownership requirements:

• more than 50% of the Company's stock, in terms of value, is beneficially owned by individuals who are residents of a qualified foreign country, which the Company refers to as the "50% Ownership Test"; or

• the Company's stock is "primarily and regularly" traded on an established securities market located in the United States or in a qualified foreign country, which the Company refers to as the "Publicly Traded Test".

The U.S. Treasury Department has recognized (i) the Marshall Islands, the country of incorporation of the Company and of a number of its ship-owning subsidiaries and (ii) Malta, the country of incorporation of the remaining ship-owning subsidiaries of the Company, as qualified foreign countries. Accordingly, the Company and its subsidiaries satisfy the Country of Organization Requirement.

Therefore, the Company's eligibility to qualify for exemption under Section 883 is wholly dependent upon being able to satisfy one of the stock ownership requirements. For the 2018 taxable year, the Company believes that it satisfied the Publicly-Traded Test.

Because the Company's common stock, which was the Company's sole class of issued and outstanding stock in 2018, is listed on the NASDAQ Capital Market, the Company believes that it can rely on its common stock as "primarily traded" and "regularly traded" on an established securities market during the 2018 taxable year. The Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively, under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the 5 Percent Override Rule.

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For purposes of determining the persons that own 5% or more of our common shares, or "5% Shareholders," the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our common shares. The Treasury Regulations further provide that an investment company identified on an SEC Schedule 13G or Schedule 13D filing that is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes. We believe that 5% Shareholders controlled more than 50% of our common shares for more than half of the days in the taxable year, and therefore, we triggered the 5 Percent Override Rule.  However, even if the 5 Percent Override Rule is triggered, if the Company receives ownership statements, as prescribed by relevant Treasury Regulations, from the 5% Shareholders and each intermediary company through which such shareholders hold their shares, such shareholders can be excluded from the determination that 5% Shareholders controlled more than 50% of our common shares.  We expect to receive such ownership statements in the form and manner required by the Treasury Regulations, and therefore, we expect to qualify for Section 883 for the 2018 taxable year.  There can be no assurance that we will be able to satisfy the requirements of Section 883 of the Code in any future taxable year.

Taxation in Absence of Exemption under Section 883 of the Code

Because the Company is not eligible for benefits of Section 883 of the Code, the Company's U.S. source shipping income is subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, or the 4% gross basis tax regime. Since under the sourcing rules described above, no more than 50% of the Company's shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on the Company's shipping income would never exceed 2% under the 4% gross basis tax regime.

Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

U.S. Federal Income Taxation of Holders

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term "U.S. Holder" means a beneficial owner of common shares that is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor regarding the U.S. federal income tax consequences of owning an interest in a partnership that holds our common shares.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified dividend income" as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current or accumulated earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in its common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, the Holders of commons shares that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions they receive from the Company. Dividends paid with respect to our common shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate, or a U.S. Individual Holder, will generally be treated as "qualified dividend income" that is taxable to such U.S. Individual Holders at preferential tax rates provided that (1) the Company's common shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market, on which our common shares are listed); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are, have been or will be); and (3) the U.S. Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend. There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a U.S. Individual Holder.  Any dividends paid by the Company which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder.

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Special rules may apply to any "extraordinary dividend", which is generally a dividend in an amount which is equal to or in excess of ten percent of a stockholder's adjusted basis (or fair market value in certain circumstances) in one of our common shares. If we pay an "extraordinary dividend" on our common shares that is treated as "qualified dividend income," then any loss derived by a U.S. Individual Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common Shares

Assuming we do not constitute a passive foreign investment company for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such shares. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Otherwise, such gain or loss will be treated as long-term capital gain on loss. Such capital gain or loss will generally be treated as U.S.-source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or a PFIC, for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares, either:

• at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

• at least 50% of the average value of the assets held by the Company during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. Based on our current operations and future projections, we do not believe that we are, nor do we expect to become, a PFIC with respect to any taxable year. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the tankers, should not constitute assets that produce, or are held for the production of, passive income for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service, IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, in the absence of any legal authority specifically relating to the Code provisions governing PFICs, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner so as to avoid being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to elect to mark-to-market our common shares, which election we refer to as a "Mark-to-Market Election." In addition, if we were to be treated as a PFIC for any taxable year, a U.S. Holder that owns our common shares in that year would generally be required to file a Form 8621 with its U.S. federal income tax return for that year.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as a "U.S. Electing Holder," the U.S. Electing Holder must report each year for U.S. federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the U.S. Electing Holder, regardless of whether or not distributions were received from us by the U.S. Electing Holder. The U.S. Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. A U.S. Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a QEF election with respect to any taxable year that our company is a PFIC by filing IRS Form 8621 with his U.S. federal income tax return. If we were aware that we were to be treated as a PFIC for any taxable year, we would provide each U.S. Holder with all necessary information in order to make the QEF election described above.

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Taxation of U.S. Holders Making a Mark-to-Market Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our stock is treated as "marketable stock," a U.S. Holder would be allowed to make a Mark-to-Market Election with respect to our common shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such holder's adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election. A U.S. Holder's tax basis in its common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a Mark-to-Market Election for that year, whom we refer to as a "Non-Electing U.S. Holder," would be subject to special rules with respect to (1) any excess distribution (e.g., the portion of any distributions received by the Non-Electing U.S. Holder on our common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing U.S. Holder in the three preceding taxable years, or, if shorter, the Non-Electing U.S. Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of our common shares. Under these special rules:

• the excess distribution or gain would be allocated ratably over the Non-Electing U.S. Holders' aggregate holding period for the common shares;

• the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

• the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our common shares. If a Non-Electing U.S. Holder who is an individual dies while owning our common shares, such holder's successor generally would not receive a step-up in tax basis with respect to such shares.

U.S. Federal Income Taxation of "Non-U.S. Holders"

A beneficial owner of common shares, other than an entity treated as a partnership for U.S. federal income tax purposes, that is not a U.S. Holder is referred to herein as a "Non-U.S. Holder."

Dividends on Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:

• the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or

• the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

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If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other disposition of the common shares that is effectively connected with the conduct of that trade or business will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, if you are a corporate Non-U.S. Holder, your earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to a holder of common shares will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if paid to a non-corporate U.S. Holder who:

• ails to provide an accurate taxpayer identification number;

• is notified by the IRS that he has failed to report all interest or dividends required to be shown on his U.S. federal income tax returns; or

• in certain circumstances, fails to comply with applicable certification requirements.

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.

If a Non-U.S. Holder sells our common shares to or through a U.S. office or broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless the Non-U.S. Holder certifies that it is a non-U.S. person, under penalties of perjury, or it otherwise establishes an exemption. If a Non-U.S. Holder sells common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to the Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States.

Backup withholding tax is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other assets, the common shares, unless the shares held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged consult their own tax advisors regarding their reporting obligations under this legislation.

Marshall Islands Tax Considerations

We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our stockholders.

Other Tax Considerations

In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. The amount of any such tax imposed upon our operations may be material.

We provide offshore support services to third parties through our wholly-owned subsidiaries. Such services may be provided in countries where the tax legislation subjects offshore support revenue to withholding tax or other corporate taxes, and where the operating cost may also be increased due to tax requirements. The amount of such taxable income and liability will vary depending upon the level of our operations in such jurisdiction in any given taxable year. Distributions from our subsidiaries may be subject to withholding tax.

106

We do not benefit from income tax positions that we believe are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority successfully challenges our operational structure, inter-company pricing policies or the taxable presence of our key subsidiaries in certain countries; or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country, particularly in the United States or Brazil, our effective tax rate on our world-wide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.

F.Dividends and Paying Agents

Not applicable.

G.Statement by Experts

Not applicable.

H.Documents on Display

We file reports and other information with the SEC. These materials, including this annual report and the accompanying exhibits are available from the SEC's website: http://www.sec.gov.

I.Subsidiary Information

Not applicable.

Item 11.Quantitative and Qualitative Disclosures about Market Risk

Our Risk Management Policy

Our primary market risks relate to adverse movements in the charterhire rates for our drybulk, tanker and offshore support fleet and any declines that may occur in the value of our assets, which consist primarily of our drybulk, tanker and offshore support vessels. Our policy is to continuously monitor our exposure to other business risks, including the impact of changes in interest rates, currency rates, charter rates and dayrates and bunker prices on earnings and cash flows. We intend to assess these risks and, when appropriate, enter into derivative contracts with credit-worthy counterparties to minimize our exposure to these risks. In regard to charter rates and bunker prices, as our employment policy for our vessels has been, and is expected to continue to be, with a high percentage of our fleet on periodic employment, we are not directly exposed to increases in bunker fuel prices as these are the responsibility of the charterer under period charter arrangements.

We regularly review the strategic decision with respect to the appropriate ratio of spot charter revenues to fixed-rate charter revenues taking into account its expectations about spot and time charter forward rates. Decisions to modify fixed-rate coverage are implemented in either the physical markets through changes in time charters or in the FFA markets, thus managing the desired strategic position while maintaining flexibility of ship availability to customers. We enter into FFAs with an objective of economically hedging risk seeking to reduce its exposure to changes in the spot market rates earned by some of its vessels in the normal course of our shipping business. None of these FFAs qualify as cash flow hedges for accounting purposes. FFAs are executed mainly through clearinghouses, which may require the posting of collateral by all participants. The use of a clearing house reduces our exposure to counterparty credit risk.

Under the terms of our credit facilities and financing arrangements, we are required to maintain compliance with minimum valuation covenants in regard to the vessels that are mortgaged to those banks. As such, in order to monitor on a regular basis the current market value of our fleet and thus to highlight any downturn in its value, we obtain on a semi-annual basis two independent valuations of all of our vessels from two international sale and purchase brokers to determine the ongoing market value of our fleet. These valuations are used in the assessment regarding the necessary ongoing level of depreciation that we are recording on our books.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term and short-term debt. The international shipping and offshore industries are capital intensive, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt (credit facilities, financing arrangements) and finance lease agreements. Our credit facilities, financing arrangements and finance leases usually contains interest rates that fluctuate with LIBOR. Increasing interest rates could adversely impact future earnings.

Historically, we have been subject to market risks relating to changes in interest rates because we have had significant amounts of floating rate debt outstanding. We manage this risk by entering into interest rate swap agreements in which we exchange fixed and variable interest rates based on agreed upon notional amounts. We use such derivative financial instruments as risk management tools and not for speculative or trading purposes. In addition, the counterparties to our derivative financial instruments are major financial institutions, which helps us to manage our exposure to nonperformance of our counterparties under our debt agreements.

107

As of December 31, 2018, we did not have any interest rate swaps, cap or floor agreements.

Our interest expense is affected by changes in the general level of interest rates. As an indication of the extent of our sensitivity to interest rate changes, an increase in LIBOR of 1.0%, with all other variables held constant, would have increased our interest and finance costs, decreased our net income and cash inflows in the current year by approximately $3.6 million based upon our long-term debt and finance lease level at December 31, 2018.

Foreign Currency Exchange Risk

We generate a substantial portion of our revenues in U.S. dollars; however, a portion of our revenue under our contracts with Petrobras Brazil for our offshore support was receivable in Brazilian Real. For accounting purposes, expenses incurred in currencies other than the U.S. dollar are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. Because a significant portion of our expenses are incurred in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates, which could affect the amount of net income that we report in future periods. As of December 31, 2018, the net effect of a 1% adverse movement in U.S. dollar/Euro exchange rates, as well as the net effect of a 1% adverse movement in U.S. dollar/currencies other than the U.S. dollar exchange rates would not have a material effect on our net income.

Our international operations expose us to foreign exchange risk. We use a variety of techniques to minimize exposure to foreign exchange risk, such as the use of foreign exchange derivative instruments. Fluctuations in foreign currencies typically have not had a material impact on our overall results. In situations where payments of local currency do not equal local currency requirements, foreign exchange derivative instruments, specifically foreign exchange forward contracts, or spot purchases, may be used to mitigate foreign currency risk. A foreign exchange forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange. We do not enter into derivative transactions for speculative purposes. On December 31, 2018, we did not have any open foreign currency forward exchange contracts.

Item 12.Description of Securities Other than Equity Securities

A.Debt Securities

Not applicable.

B.Warrants and Rights

Not applicable.

C.Other Securities

Not applicable.

D.American Depository shares

Not applicable.

108

PART II

Item 13.Defaults, Dividend Arrearages and Delinquencies

None.

Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15.Controls and Procedures

(a) Disclosure Controls and Procedures

Management, including our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2018. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures.

Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2018, the Company's disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

(b) Management's Annual Report on Internal Control Over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in "Internal Control—Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO 2013 Framework, as of December 31, 2018.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management has assessed the effectiveness of the Company's internal control over financial reporting at December 31, 2018, based on the framework established in Internal Control—Integrated Framework issued by the COSO 2013 Framework. Based on the aforementioned assessment, management concluded that Company's internal control over financial reporting was effective as of December 31, 2018.

109

The independent registered public accounting firm, Ernst Young (Hellas) Certified Auditors Accountants S.A., that audited the consolidated financial statements of the Company for the year ended December 31, 2018, included in this annual report, has issued an attestation report on the Company's internal control over financial reporting.

(c) Report of Independent Registered Public Accounting Firm

The report of Ernst Young (Hellas) Certified Auditors Accountants S.A. included in "Item 18. Financial Statements" of this annual report is incorporated herein by reference.

(d) Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting that have occurred during the year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A.Audit Committee Financial Expert

Our board of directors has determined that Mr. Harry Kerames, whose biographical details are included in "Item 6. Directors, Senior Management and Employees," a member of our audit committee, qualifies as an "audit committee financial expert" as that term is defined under SEC regulations. Our board of directors has also determined that Messrs. Demathas, Kerames, Argyropoulos, and Kokkodis are independent under SEC Rule 10A-3 of the Exchange Act and Nasdaq independence rules.

Item 16B.Code of Ethics

We have adopted a code of ethics that applies to our directors, officers and employees. In March 2008, our board of directors adopted an amendment to our code of ethics that would permit our officers, directors and employees who own common shares to transact in our securities pursuant to trading plans adopted in reliance upon Rule 10b5-1 under the Exchange Act. In January 2018, we adopted a new stand-alone insider trading policy and amended our code of ethics to reflect the same. A copy of our code of ethics is posted on the DryShips Inc. website, and may be viewed at http://www.dryships.com. We will also provide a hard copy of our code of ethics free of charge upon written request of a shareholder. Shareholders may direct their requests to the attention of Investor Relations, c/o DryShips Management Services Inc., 109 Kifissias Avenue and Sina Street, 151 24 Marousi, Athens, Greece.

Item 16C.Principal Accountant Fees and Services

Audit Fees

The table below sets forth the total fees for the services performed by our Independent Auditors. The table below also identifies these amounts by category of services.

(U.S. Dollars in Thousands)	2017		2018
Audit and audit related fees	$	515	$	260
Total fees	$	515	$	260

The total fees for services performed by our independent auditors decreased for the year ended December 31, 2018, as compared to the respective period in 2017, mainly due to the reduction of our fleet with the disposal of some of our vessels and the abandonment of the spin-off of Gas Ships Limited, which was a one-off transaction, occurred in 2017.

There were no audit-related, tax or other fees billed in 2017 and 2018. Audit fees represent professional services rendered for the audit of our annual financial statements and services provided by the principal accountant in connection with statutory and regulatory fillings or engagements.

All audit services, including services described above, were pre-approved by our audit committee. Our audit committee is responsible for the appointment, retention, compensation, evaluation and oversight of the work of the independent auditors. As part of this responsibility, our audit committee pre-approves the audit and non-audit services performed by the independent auditors in order to assure that they do not impair the auditor's independence from the Company. The audit committee has adopted a policy which sets forth the procedures and the conditions pursuant to which services proposed to be performed by our independent auditors may be pre-approved.

Item 16D.Exemptions from the Listing Standards for Audit Committees

Not applicable.

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Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers

(U.S. dollars in thousands except per share data) Period	Total Number ofSharesPurchased		AveragePrice Paid perShare		TotalNumber ofSharesPurchased asPart ofPubliclyAnnouncedPlans orPrograms		MaximumNumber ofDollar Valueof Sharesthat May YetBePurchasedUnder thePlans orPrograms
Jan 1 to Jan 31, 2018		-	$	-		-	$	-
Feb 1 to Feb 28, 2018		-	$	-		-	$	50,000
March 1 to March 31, 2018		2,816,445	$	3.94		2,816,445	$	38,774
April 1 to April 30, 2018		-	$	-		-	$	38,774
May 1 to May 31, 2018		1,430,466	$	3.94		1,430,466	$	33,139
June 1 to June 30, 2018		1,318,881	$	4.59		1,318,881	$	26,969
July 1 to July 31, 2018		200	$	5.24		200	$	26,968
Aug 1 to Aug 31, 2018		2,215,712	$	4.84		2,215,712	$	16,277
Sep 1 to Sep 30, 2018		2,586,244	$	5.08		2,586,244	$	2,994
Oct 1 to Oct 5, 2018		496,279	$	6.02		496,279	$	-
Oct 6 to Oct 31, 2018		190,000	$	5.83		190,000	$	48,892
Nov 1 to Nov 30, 2018		3,506,953	$	5.72		3,506,953	$	28,922
Dec 1 to Dec 31, 2018		2,481,500	$	5.61		2,481,500	$	14,962

On February 6, 2018, our board of directors approved a stock repurchase program, under which we may repurchase up to $50.0 million of our outstanding common shares for a period of 12 months, or the Repurchase Program. We may repurchase shares in privately negotiated or open-market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. On October 5, 2018, we completed in full our Repurchase Program. Under the Repurchase Program, we repurchased a total of 10,864,227 shares of our common stock for an aggregate amount of $50.2 million including fees.

On October 29, 2018, our board of directors authorized a new stock repurchase program, under which we may repurchase up to $50.0 million of our outstanding common shares for a period of 12 months, or the New Repurchase Program. We may repurchase shares in privately negotiated or open market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. As of February 28, 2019, we have repurchased a total of 17,388,081 shares of our common stock for a gross consideration of $87.5 million including fees, pursuant to both of our repurchase programs. As of February 28, 2019, the number of shares of our common stock outstanding is 86,886,627.

Item 16F.Changes in Registrant's Certifying Accountant

None.

Item 16G.Corporate Governance

Exemptions from Nasdaq corporate governance rules

As a foreign private issuer, we are subject to less stringent corporate governance requirements than U.S.-domiciled companies. Subject to certain exceptions, Nasdaq permits foreign private issuers to follow home country practice in lieu of the Nasdaq corporate governance requirements. The practices we intend to follow in lieu of Nasdaq's corporate governance rules are:

• In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will comply with provisions of the BCA, providing that the board of directors approve share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with the BCA and our amended and restated articles of incorporation and by-laws, the board of directors approves certain share issuances.

• Our board of directors will not hold regularly scheduled meetings at which only independent directors are present.

• As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our Second Amended and Restated Bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our Second Amended and Restated Bylaws provide that shareholders must give us between 150 and 180 days advance notice to properly introduce any business at a meeting of shareholders.

Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.

Item 16H.Mine Safety Disclosure

Not applicable.

111

PART III.

Item 17.Financial Statements

See "Item 18. Financial Statements."

Item 18.Financial Statements

The financial statements beginning on page F-1 together with the respective reports of the Independent Registered Public Accounting Firm therefore, are filed as a part of this annual report.

Item 19.Exhibits

1.1	Amended and Restated Articles of Incorporation of DryShips Inc., dated January 27, 2005, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008.
1.2	Articles of Amendment to Amended and Restated Articles of Incorporation of DryShips Inc., dated September 13, 2006, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008.
1.3	Articles of Amendment to Amended and Restated Articles of Incorporation of DryShips Inc., dated January 18, 2008, incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008.
1.4	Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc., dated March 10, 2016, incorporated by reference to Form 6-K of DryShips Inc., filed with the SEC on March 11, 2016.
1.5	Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc., dated August 12, 2016, incorporated by reference to Form 6-K of DryShips Inc., filed with the SEC on August 15, 2016.
1.6	Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc., dated October 31, 2016, incorporated by reference to Form 6-K of DryShips Inc., filed with the SEC on November 1, 2016.
1.7	Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc., dated January 20, 2017, incorporated by reference to Exhibit 1.7 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
1.8	Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc., dated April 10, 2017, incorporated by reference to Form 6-K of DryShips Inc., filed with the SEC on April 11, 2017.
1.9	Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc., dated May 10, 2017, incorporated by reference to Form 6-K of DryShips Inc., filed with the SEC on May 11, 2017.
1.10	Articles of Amendment to the Amended and Restated Articles of Incorporation of DryShips Inc., dated July 20, 2017, incorporated by reference to Form 6-K of DryShips Inc., filed with the SEC on July 25, 2017.
1.11	Second Amended and Restated Bylaws of DryShips Inc., incorporated by reference to Exhibit 1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on May 7, 2015.
2.1	Form of Common Share Certificate, incorporated by reference to Exhibit 2.1 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009.
2.2	Certificate of Designations of Rights, Preferences and Privileges of Series A Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 2.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011.
2.3	Certificate of Designations of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 1.4 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2015, filed with the SEC on April 27, 2016.
2.4	Statement of Designations, Preferences and Rights of the Series C Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on June 8, 2016.
2.5	Certificate of Designation of Rights, Preferences and Privileges of Series D Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 2.6 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2016, filed with the SEC on March 13, 2017.
2.6	Statement of Designations, Preferences and Rights of the Series E-1 Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on November 17, 2016.

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2.7	Statement of Designations, Preferences and Rights of the Series E-2 Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 3.2 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on November 17, 2016.
2.8	Form of Rights Certificate, incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on August 31, 2017.
4.1	Deed of Release of Security, dated May 3, 2017, by and among Amathus Owning Company Limited, as remaining Borrower, DryShips Inc. as the Guarantor,  and the banks and financial institutions listed therein, as Lenders, and HSH Nordbank AG, as Agent, Mandated Lead Arranger, Swap Bank and Security Trustee, relating to a loan facility of up to $87,653,740, incorporated by reference to Exhibit 4.6 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.2	Agreement, dated December 9, 2016, among Dryships Inc., TMS Bulkers Inc., and TMS Offshore Services Ltd., incorporated by reference to Exhibit 4.95 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2016 filed with the SEC on March 13, 2017.
4.3	Form of Management Agreement with TMS Bulkers Ltd.,incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.4	Form of Management Agreement with TMS Tankers Ltd.,incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.5	Form of Management Agreement with TMS Offshore Services Ltd.,incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.6	Form of Management Agreement with TMS Cardiff Gas Ltd., incorporated by reference to Exhibit 10.2 to the Registration Statement on Form F-1 of Gas Ships Limited, filed with the SEC on February 7, 2018.
4.7	Revolving Facility Agreement, dated May 23, 2017, between DryShips Inc. and Sierra Investments Inc.,incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.8	Agreement, dated August 29, 2017, between DryShips Inc. and Sierra Investments Inc. relating to the Revolving Facility Agreement dated May 23, 2017,incorporated by reference to Exhibit 4.36 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.9	Agreement, dated October 4, 2017, between DryShips Inc. and Sierra Investments Inc. relating to the Revolving Facility Agreement dated May 23, 2017,incorporated by reference to Exhibit 4.37 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.10	Secured Term Facility Agreement, dated October 25, 2017, between DryShips Inc., as Borrower, certain subsidiary guarantors party to the agreement from time to time as Guarantors, and Sierra Investments Inc., as Lender,incorporated by reference to Exhibit 4.38 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.11	Deed of Participation, dated May 23, 2017, between Mountain Investments Inc. and DryShips Inc.,incorporated by reference to Exhibit 4.39 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.12	Deed of Release and Termination, dated August 29, 2017, between Mountain Investments Inc. and DryShips Inc.,incorporated by reference to Exhibit 4.40 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.13	Preferred Stock Exchange Agreement, dated August 29, 2017, between DryShips Inc. and Sifnos Shareholders Inc.,incorporated by reference to Exhibit 4.41 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.14	Form of Securities Purchase Agreement between DryShips Inc. and an institutional investor, incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on June 8, 2016.
4.15	Form of Securities Purchase Agreement between DryShips Inc. and an institutional investor, incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on November 17, 2016.

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4.16	Common Stock Purchase Agreement between DryShips Inc. and Kalani Investments Limited dated December 23, 2016, incorporated by reference to Exhibit 1.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on December 27, 2016.
4.17	Common Stock Purchase Agreement between DryShips Inc. and Kalani Investments Limited, dated February 17, 2017, incorporated by reference to Exhibit 1.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on February 17, 2017.
4.18	Common Stock Purchase Agreement between DryShips Inc. and Kalani Investments Limited dated April 3, 2017, incorporated by reference to Exhibit 1.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on April 3, 2017.
4.19	Share Purchase Agreement, dated March 9, 2017, between LPG Investments Inc. and VLGC Beta Shareholding Ltd. for the purchase of all the issued and outstanding capital stock of VLGC Beta Owning Ltd, incorporated by reference to Exhibit 4.98 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2016, filed with the SEC on March 13, 2017.
4.20	Share Purchase Agreement, dated April 3, 2017, between LPG Investments Inc. and VLGC Gamma Shareholding Ltd. for the purchase of all the issued and outstanding capital stock of VLGC Gamma Owning Ltd.,incorporated by reference to Exhibit 4.60 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.21	Share Purchase Agreement, dated April 3, 2017, between LPG Investments Inc. and VLGC Delta Shareholding Ltd. for the purchase of all the issued and outstanding capital stock of VLGC Delta Owning Ltd.,incorporated by reference to Exhibit 4.61 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.22	Share Purchase Agreement between LPG Investments Inc. and Entrepreneurial Spirit Holdings Inc., dated April 3, 2017, for the purchase of all of the issued and outstanding capital stock of Cardiff LNGShips Ltd.,incorporated by reference to Exhibit 4.62 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.23	Share Purchase Agreement between LPG Investments Inc. and Entrepreneurial Spirit Holdings Inc., dated April 3, 2017, for the purchase of all of the issued and outstanding capital stock of Cardiff LPG Ships Ltd.incorporated by reference to Exhibit 4.63 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.24	Private Placement Purchase Agreement by and among Sierra Investments Inc., SPII Holdings Inc., Mountain Investments Inc., Sifnos Shareholders Inc., and DryShips Inc., dated August 29, 2017, incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on August 29, 2017.
4.25	Purchase Agreement, between Sierra Investments, Inc. and DryShips Inc., dated August 29, 2017, incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DryShips Inc., filed with the SEC on August 31, 2017.
4.26	$150.0 million secured credit facility dated June 22, 2017, incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-1 of Gas Ships Limited, filed with the SEC on February 7, 2018.
4.27	$90.0 million secured credit facility dated January 24, 2018 between Tortuga Owners Inc., Cecilia Owning Company Limited, Faros Owners Inc., Regina Owners Inc. as joint and several borrowers  and Credit Suisse AG in respect with the vessels Shiraga, Stamos, Balla and Samsara,incorporated by reference to Exhibit 4.67 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.28	$35.0 million secured credit facility dated January 29, 2018 between Quora Owners Inc., Phoenix Owners Inc., Roscoe Marine Ltd. as joint and several borrowers, DryShips Inc. as guarantor and DVB Bank SE relating to the financing of vessels Valadon, Matisse and Rapallo,incorporated by reference to Exhibit 4.68 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.29	$30.0 million secured credit facility dated March 8, 2018 between Amathus Owning Company Limited, Noufaro Owners Inc. as joint and several borrowers and ABN Amro Bank N.V. regarding the vessels Raraka and Judd,incorporated by reference to Exhibit 4.69 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.30	Share Purchase Agreement, dated May 15, 2017, between Oil Tankers Investments Inc. and Cecilia Shipholding Limited,incorporated by reference to Exhibit 4.80 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.31	Memorandum of Agreement dated April 2, 2018 between Orion Owners Inc. and Sea 46 Leasing Co. Limited,incorporated by reference to Exhibit 4.81 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.

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4.32	Bareboat Charter dated April 2, 2018 between Orion Owners Inc. and Sea 46 Leasing Co. Limited.incorporated by reference to Exhibit 4.82 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2017 filed with the SEC on April 4, 2018.
4.33	Memorandum of Agreement dated April 27, 2018 between Tempo Marine Co. as seller and Guangzhou Heyang Shipping Co. Limited as buyer, for the sale of Panamax Maganari
4.34	Share purchase agreement dated May 31, 2018, between Oil Tankers Investments Inc. as buyer and Zills Shareholders Inc. as seller, for the acquisition of all the issued and outstanding capital Zills Owning Company Limited
4.35	Share purchase agreement dated May 31, 2018, between Drybulk Investments Inc. as buyer and Rightmove Shareholders Inc. as seller, for the acquisition of all the issued and outstanding capital Rightmove Owners Inc.
4.36	Amended & Restated Credit Facility Agreement dated June 8, 2018 with DVB regarding tanker vessel Marfa
4.37	Deed of Accession, Amendment & Restatement of the Credit Facility dated June 8, 2018 with DVB regarding tanker vessel Marfa
4.38	Amended & Restated Credit Facility Agreement dated June 1, 2018 with DVB regarding drybulk carrier Huahine
4.39	Amending and Restating Agreement dated June 1, 2018 with  DVB regarding drybulk carrier Huahine
4.40	Time charter party agreement dated June 20, 2018 between Rightmove Owners Inc., as owner and TMS Dry Ltd. as charterer, regarding the charter of drybulk carrier Huahine
4.41	Corporate Guarantee dated June 1, 2018 between DryShips Inc. as corporate guarantor and DVB Bank SE as security trustee relating to the credit facility agreement of Huahine
4.42	Supplemental Management Agreement dated May 31, 2018 to the Management Agreement dated December 9, 2016 made between DryShips Inc. and TMS Bulkers Ltd., TMS Tankers Ltd., TMS Offshore Services Ltd., TMS Dry Ltd. and TMS Cardiff Gas Ltd.
4.43	Memorandum of Agreement dated June 6, 2018 between Selene owning Company Limited as seller and Zhejiang Wanming Shipping Ltd. as buyer, for the sale of Panamax Bargara
4.44	Memorandum of Agreement dated June 11, 2018 between Argo Owning Company Limited as seller and Ningbo Economic and Technological Development Zone Longsheng Shipping Co. Ltd. as buyer, for the sale of Panamax Redondo
4.45	Memorandum of Agreement dated June 12, 2018 between Amara Shipping Company as seller and Ningbo Tianyi Shipping Limited as buyer, for the sale of Panamax Mendocino
4.46	Memorandum of Agreement dated June 27, 2018 between Dione Owning Company Limited as seller and Fujian Shunhong Shipping Co. Ltd. as buyer, for the sale of Panamax Marbella
4.47	Memorandum of Agreement dated July 4, 2018 between VLGC Delta Owning Ltd. as seller and Global Meridian Holdings Limited  as buyer, for the sale of the VLGC Mont Gele
4.48	Addendum No.1 dated July 16, 2018 to the  Memorandum of Agreement dated July 4, 2018 between VLGC Delta Owning Ltd. as seller and Global Meridian Holdings Limited  as buyer, for the sale of the VLGC Mont Gele
4.49	Side Agreement dated July 4, 2018 between DryShips Inc., VLGC Gamma Owning Ltd., VLGC Delta Owning Ltd. and  Global Meridian Holdings Limited  in respect with the Memoranda of Agreement dated July 4, 2018 for the sale of the VLGCs Mont Fort and Mont Gele, regarding the grant of right of first refusal
4.50	Memorandum of Agreement dated July 4, 2018 between VLGC Gamma Owning Ltd. as seller and Global Meridian Holdings Limited as buyer, for the sale of the VLGC Mont Fort
4.51	Addendum No.1 dated July 16, 2018 to the  Memorandum of Agreement dated July 4, 2018 between VLGC Gamma Owning Ltd. as seller and Global Meridian Holdings Limited  as the original buyer, for the sale of the VLGC Mont Fort
4.52	Addendum No.2 dated July 24, 2018 to the Memorandum of Agreement dated July 4, 2018 between VLGC Gamma Owning Ltd. as seller, Meridian 11 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the VLGC Mont Fort
4.53	Addendum No.3 dated September 17, 2018 to the Memorandum of Agreement dated July 4, 2018 between VLGC Gamma Owning Ltd. as seller, Meridian 11 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the VLGC Mont Fort

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4.54	Addendum No.2 dated July 24, 2018 to the  Memorandum of Agreement dated July 4, 2018 between VLGC Delta Owning Ltd. as seller,  Meridian 12 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the  VLGC Mont Gele
4.55	Addendum No.3 dated September 17, 2018 to the  Memorandum of Agreement dated July 4, 2018 between VLGC Delta Owning Ltd. as seller, Meridian 12 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the  VLGC Mont Gele
4.56	Deed of novation dated September 21, 2018 between VLGC Gamma Owning Ltd. as the original owners, Clearlake Shipping PTE Ltd as the charterers and Meridian 11 Limited as the new owners, regarding the attached charter party of the VLGC Mont Fort
4.57	Deed of novation dated September 21, 2018 between VLGC Delta Owning Ltd. as the original owners, Clearlake Shipping PTE Ltd as the charterers and Meridian 12 Limited as the new owners, regarding the attached charter party of the VLGC Mont Gele
4.58	Memorandum of Agreement dated July 4, 2018 between VLGC Alpha Owning Ltd. as seller and Global Meridian Holdings Limited as buyer, for the sale of the VLGC Anderida
4.59	Memorandum of Agreement dated July 4, 2018 between VLGC Beta Owning Ltd. as seller and Global Meridian Holdings Limited as buyer, for the sale of the VLGC Aisling
4.60	Addendum No.1 dated July 16, 2018 to the  Memorandum of Agreement dated July 4, 2018 between VLGC Alpha Owning Ltd. as seller and Global Meridian Holdings Limited  as the original buyer, for the sale of the VLGC Anderida
4.61	Addendum No.2 dated July 24, 2018 to the Memorandum of Agreement dated July 4, 2018 between VLGC Alpha Owning Ltd. as seller, Meridian 9 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the VLGC Anderida
4.62	Addendum No.3 dated September 17, 2018 to the Memorandum of Agreement dated July 4, 2018 between VLGC Alpha Owning Ltd. as seller, Meridian 9 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the VLGC Anderida
4.63	Addendum No.1 dated July 16, 2018 to the  Memorandum of Agreement dated July 4, 2018 between VLGC Beta Owning Ltd. as seller and Global Meridian Holdings Limited  as the original buyer, for the sale of the VLGC Aisling
4.64	Addendum No.2 dated July 24, 2018 to the Memorandum of Agreement dated July 4, 2018 between VLGC Beta Owning Ltd. as seller, Meridian 10 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the VLGC Aisling
4.65	Addendum No.3 dated September 17, 2018 to the Memorandum of Agreement dated July 4, 2018 between VLGC Beta Owning Ltd. as seller, Meridian 10 Limited as buyer and  Global Meridian Holdings Limited  as buyer's guarantor, for the sale of the VLGC Aisling
4.66	Deed of novation dated September 14, 2018 between VLGC Beta Owning Ltd. as the original owners, Shell International Trading and Shipping Company Limited as the charterers and Meridian 10 Limited as the new owners, regarding the attached charter party of the VLGC Aisling
4.67	Deed of novation dated September 14, 2018 between VLGC Alpha Owning Ltd. as the original owners, Shell International Trading and Shipping Company Limited as the charterers and Meridian 9 Limited as the new owners, regarding the attached charter party of the VLGC Anderida
4.68	Memorandum of Agreement dated August 2, 2018 between Tethys Owning Company Limited as seller and Ningbo ZMHL Technology Co. Ltd. as buyer, for the sale of Panamax Capitola
4.69	Share purchase agreement dated November 19, 2018, between Oil Tankers Investments Inc. as buyer and Lilac Shipmanagement S.A. as seller, for the acquisition of all the issued and outstanding capital Cerise Shipping Corp.
4.70	Fifth Supplemental Agreement to the Secured Credit Facility Agreement dated September 19, 2018 with Deutsche Bank regarding tanker vessel Botafogo
4.71	Guarantee & Indemnity between DryShips Inc.  and  Deutsche Bank regarding tanker vessel Botafogo
4.72	Bareboat Charter Agreement dated November 19, 2018 between Corysia Owning Company Limited as owner and Egeria Marine Inc. as charterer for the drybulk carrier Conquistador

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4.73	Time charter party agreement dated November 19, 2018 between Egeria Marine Inc., as owner and TMS Dry Ltd. as charterer, regarding the charter of drybulk carrier Conquistador
4.74	Bareboat Charter Agreement dated November 19, 2018 between Pliades Owning Company Limited as owner and Lucina Marine Inc. as charterer for the drybulk carrier Pink Sands
4.75	Time charter party agreement dated November 19, 2018 between Lucina Marine Inc., as owner and TMS Dry Ltd. as charterer, regarding the charter of drybulk carrier Pink Sands
4.76	Bareboat Charter Agreement dated November 19, 2018 between Harpina Owning Company Limited as owner and Salacia Marine Inc. as charterer for the drybulk carrier Xanadu
4.77	Time charter party agreement dated November 19, 2018 between Salacia Marine Inc., as owner and TMS Dry Ltd. as charterer, regarding the charter of drybulk carrier Xanadu
4.78	Tripartite deed of covenant dated November 27, 2018 between Corysia Owning Company Limited as owner, Egeria Marine Inc. as charterer and KFW IPEX-Bank GmbH as security agent, relating to the drybulk carrier Conquistador
4.79	Tripartite deed of covenant dated November 27, 2018 between Pliades Owning Company Limited as owner, Lucina Marine Inc. as charterer and KFW IPEX-Bank GmbH as security agent, relating to the drybulk carrier Pink Sands
4.80	Tripartite deed of covenant dated November 27, 2018 between Harpina Owning Company Limited as owner, Salacia Marine Inc. as charterer and KFW IPEX-Bank GmbH as security agent, relating to the drybulk carrier Xanadu
4.81	Side letter agreement dated December 13, 2018 to the bareboat charter agreement dated November 19, 2018 regarding scrubber costs for the drybulk carrier Conquistador
4.82	Side letter agreement dated December 13, 2018 to the bareboat charter agreement dated November 19, 2018 regarding scrubber costs for the drybulk carrier Pink Sands
4.83	Side letter agreement dated December 13, 2018 to the bareboat charter agreement dated November 19, 2018 regarding scrubber costs for the drybulk carrier Xanadu
4.84	Memorandum of Agreement dated May 4, 2018 between Serenity Owners Inc. as sellers and Hai Kuo Shipping 1621 Limited as buyers regarding the vessel Bacon
4.85	Memorandum of Agreement dated May 4, 2018 between Kahuna Owners Inc. as sellers and Hai Kuo Shipping 1622 Limited as buyers regarding the vessel Castellani
4.86	Memorandum of Agreement dated May 4, 2018 between Marathi Owners Inc. as sellers and Hai Kuo Shipping 1623 Limited as buyers regarding the vessel Marini
4.87	Memorandum of Agreement dated May 4, 2018 between Meltemi Owners Inc. as sellers and Hai Kuo Shipping 1625 Limited as buyers regarding the vessel Morandi
4.88	Memorandum of Agreement dated May 4, 2018 between Aquarius Owners Inc. as sellers and Hai Kuo Shipping 1626 Limited as buyers regarding the vessel Nasaka
4.89	Rider Clauses to the Memorandum of Agreement dated May 4, 2018 between Serenity Owners Inc. as sellers and Hai Kuo Shipping 1621 Limited as buyers regarding the vessel Bacon
4.90	Rider Clauses to the Memorandum of Agreement dated May 4, 2018 between Kahuna Owners Inc. as sellers and Hai Kuo Shipping 1622 Limited as buyers regarding the vessel Castellani
4.91	Rider Clauses to the Memorandum of Agreement dated May 4, 2018 between Marathi Owners Inc. as sellers and Hai Kuo Shipping 1623 Limited as buyers regarding the vessel Marini
4.92	Rider Clauses to the Memorandum of Agreement dated May 4, 2018 between Meltemi Owners Inc. as sellers and Hai Kuo Shipping 1625 Limited as buyers regarding the vessel Morandi
4.93	Rider Clauses to the Memorandum of Agreement dated May 4, 2018 between Aquarius Owners Inc. as sellers and Hai Kuo Shipping 1626 Limited as buyers regarding the vessel Nasaka
4.94	Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1621 Limited as owners and Serenity Owners Inc. as charterers regarding the vessel Bacon
4.95	Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1622 Limited as owners and Kahuna Owners Inc. as charterers regarding the vessel Castellani

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4.96	Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1623 Limited as owners and Marathi Owners Inc. as charterers regarding the vessel Marini
4.97	Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1625 Limited as owners and Meltemi Owners Inc. as charterers regarding the vessel Morandi
4.98	Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1626Limited as owners and Aquarius Owners Inc. as charterers regarding the vessel Nasaka
4.99	Additional Clauses to the Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1621 Limited as owners and Serenity Owners Inc. as charterers regarding the vessel Bacon
4.100	Additional Clauses to the Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1622 Limited as owners and Kahuna Owners Inc. as charterers regarding the vessel Castellani
4.101	Additional Clauses to the Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1623 Limited as owners and Marathi Owners Inc. as charterers regarding the vessel Marini
4.102	Additional Clauses to the Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1625 Limited as owners and Meltemi Owners Inc. as charterers regarding the vessel Morandi
4.103	Additional Clauses to the Bareboat charter agreement dated May 4, 2018 between Hai Kuo Shipping 1626 Limited as owners and Aquarius Owners Inc. as charterers regarding the vessel Nasaka
4.104	Intercreditor agreement date May 4, 2018 between Serenity Owners Inc., Kahuna Owners Inc., Marathi Owners Inc., Meltemi Owners Inc., Aquarius Owners Inc. as charterers and Hai Kuo Shipping 1621 Limited,  Hai Kuo Shipping 1622 Limited, Hai Kuo Shipping 1623 Limited, Hai Kuo Shipping 1625 Limited Hai Kuo Shipping 1626 Limited as Owners, in respect with the bareboat charter agreements of the vessels Bacon, Castellani, Marini, Morandi and Nasaka
4.105	Guarantee relating to the bareboat charter of the vessel Kelly dated April 2, 2018 between DryShips Inc. as guarantor and Sea 46 leasing Co. Limited as owners
4.106	Guarantee dated January 24, 2018 relating to the Loan agreement with Credit Suisse AG, between DryShips Inc. as corporate guarantor and Credit Suisse AG as security trustee
4.107	Guarantee and Negative Pledge dated January 24, 2018 relating to the Loan Agreement with Credit Suisse AG between Oil Tankers Investments Inc. as guarantor and Credit Suisse AG as security trustee
4.108	Corporate Guarantee Agreement dated March 8, 2018 between DryShips Inc. as guarantor and ABN Amro Bank N.V.  regarding the Loan Agreement dated March 8, 2018 for vessels Raraka and Judd
4.109	Facility Agreement dated January 29, 2018 as amended and restated on  August 10, 2018 between Quora Owners Inc., Phoenix Owners Inc., Roscoe Marine Ltd. as joint and several borrowers, DryShips Inc. as guarantor and DVB Bank SE relating to the financing of vessels Valadon, Matisse and Rapallo
4.110	Form of Vessel Management Agreement with TMS Dry Ltd

8.1	Subsidiaries of Dryships Inc.
12.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
12.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
13.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1	Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.).
101	The following materials from the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2017 and 2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2016, 2017 and 2018; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2017 and 2018; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016, 2017 and 2018; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2017 and 2018; and (v) the Notes to Consolidated Financial Statements.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

		DRYSHIPS INC.
		(Registrant)
Date: March 1, 2019	By:	/s/ Anthony Kandylidis
		Name: Anthony Kandylidis
		Title: President and Chief Financial Officer

DRYSHIPS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets as of December 31, 2017 and 2018	F-4
Consolidated Statements of Operations for the years ended December 31, 2016, 2017 and 2018	F-5
Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2016, 2017 and 2018	F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 2017 and 2018	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2017 and 2018	F-8
Notes to Consolidated Financial Statements	F-10

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of DryShips Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DryShips Inc. (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income/ (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 1, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

We have served as the Company’s auditor since 2010.

Athens, Greece

March 1, 2019

F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of DryShips Inc.

Opinion on Internal Control Over Financial Reporting

We have audited DryShips Inc.’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, DryShips Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income/ (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and our report dated March 1, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece

March 1, 2019

F-3

DRYSHIPS INC.

Consolidated Balance Sheets

As of December 31, 2017 and 2018

(Expressed in thousands of U.S. Dollars – except for share)

	December 31,
	2017			2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Note 3)	$	14,490		$	141,851
Restricted cash (Note 2, 3)		726			20
Trade accounts receivable, net of allowance for doubtful receivables of $96 and $306 at December 31, 2017 and 2018, respectively (Note 17)		14,526			13,713
Due from related parties (Note 4)		16,914			27,864
Prepayments and advances		1,125			708
Other current assets (Note 5)		12,279			13,758
Total current assets		60,060			197,914
FIXED ASSETS, NET:
Advances for vessels under construction and related costs (Notes 4, 6)		31,898			-
Vessels, net (Notes 4, 7)		749,088			755,332
Total fixed assets, net		780,986			755,332
OTHER NON-CURRENT ASSETS:
Investment in affiliate (Notes 10, 13)		34,000			34,000
Available for sale debt securities (Note 13)		-			4,961
Restricted cash (Note 2, 3)		15,010			15,010
Other non-current assets (Note 9)		44,869			4,088
Total other non-current assets		93,879			58,059
Total assets	$	934,925		$	1,011,305
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred finance costs (Note 11)	$	11,635		$	38,795
Accounts payable and other current liabilities		5,225			5,844
Accrued liabilities (Note 4)		4,758			3,387
Due to related parties (Notes 4, 12)		72			5,796
Deferred revenue (Note 17)		865			1,776
Total current liabilities		22,555			55,598
NON-CURRENT LIABILITIES
Long-term debt, net of deferred finance costs (Note 11)		133,703			251,288
Due to related parties (Notes 4, 12)		71,631			66,690
Total non-current liabilities		205,334			317,978
COMMITMENTS AND CONTINGENCIES (Note 16)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2017 and 2018; 100,000,000 shares designated as Series A Convertible preferred stock; 100,000,000 shares designated as Series B Convertible preferred stock, 10,000 shares designated as Series C Convertible Preferred stock, 3,500,000 shares designated as Series D Preferred stock, 50,000 shares designated as Series E-1 Convertible Preferred Stock, and 50,000 shares designated as Series E-2 Convertible Preferred Stock; 0 shares of Series A Convertible Preferred stock issued and outstanding at December 31, 2017 and 2018; 0 shares of Series B Convertible Preferred stock issued and outstanding at December 31, 2017 and 2018; 0 shares of Series C Convertible Preferred stock issued and outstanding at December 31, 2017 and 2018; 0 shares of Series D Preferred stock issued and outstanding at December 31, 2017 and 2018;  0 shares of Series E1 Convertible Preferred stock issued and outstanding at December 31, 2017 and 2018 and 0 shares of Series E2 Convertible Preferred stock issued and outstanding at December 31, 2017 and 2018  (Note 1, 14)		-			-
Common stock, $0.01 par value; 1,000,000,000 shares authorized at December 31, 2017 and 2018; 104,274,708 shares issued at December 31, 2017 and 2018; 104,274,708 and 87,232,028 shares outstanding at December 31, 2017 and 2018, respectively (Notes 1, 14)		1,043			1,043
Treasury stock; $0.01 par value; 0 and 17,042,680 shares at December 31, 2017 and 2018 (Notes 1, 14)		-			(85,378)
Additional paid-in capital (Note 14)		4,066,083			4,067,124
Accumulated other comprehensive loss (Note 13)		-			(39)
Accumulated deficit		(3,360,090	)		(3,345,021)
Total equity		707,036			637,729
Total liabilities and stockholders’ equity	$	934,925		$	1,011,305

The accompanying notes are an integral part of these consolidated financial statements.

F-4

DRYSHIPS INC.

Consolidated Statements of Operations

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars – except for share and per share data)

	Year ended December 31,
	2016			2017			2018
REVENUES:
Voyage and time charter revenues (including amortization of market acquired time charters)	$	51,934		$	100,716		$	186,135
Total Revenues (Notes 4, 8, 17)	$	51,934		$	100,716		$	186,135
OPERATING EXPENSES/(INCOME):
Voyage expenses (Notes 4, 17)		9,209			19,704			31,676
Vessels’ operating expenses		47,443			60,260			68,391
Depreciation (Note 7)		3,466			14,966			25,881
Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other (Notes 4, 7, 8, 13)		106,343			(4,125	)		(9,623	)
Impairment on goodwill (Notes 2c, 8)		7,002			-			-
General and administrative expenses (Note 4)		39,708			30,972			28,314
Other, net		(2,138	)		(12	)		853
Operating income/(loss)		(159,099	)		(21,049	)		40,643
OTHER INCOME / (EXPENSES):
Interest and finance costs (Notes 4, 18)		(8,857	)		(14,707	)		(21,779	)
Gain on debt restructuring (Note 11)		10,477			-			-
Interest income		81			1,365			2,833
Loss on Private Placement (Notes 4, 13)		-			(7,600	)		-
Gain on interest rate swaps (Note 13)		403			-			-
Other, net		(199	)		(401	)		89
Total other income/(expenses), net		1,905			(21,343	)		(18,857	)
INCOME/(LOSS) BEFORE INCOME TAXES AND LOSSES OF AFFILIATED COMPANIES		(157,194	)		(42,392	)		21,786
Income taxes (Note 21)		(38	)		(152	)		(6	)
Losses of affiliated companies (Note 10)		(41,454	)		-			-
NET INCOME/(LOSS)	$	(198,686	)	$	(42,544	)	$	21,780
NET INCOME/(LOSS) ATTRIBUTABLE TO DRYSHIPS INC. COMMON STOCKHOLDERS (Note 20)	$	(206,381	)	$	(39,739	)	$	21,780
EARNINGS/LOSSES PER COMMON SHARE ATTRIBUTABLE TO DRYSHIPS INC. COMMON STOCKHOLDERS, BASIC AND DILUTED (Note 20)	$	(455,587.20	)	$	(1.13	)	$	0.22
WEIGHTED AVERAGE NUMBER OF COMMON SHARES, BASIC AND DILUTED (Note 20)		453			35,225,784			98,113,545
Dividends declared per share (Note 14)	$	-		$	26.85		$	0.05

The accompanying notes are an integral part of these consolidated financial statements.

F-5

DRYSHIPS INC.

Consolidated Statements of Comprehensive Income/(Loss)

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars)

	Year ended December 31,
	2016			2017			2018
- Net income/(loss)	$	(198,686	)	$	(42,544	)	$	21,780
Other comprehensive income/(loss):
- Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net (Note 13)		110			-			-
- Unrealized losses associated with the change in fair value of investment in available for sale debt securities (Note 13)		-			-			(39	)
Other comprehensive income/(loss)	$	110		$	-		$	(39	)
Comprehensive income/(loss) attributable to DryShips Inc.	$	(198,576	)	$	(42,544	)	$	21,741

The accompanying notes are an integral part of these consolidated financial statements.

F-6

DRYSHIPS INC.

Consolidated Statements of Stockholders’ Equity

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars – except for share data)

	Common Stock					Preferred stock					TreasuryStock
	Shares			Par Value		Shares			Par Value		Shares			Value			Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total DryShips Stockholders Equity
BALANCE January 1, 2016		60		$	—		8		$	—		(3	)	$	—		$	3,225,148		$	233		$	(3,103,969	)	$	121,412
- Net loss		—			—		—			—		—			—			—			—			(198,686	)		(198,686	)
- Issuance of common stock (Note 14)		442			—		—			—		—			—			14,434			—			—			14,434
- Issuance of preferred stock (Note 14)		—			—		42			—		—			—			117,981			—			—			117,981
-Conversion of preferred stock to common stock (Note 14)		4,209			—		(13	)		—		—			—			41			—			—			41
- Exchange of Revolving Facility with preferred shares (Note 4)		—			—		(8	)		—		—			—			(8,750	)		—			—			(8,750	)
-Sale of investment in Ocean Rig (Note 4)		—			—		—			—		—			—			—			(343	)		—			(343	)
- Other comprehensive income		—			—		—			—		—			—			—			110			—			110
- Amortization of stock based compensation (Note 15)		—			—		—			—		—			—			3,770			—			—			3,770
- Premium paid on common control transaction		—			—		—			—		—			—			(195	)		—			—			(195	)
-Dividends paid		—			—		—			—		—			—			7,695			—			(7,695	)		—
Balance December 31, 2016		4,711		$	—		29		$	—		(3	)	$	—		$	3,360,124		$	—		$	(3,310,350	)	$	49,774
- Net loss		—			—		—			—		—			—			—			—			(42,544	)		(42,544	)
- Issuance of common stock (Note 14)		104,270,000			1,043		—			—		—			—			741,542			—			—			742,585
- Stockholders contribution (Note  14)		—			—		—			—		—			—			—			—			2,805			2,805
- Cancellation of treasury shares (Note 14)		(3	)		—		—			—		3			—			—			—			—			—
- Cancellation of Series D Preferred shares (Note 14)		—			—		(29	)		—		—			—			(8,750	)		—			—			(8,750	)
- Gain from common control transaction		—			—		—			—		—			—			440			—			—			440
- Premium paid on common control transaction		—			—		—			—		—			—			(29,001	)		—			—			(29,001	)
- Amortization of stock based compensation (Note 15)		—			—		—			—		—			—			1,728			—			—			1,728
-Dividends paid		—			—		—			—		—			—			—			—			(10,001	)		(10,001	)
Balance December 31, 2017		104,274,708		$	1,043		—		$	—		—		$	—		$	4,066,083		$	—		$	(3,360,090	)	$	707,036
-Adoption of revenue and lease recognition accounting policy adjustment (Notes 2w, 2z)		—			—		—			—		—			—			—			—			(1,711	)		(1,711	)
- Net income		—			—		—			—		—			—			—			—			21,780			21,780
- Amortization of stock based compensation (Note 15)		—			—		—			—		—			—			691			—			—			691
- Other comprehensive loss		—			—		—			—		—			—			—			(39	)		—			(39	)
- Gain from common control transaction		—			—		—			—		—			—			350			—			—			350
-Common stock repurchase program (Note 14)		—			—		—			—		(17,042,680	)		(85,378	)		—			—			—			(85,378	)
-Dividends paid		—			—		—			—		—			—			—			—			(5,000	)		(5,000	)
Balance December 31, 2018		104,274,708		$	1,043		—		$	—		(17,042,680	)	$	(85,378	)	$	4,067,124		$	(39	)	$	(3,345,021	)	$	637,729

The accompanying notes are an integral part of these consolidated financial statements.

F-7

DRYSHIPS INC.

Consolidated Statements of Cash Flows

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars)

	Year ended December 31,
	2016			2017			2018
Cash Flows from Operating Activities:
Net income/(loss)	$	(198,686	)	$	(42,544	)	$	21,780
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation		3,466			14,966			25,881
Amortization and write off of deferred financing fees		736			4,218			5,072
Amortization of fair value of acquired time charters		4,346			684			-
Impairment loss and (gain)/loss from sale of vessels and vessel owning companies and other		106,343			(4,125	)		(9,623	)
Impairment on goodwill		7,002			-			-
Losses of affiliated company		41,454			-			-
Loss on Private Placement		-			7,600			-
Amortization of stock based compensation		3,580			1,728			691
Gain on debt restructuring		(8,652	)		-			-
Change in fair value of derivatives		(2,193	)		-			-
Write off expenses regarding spin off		-			-			470
Changes in operating assets and liabilities:
Trade accounts receivable		2,531			(6,998	)		(537	)
Due from related parties		10,875			(10,240	)		(10,950	)
Other current and non-current assets		3,002			(7,700	)		(1,112	)
Accounts payable and other current and non-current liabilities		(1,434	)		4,046			619
Accrued liabilities		(206	)		1,049			(1,566	)
Due to related parties		2,598			(961	)		789
Deferred revenue		(118	)		258			43
Net Cash Provided by/(Used in) Operating Activities		(25,356	)		(38,019	)		31,557
Cash Flows from Investing Activities:
Advance for fixed asset purchase		-			(44,869	)		-
Investment in affiliates		49,911			-			-
Investment in debt securities		-			-			(5,000	)
Prepaid vessels’ improvements		-			-			(4,088	)
Fixed assets additions		-			(653,344	)		(161,503	)
Net proceeds from sale of vessels and vessel owning companies		5,141			8,221			348,241
Net Cash Provided by/(Used in) Investing Activities		55,052			(689,992	)		177,650

The accompanying notes are an integral part of these consolidated financial statements.

F-8

DRYSHIPS INC.

Consolidated Statements of Cash Flows

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of U.S. Dollars)

	Year ended December 31,
	2016			2017			2018
Cash Flows from Financing Activities:
Proceeds from long-term debt	$	28,000		$	150,000		$	250,109
Principal payments and prepayments of long-term debt		(119,758	)		(18,780	)		(238,653	)
Net proceeds from stock issuance		123,810			568,883			-
Repurchase of common stock		-			-			(85,096	)
Dividends and distribution paid		-			(10,001	)		(6,231	)
Payment of financing costs, net		-			(8,639	)		(2,681	)
Net Cash Provided by/(Used in) Financing Activities		32,052			681,463			(82,552	)
Net increase / (decrease) in cash and cash equivalents and restricted cash		61,748			(46,548	)		126,655
Cash and cash equivalents and restricted cash at beginning of year		15,026			76,774			30,226
Cash and cash equivalents and restricted cash at end of year	$	76,774		$	30,226		$	156,881
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest, net of amount capitalized	$	5,516		$	13,225		$	15,815
Income taxes		58			125			45
Non cash investing activities:
Fixed Assets additions (Note 4)	$	-		$	(50,340	)	$	(60,848	)
Investment in affiliates (Notes 10, 13)		-			(34,000	)		-
Non cash financing activities:
Repayment of long-term debt (Notes 4, 11)	$	151,510		$	-		$	-
Conversion of loan into Preferred Stock (Notes 4, 14)		(8,750	)		-			-
Exchange of Preferred Stock into loan (Notes 4, 14)		8,750			-			-
Interest write off due to the long-term debt restructuring		2,111			-			-
Preferred Shares forfeiture with common stock issuance (Notes 4, 14)		-			(8,750	)		-
Stockholders’ Contribution upon preferred shares forfeiture (Note 14)		-			2,805			-
Conversion of loan into Common Stock (Notes 4, 14)		-			(126,159	)		-
Common stock issuance (Notes 4, 14)		-			173,704			-
Repurchase of common stock (Note 14)		-			-			(282	)
Loan drawdown and loans assumed for vessels additions (Note 4)		-			79,000			59,262
Finance lease liability (Notes 4, 12)		-			-			71,625
Capital contribution/(distribution) for common control transaction (Notes 6,7)	$	-		$	(28,560	)	$	1,581

The accompanying notes are an integral part of these consolidated financial statements.

F-9

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

1.Basis of Presentation and General Information:

The accompanying consolidated financial statements include the accounts of DryShips Inc. and its subsidiaries (collectively, the “Company” or “DryShips”). DryShips was formed on September 9, 2004 under the laws of the Republic of the Marshall Islands. The Company is a diversified owner and operator of ocean going cargo vesselsand through June 8, 2015, also provided drilling services through Ocean Rig UDW Inc. ("Ocean Rig") (Notes 4, 10). From June 8, 2015 through April 5, 2016, Ocean Rig was considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig was accounted for under the equity method and its assets and liabilities were not consolidated in the Company's balance sheet as of December 31, 2015 and 2016. On April 5, 2016, the Company sold all of its shares in Ocean Rig, to a subsidiary of Ocean Rig and as of that date, the Company no longer holds any equity interest in Ocean Rig. Accordingly, additional disclosures for Ocean Rig have not been included, in the accompanying consolidated financial statements.

In August 2017, the Company acquired all the outstanding shares of an entity that holds a 49% interest in Heidmar Holdings LLC (“Heidmar”), a leading commercial tanker pool operator (Note 4). As of August 29, 2017, Heidmar was considered an affiliated entity of the Company (Notes 4, 10).

Adoption of new revenue and lease guidance

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” (ASC 606), as amended, and elected to apply the modified retrospective method only to contracts that were not completed at January 1, 2018, the date of initial application. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods. Under the new guidance, the Company changed its recognition method of revenue from voyage charters from the discharge-to-discharge method to the loading-to-discharge method. In addition, under the new guidance, the Company began to recognize an asset for contract fulfillment costs.

The Company elected to early adopt ASU No. 2016-02, “Leases” (ASC 842), as amended, in the fourth quarter of 2018 with adoption reflected as of January 1, 2018, the beginning of the annual period in accordance with ASC 250, using the modified retrospective method, and elected to apply the additional and optional transition method to existing leases at the beginning of the period of adoption of January 1, 2018. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods (ASC 840), including the disclosure requirements. Under the new guidance, the Company elected certain practical expedients which allowed the Company’s existing lease arrangements, in which it was a lessor, classified as operating leases under ASC 840 to continue to be classified as operating leases under ASC 842. The Company did not have any lease arrangements in which it was a lessee at the adoption date. In addition, the Company made an accounting policy election to recognize an asset for contract fulfillment costs. The cumulative effect of initially applying the new revenue recognition and lease guidance to the consolidated financial statements on January 1, 2018 was as follows:

Consolidated Balance Sheets	December 31, 2017			Cumulative effect from adopting ASC 606			Cumulative effect from adopting ASC 842			January 1, 2018
Assets
Trade accounts receivable, net of allowance for doubtful receivables	$	14,526		$	(1,350	)	$	-		$	13,176
Other current assets (includes deferred contract costs)	$	12,279		$	235		$	185		$	12,699
Liabilities
Accrued liabilities	$	4,758		$	(87	)	$	-		$	4,671
Deferred Revenue	$	865		$	-		$	868		$	1,733
Stockholders’ Equity
Accumulated deficit	$	(3,360,090	)	$	(1,028	)	$	(683	)	$	(3,361,801	)

Refer to Notes 2(w), 2(z), 17 for further discussion.

F-10

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

1.Basis of Presentation and General Information - continued:

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation including: (i) reclassifications between “Other, net” and “Vessels’ operating expenses” in the accompanying consolidated statements of operations and (ii) removal of “Decrease/(Increase) in restricted cash” from investing activities in the consolidated statements of cash flows (Note 2(s)).

Reverse stock splits

On January 23, 2017, the Company effected a 1-for-8 reverse stock split of its issued common stock. In connection with the reverse stock split four fractional shares were cashed out. On April 11, 2017, the Company effected a 1-for-4 reverse stock split of its issued common stock. In connection with the reverse stock split two fractional shares were cashed out. On May 11, 2017, the Company effected a 1-for-7 reverse stock split of its issued common stock. In connection with the reverse stock split three fractional shares were cashed out. On June 22, 2017, the Company effected a 1-for-5 reverse stock split of its issued common stock. In connection with the reverse stock split two fractional shares were cashed out. Finally on July 21, 2017, the Company effected a 1-for-7 reverse stock split of its issued common stock. In connection with the reverse stock split two fractional shares were cashed out. All share and per share amounts disclosed in the consolidated financial statements and notes give effect to these reverse stock splits retroactively, for all periods presented.

Customers’ concentration

Customers individually accounting for more than 10% of the Company’s voyage revenues during the years ended December 31, 2016, 2017 and 2018, were as follows:

	Year ended December 31,
	2016			2017		2018
Customer A – Offshore support segment		37	%		-		-
Customer B – Tanker & Gas carrier segments		-			-		13.5	%

2.Significant Accounting policies:

(a)Principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and include the accounts and operating results of DryShips, its wholly-owned subsidiaries and its affiliate. All intercompany balances and transactions have been eliminated on consolidation.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity, and if the entity is determined not to be a variable interest entity, whether the entity is a voting interest entity. Variable interest entities (“VIE”) are entities as defined under ASC 810 “Consolidation” that in general either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and absorbs a majority of an entity's expected losses, receives a majority of an entity's expected residual returns, or both. As of December 31, 2017 and 2018, no such VIE existed.

(b)Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-11

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2.Significant Accounting policies - continued:

(c)Goodwill: Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired. Goodwill is reviewed for impairment whenever events or circumstances indicate possible impairment in accordance with Accounting Standard Codification (“ASC”) 350 “Goodwill and Other Intangible Assets”. This standard requires that goodwill and other intangible assets with an indefinite life not be amortized but instead tested for impairment at least annually. The Company tests goodwill for impairment each year on December 31. The Company tests goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The impairment of goodwill is tested by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of the impairment loss, if any. To determine the fair value of each reporting unit, the Company uses the income approach, which is a generally accepted valuation methodology. (Note 8)

(d)Other Comprehensive Income/(Loss): The Company follows the provisions of Accounting Standard Codification (ASC) 220, “Comprehensive Income”, which requires separate presentation of certain transactions, which are recorded directly as components of stockholders’ equity. The Company presents Other Comprehensive Income/(Loss) in the Consolidated Statements of Comprehensive Income/(Loss).

(e)Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

(f)Restricted cash: Restricted cash may include: (i) cash collateral required under the Company’s secured credit facilities, (ii) retention accounts which can only be used to fund the secured credit facilities’ installments coming due and (iii) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company’s secured credit facilities and financing arrangements. (Note 3)

(g)Trade accounts receivable net: The amount shown as trade accounts receivable, at each balance sheet date, includes receivables from customers, net of allowance for doubtful receivables. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate allowance for doubtful receivables.

(h)Going concern: The Company’s policy is in accordance with ASU No. 2014-15, “Presentation of Financial Statements - Going Concern”, issued in August 2014 by the Financial Accounting Standards Board (“FASB”). ASU 2014-15 provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and on related required footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. As of December 31, 2018, the Company reported a working capital surplus of $142,316 and had cash and cash equivalents including restricted cash amounted to $156,881. The Company also expects that it will fund its operations either with cash on hand, cash generated from operations, additional secured credit facilities, financing arrangements and equity offerings, or a combination thereof, in the twelve-month period ending one year after the financial statements’ issuance.

(i)Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents; trade accounts receivable, available for sale securities and derivative contracts (interest rate swaps). The maximum exposure to loss due to credit risk is the book value at the balance sheet date. The Company places its cash and cash equivalents, consisting mostly of bank deposits, with qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company’s major customers are well known companies, which reduces its credit risk. When considered necessary, additional arrangements are put in place to minimize credit risk, such as letters of credit or other forms of payment guarantees.

F-12

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2.Significant Accounting policies - continued:

(i)Concentration of credit risk - continued: The Company limits its credit risk with trade accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable. The Company makes advances for the construction of assets to the yards. The ownership of the assets is transferred from the yard to the Company at delivery. The credit risk of the advances was, to a large extent, reduced through refund guarantees issued by financial institutions.

(j)Advances for vessels under construction and related costs: This represents amounts expended by the Company in accordance with the terms of the construction contracts for vessels as well as other expenses incurred directly or under a management agreement with a related party in connection with on-site supervision. In addition, interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. The carrying value of vessels under construction (“Newbuildings”) represents the accumulated costs at the balance sheet date. Cost components include payments for yard installments, acceptance tests’ consumption, commissions to related party, construction supervision, and capitalized interest.

(k)Capitalized interest: Interest expense is capitalized during the construction period of vessels based on accumulated expenditures for the applicable project at the Company’s current rate of borrowing. The amount of interest expense capitalized in an accounting period is determined by applying an interest rate the (“capitalization rate”) to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period. If the Company’s financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to other borrowings of the Company. Capitalized interest and finance costs for the years ended December 31, 2016, 2017 and 2018, amounted to $0, $3,196 and $84 respectively (Note 18).

(l)Insurance claims: The Company records insurance claim recoveries for insured losses incurred on damages to fixed assets, loss of hire and for insured crew medical expenses under “Other current assets”. Insurance claims are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages, or loss due to the vessel being wholly or partially deprived of income as a consequence of damage to the unit or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the Company can make an estimate of the amount to be reimbursed following the insurance claim.

(m)Inventories: Inventories consist of consumable bunkers (if any), propane heel (if any), lubricants and victualing stores, which are stated at the lower of cost or net realizable value (in accordance with ASU No. 2015-11 – Inventory) and are recorded under “Other current assets”. Cost is determined by the first in, first out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in earnings in the period in which it occurs.

(n)Foreign currency translation: The functional currency of the Company is the U.S. Dollar since the Company operates in international shipping market and, therefore, primarily transacts business in U.S. Dollars. The Company’s accounting records are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. Dollars at the year-end exchange rates. Resulting gains or losses are included in “Other, net” in the accompanying consolidated statements of operations. The Company recorded gain/(loss) due to foreign currency differences amounting to $745, $335 and $(197) included in the accompanying consolidated statements of operations as of December 31, 2016, 2017 and 2018, respectively.

F-13

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting policies - continued:

 (o)Fixed assets, net: Drybulk carrier, tanker carrier, gas carrier and offshore support vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage). Subsequent expenditures for major improvements are also capitalized when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels. The cost of each of the Company’s vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel’s remaining economic useful life, after considering the estimated residual value. Vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton. Subsequent expenditures for major improvements are also capitalized upon installation when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels and are depreciated on a straight-line basis over their economic useful life considering zero residual value. In general, management estimates the useful life of the Company’s drybulk carrier and tanker carrier vessels to be 25 years, offshore support vessels 30 years and Very Large Gas Carriers (“VLGCs”) 35 years, from the date of initial delivery from the shipyard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted.

(p)Long lived assets held for sale: The Company classifies long lived assets and disposal groups as being held for sale in accordance with ASC 360, “Property, Plant and Equipment”, when: (i) management has committed to a plan to sell the long lived assets; (ii) the long lived assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the long lived assets have been initiated; (iv) the sale of the long lived assets is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year; and (v) the long lived assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These long lived assets are not depreciated once they meet the criteria to be classified as held for sale.

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a long-lived asset previously classified as held for sale, the asset shall be reclassified as held and used. A long-lived asset that is reclassified shall be measured individually at the lower of its carrying amount before the asset or disposal group was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset or disposal group been continuously classified as held and used and its fair value at the date of the subsequent decision not to sell (Note 7).

When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has yet to complete a time charter, it is considered that the held for sale criteria discussed in guidance are not met until the time charter has been completed as the vessel is not available for immediate sale. As a result, such vessels are not classified as held for sale. When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has no time charter to complete or a contract that is transferable to a buyer, it is considered that the held for sale criteria discussed in the guidance are met. As a result such vessels are classified as held for sale. Furthermore, in the period a long-lived asset meets the held for sale criteria, a loss is recognized for any reduction of the long-lived asset’s carrying amount to its fair value less cost to sell.

(q)Impairment of long-lived assets: The Company reviews for impairment long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on an asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. The Company evaluates the carrying amounts of its vessels by obtaining vessel independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, the Company reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions.

F-14

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2.Significant Accounting policies - continued:

(q)Impairment of long-lived assets - continued: In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel and compares them to vessel’s carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days of drybulk, tanker, offshore and gas carrier vessels based on the most recent ten year historical rates for similar vessels, adjusted for any outliers, and utilizing available market data for each segment, over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for vessels’ maintenance and operating expenses (including planned drydocking and special survey expenditures), assuming an average annual inflation rate based on the global consumer price index (“CPI”) changes and fleet utilization of 99% decreasing by 1.5% every five years after the first ten years. The salvage value used in the impairment test is estimated to be $250 per light weight ton (LWT) for vessels, in accordance with the Company’s vessels’ depreciation policy. If the Company’s estimate of undiscounted future cash flows for any vessel, is lower than its respective carrying value, the carrying value is written down, by recording a charge to operations, to its’ respective fair market value if the fair market value is lower than the vessel’s carrying value. (Notes 7, 13)

(r)Dry-docking costs: The Company follows the direct expense method of accounting for dry-docking costs whereby costs are expensed in the period incurred for the vessels. Dry-docking costs are comprised of yard invoices, paints invoices, class certificates and other repairs (peripherals). These expenses are included in “Vessels’ operating expenses” in the consolidated statement of operations.

(s)Statement of Cash Flows: In August 2016, the FASB issued ASU No. 2016-15- Statement of Cash Flows (ASC 230) – Classification of Certain Cash Receipts and Cash Payments which addresses certain cash flow issues with the objective of reducing the existing diversity in practice. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018 with no impact on its consolidated financial statements and notes disclosures. In November 2016, the FASB issued ASU No. 2016-18—Statement of Cash Flows (ASC 230) - Restricted Cash, which addresses the requirement that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018. The only effect the adoption of ASU No. 2016-18 had on prior-period information is the presentation of restricted cash on the statement of cash flows. More precisely, the line item “Decrease/(Increase)” in restricted cash was removed from the investing activities section of the statement of cash flows and the beginning period and ending period cash balances now include restricted cash. Comparative periods of the statement of cash flow have been retrospectively adjusted to reflect the adoption of ASU No. 2016-18.

(t)Deferred financing costs: Deferred financing costs include fees, commissions and legal expenses associated with the Company’s secured credit facilities and/or financing arrangements. The Company’s policy is in accordance with ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs”, issued by the FASB in April 2015. The Company presents such costs in the balance sheet as a direct deduction from the related debt liability (secured credit facility and/or financing arrangement). These costs are amortized over the life of the related credit facility and/or financing arrangement using the effective interest method and are included in interest and finance cost. Unamortized fees relating to secured credit facilities and/or financing arrangements repaid or refinanced as extinguishments are expensed as interest and finance costs in the period the repayment or extinguishment is made. Amortization and write offs for each of the years ended December 31, 2016, 2017 and 2018, amounted to $572, $387 and $2,247 respectively (Note 18).

F-15

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2.Significant Accounting policies - continued:

(u)Non-monetary transactions - Exchange of the capital stock of an entity for non-monetary assets or services: Non-monetary transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any difference between the fair value and the transaction price is considered as gain or loss for the Company. The Company determines fair value of assets and liabilities given up or received in accordance with ASC 820 “Fair Value Measurement”. In cases of transactions related to an exchange of preferred shares with common ones, any difference between the fair value and the carrying value of the exchanged preferred shares is considered as shareholders dividend or capital contribution from/to the Company.

(v)Extinguishment of Preferred Stock: In case of preferred stock extinguishment, the difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock in the Company’s balance sheet (net of issuance costs) should be subtracted from (or added to) net income/(loss) to arrive at income/(loss) available to common stockholders in the calculation of earnings/(loss) per share. The difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock in the Company’s balance sheet represents a return to/from the preferred stockholder that should be treated in a manner similar to the treatment of dividends paid on preferred stock.

(w)Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), as amended, which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard neither substantially changes lessor accounting, nor lease classification criteria. For public companies, the standard is effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted.

Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. Under that transition method, an entity initially applies the new leases standard (subject to specific transition requirements and optional practical expedients) at the beginning of the earliest period presented in the financial statements (which is January 1, 2017, for calendar-year-end public business entities that adopt the new leases standard on January 1, 2019).

In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842) – Targeted Improvements. The amendments in this Update: (i) provide entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; and, (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (ASC 606) and both of the following are met: (a) the timing and pattern of transfer of the non-lease component(s) and associated lease component are the same, and (b) the lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842. Leases between related parties, are classified in accordance with the lease classification criteria applicable to all other leases on the basis of the legally enforceable terms and conditions of the lease.

The Company early adopted the new standard on the 4^th quarter and applied the modified retrospective method and elected to apply the additional optional transition method along with the following practical expedients: (i) a package of practical expedients which does not require the Company to reassess: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether initial direct costs for any expired or existing leases would qualify for capitalization under ASC 842; (ii) to account for non-lease components (primarily crew and maintenance services) of time charters as a single lease component as the timing and pattern of transfer of the non-lease components and associated lease component are the same, the lease components, if accounted for separately, would be classified as an operating lease, and such non-lease components are not predominant components of the combined component.

F-16

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2.Significant Accounting policies - continued:

(w)Leases - continued: The Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements. Therefore, the Company accounts for the combined component as a lease under ASC 842.

Refer to discussion in Note 2(z) for revenue recognition from time charters. Compensation for ballast voyages (vessel repositioning after lease inception but prior to lease commencement which takes place upon the delivery of the vessel to the charterer) is deferred and recognized over the charter period. The Company also elected to make an accounting policy election to recognize an asset for contract fulfillment costs (primarily bunkers costs related to ballast voyages) in accordance with ASC 340-40.

(x)Finance lease – Lessee: In accordance with ASC 842 at the commencement date of a finance lease, the Company as a lessee recognizes a finance lease liability at the present value of the lease payments to be made over the lease term and a right-of-use asset at cost which consists of all of the following: (1) an amount equal to the lease liability present value; (2) the lease payments made to the lessor at or before the commencement date, less any lease incentives received; and (3) the initial direct costs incurred by the lessee.

After the commencement date, the Company recognizes depreciation of the right-of-use asset and separately recognizes interest on the lease liability for a finance lease.

Over the lease term, the carrying amount of the lease liability is reduced by the lease payments, with any change over the lease payments already included in the lease liability to be recognized as interest and finance cost in the period they are incurred and increased by the finance lease interest cost (unwinding effect of discount rate). Any lease payments not included in the lease liability are recognized in the period in which their obligation is incurred under interest and finance cost.

The right-of-use asset is depreciated on a straight-line basis, unless another systematic basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits, over the shorter of the lease term or the useful life of the right-of-use asset; and tested for any impairment losses along with the Company’s long-lived assets. The depreciation period is the remaining life of the underlying asset if the lessee is reasonably certain to exercise an option to purchase the underlying asset or if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

 (y)Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing by the Company as it effectively retains control of the underlying asset.

If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

F-17

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting policies - continued:

(z)Revenue from Contracts with Customers: ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue from contracts with customers and supersedes most legacy revenue recognition guidance.The core principle of the guidance in ASC 606, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in each contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in each contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Incremental costs of obtaining a contract with a customer and contract’s fulfillment costs should be capitalized and amortized over the voyage period, if certain criteria are met – for incremental costs if only they are chargeable to the customer and for contract’s fulfillment costs if each of the following criteria is met: (i) they relate directly to the contract, (ii) they generate or enhance the entity’s resources that shall be used in the performance obligation satisfaction and (iii) are expected to be recovered.

Further, in case of incremental costs, entities may elect to use a practical expedient not to capitalize them when the amortization period (voyage period) is less than one year. Having not adopted ASC 606, the Company's (i) voyage revenues would have been $185,514 for the year ended December 31, 2018, (ii) voyage expenses would have been $31,746 for the year ended December 31, 2018, (iii) trade accounts receivables would have been $14,440 as of December 31, 2018, (iv) accrued liabilities would have been $3,428 as of December 31, 2018 and (v) no deferred contract costs would have been recognized as of December 31, 2018. Having not adopted ASC 606, the Company’s total equity would have been $637,038  and net income would have been  $21,089, respectively, for the year ended December 31, 2018, or $0.21 basic and diluted earnings per share.

(aa)Accounting for Revenue and related expenses: The Company generates its revenues from chartering its vessels under time or bareboat charter agreements (including profit sharing clauses) and voyage charter agreements.

Time and bareboat charters: Vessels are chartered out when a contract exists and the vessel is delivered (commencement date) to the charterer, for a fixed period of time, at rates that are generally determined in the main body of charter parties and the relevant voyage expenses burden the charterer (i.e. port dues, canal tolls, pilotages and fuel consumption). Upon delivery of the vessel, the charterer has the right to control the use of the vessel (under agreed prudent operating practices) as it has the enforceable right to: (i) decide the (re)delivery time of the vessel; (ii) arrange the ports from which the vessel shall pass; (iii) give directions to the master of the vessel regarding vessel’s operations (i.e. speed, route, bunkers purchases, etc.); (iv) sub-charter the vessel and (v) consume any income deriving from the vessel’s charter. Thus, time and bareboat charter agreements are accounted for as operating leases, ratably on a straight line over the duration of the charter basis in accordance with ASC 842. Any off-hires are recognized as incurred.

The charterer may charter the vessel with or without owner’s crew and other operating services (time and bareboat charter, respectively). Thus, the agreed dayrates (hire rates) in the case of time charter agreements include also compensation for part of the agreed crew and other operating services provided by the owner (non-lease components). The Company has elected to account for the lease and non-lease component of time charter agreements as a combined component in its financial statements, having taken into account that the non-lease component would be accounted for ratably on a straight-line basis over the duration of the time charter in accordance with ASC 606 and that the lease component in considered as the predominant component. In this respect, the Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements.

F-18

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2.Significant Accounting policies - continued:

(aa)Accounting for Revenue and related expenses – continued:

Time and bareboat charters - continued: Apart from the agreed dayrates, the owner may be entitled to an additional income, such as ballast bonus which is considered as reimbursement of owner’s expenses and is recognized together with the lease component over the duration of the charter. The relatedballast costs incurred over the period between the charter party date or the prior redelivery date (whichever is latest) and the delivery date to the charterer are deferred and amortized on a straight line basis over the duration of the charter.

Voyage charters: Voyage charter is a charter where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate per ton, regardless of time to complete. A voyage is deemed to commence upon the loading of the cargo and is deemed to end upon the completion of discharge of the current cargo. Voyage charter payments are due upon discharge of the cargo. The Company has determined that under its voyage charters, the charterer has no right to control any part of the use of the vessel. Thus, the Company’s voyage charters do not contain a lease and are accounted for in accordance with ASC 606. More precisely, the Company satisfies its single performance obligation to transfer cargo under the contract over the voyage period. Thus, voyage charter revenues are recognized ratably over the loading to discharge period (voyage period).

Voyage related and vessel operating costs: Voyage expenses primarily consist of commissions, port dues, canal and bunkers. Vessel operating costs include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs including dry-docking costs. Under voyage charter arrangements, voyage expenses that are unique to a particular charter are paid for by the Company. Under a time charter, specified voyage costs, such as bunkers and port charges are paid by the charterer and other non-specified voyage expenses, such as commissions, are paid by the Company. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.Commissions counter, third and related party are expensed as incurred. Contract fulfillment costs (mainly consisting of bunker expenses and port dues) for voyage charters are recognized as a deferred contract costs and amortized over the voyage period when the relevant criteria under ASC 340-40 are met or are expensed as incurred. The Company has made an accounting policy election to also recognize contract fulfillment costs for time charters under ASC 340-40. All vessel operating expenses are expensed as incurred.

Deferred revenue: Deferred revenue primarily relates to cash advances received from charterers. These amounts are recognized as revenue over the charter period.

Deferred contract costs: Deferred contract costs relate to unamortized contract fulfillment costs incurred by the Company during the period from the latter of the charter party date or last discharge or redelivery date to loading or delivery date for voyage and time charter agreements respectively. They are recorded under “Other current assets” and are recognized as voyage expenses and amortized over the voyage or charter period.

(ab)Earnings/(loss) per common share: Basic earnings/(loss) per common share are computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. Dilution is computed by the treasury stock method whereby all of the Company’s dilutive securities are assumed to be exercised or converted and the proceeds used to repurchase common shares at the weighted average market price of the Company’s common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation.

F-19

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting policies - continued:

(ac)Segment reporting: The Company determined that during 2018 operated under four reportable segments, as a provider of drybulk commodities transportation services for the steel, electric utility, construction and agri-food industries (drybulk segment), as a provider of offshore support services to the global offshore energy industry (offshore support segment), as a provider of transportation services for crude and refined petroleum cargoes (tanker segment) and as a provider of transportation services for liquefied gas cargoes (gas carrier segment). The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s consolidated financial statements.

(ad)Financial instruments: The Company designates its derivatives based upon guidance on ASC 815, “Derivatives and Hedging” which establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The guidance on accounting for certain derivative instruments and certain hedging activities requires all derivative instruments to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings unless specific hedge accounting criteria are met.

(i)  Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated.

The Company was party to interest swap agreements where it received a floating interest rate and paid a fixed interest rate for a certain period. All of the Company’s interest swap agreements were either matured or terminated during the year ended December 31, 2016. Contracts which meet the strict criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of “Accumulated other comprehensive income/(loss)” in equity, while any ineffective portion, if any, is recognized immediately in current period earnings. The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the consolidated statement of operations. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as financial income or expense.

(ii) Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings.

In January 2016, the FASB issued ASU No. 2016-01– Financial Instruments - Overall (ASC 825-10). ASU 2016-01, changes how public companies will recognize, measure, present and make disclosures about certain financial assets and financial liabilities. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018 with no impact on its consolidated financial statements and notes disclosures.

(ae)Fair value measurements: The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” which defines, and provides guidance as to the measurement of, fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 13).

F-20

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2.Significant Accounting policies - continued:

(af)Stock-based compensation: Stock-based compensation represents vested and non-vested common stock granted to employees and directors, for their services. The Company calculates total compensation expense for the award based on its fair value on the grant date and amortizes the total compensation on an accelerated basis over the vesting period of the award or service period (Note 15). On January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, effective for the fiscal year ending December 31, 2017 and interim periods within this fiscal year. The adoption of this guidance had no impact on the Company's consolidated financial statements and notes disclosures.

(ag)Income taxes: Income taxes are provided for based upon the tax laws and rates in effect in the countries in which the Company’s ocean going cargo vessels’ operations were conducted and income was earned. There is no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which the Company operates have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. (Note 21).

(ah)Commitments and contingencies: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.

(ai)Investments in Affiliates: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significant influence, but over which it does not exercise control. Investments in these entities are accounted for by the equity method of accounting. Under this method the Company records an investment in the stock of an affiliate at cost or at fair value in case of a retained investment in the common stock of an investee in a deconsolidation transaction, and adjusts the carrying amount for its share of the earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

At each reporting date, the Company performs an assessment in order to identify and account for any other than temporary impairment in its investment in affiliates. Specifically, the Company assesses factors indicating that a decline in the value of an investment is other-than-temporary and that a write-down of the carrying amount is required and concludes whether the impairment is other than temporary and then measures and recognizes the respective impairment charge as the difference between the carrying value and the fair value of the equity investment. In accordance with ASC 825-10 entities are allowed to elect to measure certain financial assets and financial liabilities (as well as certain non-financial instruments that are similar to financial instruments) at fair value. Equity method investments are eligible for the fair value option.

If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, ASC 825-10-25-7 requires that the fair value option be applied to all of the investor’s eligible interests in that investee. The fair value option election is non-revocable even if the Company loses significant influence over the investee. Under the fair value model, an investment in an affiliate is recognized initially at the fair value at the transaction date and at each reporting date, an investor shall measure its investments in affiliates at fair value, with changes recognized in profit or loss.

F-21

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting policies - continued:

(ai)Investments in Affiliates - continued:

Affiliates included in the financial statements:

(i)        Ocean Rig UDW Inc. (“Ocean Rig”) and its subsidiaries, accounted for under the equity method from June 8, 2015 through April 4, 2016, (ownership interest as of April 4, 2016, was 40.4%); and

(ii)       Heidmar, a global tanker pool operator, accounted for under the fair value option from August 29, 2017 (ownership interest is 49%).

(aj)Accounting for transactions under common control: Common control transaction is any transfer of net assets or exchange of equity interests between entities or businesses that are under common control by an ultimate parent or controlling shareholder before and after the transaction. Common control transactions may have characteristics that are similar to business combinations but do not meet the requirements to be accounted for as business combinations because, from the perspective of the ultimate parent or controlling shareholder, there has not been a change in control over the acquiree. Due to the fact common control transactions do not result in a change in control at the ultimate parent or controlling shareholder level, the Company does not account for that at fair value. Rather, common control transactions are accounted for at the carrying amount of the net assets or equity interests transferred.

(ak)Troubled Debt Restructurings: A restructuring of a debt constitutes a troubled debt restructuring if the lender or creditor for economic or legal reasons related to the Company’s financial difficulties grants a concession to the Company that it would not otherwise consider. Troubled debt that is fully satisfied by foreclosure, repossession, or other transfer of assets or by grant of equity securities by the Company is included in the term troubled debt restructuring and is accounted as such.

The Company, when issuing or otherwise granting an equity interest to a lender or creditor to settle fully a payable or debt, accounts for the equity interest granted at its fair value. The difference between the fair value of the equity interest granted and the carrying amount of the payable or debt settled is recognized as a gain on restructuring of payables or debt. Legal fees and other direct costs incurred in granting an equity interest to a creditor reduce the fair value of the equity interest issued. All other direct costs incurred in connection with a troubled debt restructuring are charged to expense as incurred.

(al)            Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the amount of outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury shares. Treasury shares are essentially the same as unissued capital and reduce ordinary share capital. The cost of the acquired shares should generally be shown as a deduction from stockholders' equity. Dividends on such shares held in the entity’s treasury should not be reflected as income and not shown as a reduction in equity. Gains and losses on sales of treasury stock should be accounted for as adjustments to stockholders’ equity and not as part of income. Depending on whether the shares are acquired for reissuance or retirement, treasury shares are accounted for under the cost method or the constructive retirement method. The cost method is also used when reporting entity management has not made decisions as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired.

F-22

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting policies - continued:

(am)Investment in debt securities: Investments in debt securities are classified as trading, hold-to-maturity and available-for-sale securities and are initially measured at the transaction price (equal to their fair value at acquisition) plus transaction costs. Pursuant to their classification, they are subsequently measured at their fair value through income statement, at amortized cost or at their fair value through other comprehensive income / (loss), respectively. The Company, in order to determine the accounting treatment for its investments in debt securities, assesses their proper classification based on management's intention and ability to hold the investment until maturity and the existence of any trading activity, in accordance with ASC 320.

Held-to-maturity securities: Debt securities for which at acquisition management has both the positive intent and ability to hold them until maturity. They are classified as current or non-current depending on their maturity dates.

Trading securities: Debt securities bought and held primarily to be sold in the near term, generating profits on short-term movements in market prices or spreads. They are classified as current or non-current depending on management’s intention to sell within the next twelve months. Any change in their fair value is immediately recognized in the income statement.

Available-for-sale securities: Debt securities that are not classified as either held-to-maturity or trading securities. They are classified as current or non-current depending on maturities and management's expectation to sell the following year. Unrealized gains or losses are recorded in other comprehensive income/(loss) and reclassified to income statement upon realization.

Taking into consideration (i) the Company’s intention to hold the investment for only an indefinite period – not as of the maturity date, (ii) the fact that the invested trading securities are tradable in an active market and (iii) the absence of any material trading activity in the past, the Company classified its investment in debt securities (corporate bonds) as available for sale under non-current assets (Note 13).

(an)Recent accounting pronouncements:

Financial Instruments: In June 2016, the FASB issued ASU No. 2016-13– Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For public entities, the amendments of this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (ASC 820) - Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance on fair value disclosures eliminates the following requirements for all entities: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the entity's policy for the timing of transfers between levels of the fair value hierarchy; and (iii) the entity's valuation processes for Level 3 fair value measurements. The following disclosure requirements were added to ASC 820 for public companies: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period and (ii) for recurring and nonrecurring Level 3 fair value measurements, the range and weighted average used to develop significant unobservable inputs and how the weighted average was calculated, with certain exceptions. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

F-23

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

2. Significant Accounting policies - continued:

(an)Recent accounting pronouncements - continued:

Fair Value Management - continued:

The guidance makes the following modifications for public entities: (i) entities are required to provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future (the FASB also deleted the word “sensitivity,” which it said had caused confusion about whether the disclosure is intended to convey changes in unobservable inputs at a point in the future) and (ii) entities that use the practical expedient to measure the fair value of certain investments at their net asset values are required to disclose (1) the timing of liquidation of an investee’s assets and (2) the date when redemption restrictions will lapse, but only if the investee has communicated this information to the entity or announced it publicly. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, although early adoption is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

3.Cash and Cash equivalents and restricted cash:

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:

	December 31, 2016		December 31, 2017		December 31, 2018
Cash and cash equivalents	$	76,414	$	14,490	$	141,851
Restricted cash		350		726		20
Restricted cash, non-current		10		15,010		15,010
Total	$	76,774	$	30,226	$	156,881

Restricted cash includes (i) cash collateral required under the Company’s secured credit facilities, (ii) retention accounts that can only be used to fund the secured credit facilities’ installments coming due and (iii) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company’s secured credit facilities and financing arrangements.

4.Transactions with Related Parties:

The amounts included in the accompanying consolidated balance sheets and consolidated statements of operations are as follows:

	December 31,
	2017			2018
Balance Sheet
Due from related parties	$	16,914		$	27,864
Due from related parties (current) - Total		16,914			27,864
Due to related parties		(72	)		(5,796	)
Due to related parties (current) - Total	$	(72	)	$	(5,796	)
Due to related parties		(71,631	)		(66,690	)
Due to related parties (non - current) - Total	$	(71,631	)	$	(66,690	)
Advances for vessels under construction and related costs		1,004			-
Vessels, net		-			170,871
Accrued liabilities	$	(350	)	$	(304	)

F-24

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

	Year ended December 31,
Statement of Operations	2016			2017			2018
Time charter	$	1,800		$	3,988		$	9,168
Voyage expenses		(390	)		(1,526	)		(3,743	)
Depreciation		-			-			(629	)
General and administrative expenses		(32,397	)		(23,850	)		(22,986	)
Commissions for assets sold		(886	)		(85	)		(3,568	)
Loss from sale of vessel owning companies, net of commissions		(22,318	)		-			-
Interest and finance costs		(1,789	)		(13,070	)		(2,924	)
Loss on Private Placement	$	-		$	(7,600	)	$	-

(Per day and per quarter information in the note below is expressed in United States Dollars/Euros)

TMS Bulkers Ltd. - TMS Offshore Services Ltd. - TMS Tankers Ltd. – TMS Cardiff Gas Ltd. – TMS Dry Ltd. (together the “TMS Managers”): Effective January 1, 2017, the Company entered into new agreements (the “New TMS Agreements”) with TMS Bulkers Ltd. (“TMS Bulkers”) and TMS Offshore Services Ltd. (“TMS Offshore Services”) to streamline the services offered by TMS Bulkers under the management agreements with each of the Company’s drybulk vessel owning subsidiaries and by TMS Offshore Services, pursuant to the respective management agreements with the Company’s offshore support vessel owning subsidiaries. Effective January 1, 2017, the Company also entered into new agreements with TMS Cardiff Gas Ltd. (”TMS Cardiff Gas”) and TMS Tankers Ltd. (“TMS Tankers”) regarding its acquired tanker and gas carrier vessels on similar terms as the New TMS Agreements (Notes 6, 7). On May 31, 2018, the Company supplemented the management services providers under the New TMS Agreements to include TMS Dry Ltd. (“TMS Dry”), which is the manager of the Newcastlemax drybulk carriers, the Huahine, Conquistador, Pink Sands and Xanadu (Notes 7, 12). TMS Bulkers, TMS Offshore Services, TMS Cardiff Gas, TMS Tankers and TMS Dry are collectively referred to herein as the “TMS Managers”. The TMS Managers may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and Chief Executive Officer (“CEO”).

In connection with the New TMS Agreements that entail an increased scope of services, including executive management, commercial, accounting, reporting, financing, legal, manning, catering, IT, attendance, insurance, technical and operations services, the Company terminated the consulting agreements with Fabiana Services S.A. (“Fabiana”), Vivid Finance Limited (“Vivid”) and Basset Holdings Inc. (“Basset”), entities that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou and by the President and Chief Financial Officer (“CFO”), Mr. Anthony Kandylidis, effective as of December 31, 2016. The all-in base cost for providing the increased scope of services is $1,643/day per vessel, which is a 33% reduction from prior levels, based on a minimum of 20 vessels, decreasing thereafter to $1,500/day per vessel.

The management fee is payable in equal monthly installments in advance and can be adjusted each year to the Greek Consumer Price Index for the previous year by not less than 3% and not more than 5%. The New TMS Agreements entitled the TMS Managers to an aggregate performance bonus for 2016 amounting to $6,000, as well as a one-time setup fee of $2,000.

Under the respective New TMS Agreements, the TMS Managers are also entitled to (i) a discretionary performance fee (up to $20,000, in either cash or common stock, at the discretion of the Company’s board of directors), (ii) a commission of 1.25% on charter hire agreements that are arranged by the TMS Managers, (iii) a commission of 1% of the purchase price on sales or purchases of vessels in the Company’s fleet that are arranged by the TMS Managers, (iv) a financing and advisory commission of 0.50% and (v) reimbursement of out of pocket and travel expenses. The New TMS Agreements have terms of ten years.

Under both the New TMS Agreements and the agreements effective up to December 31, 2016, if the TMS Managers are requested to supervise the construction of a newbuilding vessel, in lieu of the management fee, the Company will pay the TMS Managers an upfront fee equal to 10% of the budgeted supervision cost. For any additional attendance above the budgeted superintendent expenses, the Company will be charged extra at a standard rate of Euro 500 (or $572 based on the Euro/U.S. Dollar exchange rate at December 31, 2018) per day.

F-25

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

TMS Bulkers Ltd. - TMS Offshore Services Ltd. - TMS Tankers Ltd. – TMS Cardiff Gas Ltd. - TMS Dry Ltd. – continued: Under both the New TMS Agreements and the agreements effective up to December 31, 2016, in the event that the management agreements are terminated for any reason other than a default by TMS Managers or change of control of the vessel owning companies’ ownership, the Company is required to pay the management fee for a further period of three calendar months as from the date of termination.

In the event of a change of control of the vessel owning companies’ ownership, the Company is required to pay TMS Managers a termination payment, representing an amount equal to the estimated remaining fees payable to TMS Managers under the term of the agreement, which such payment shall not be less than the fees for a period of 36 months and not more than a period of 48 months. The Company may terminate the agreements for a convenience at any time for a fee of $50,000.

Transactions with TMS Managers in Euros are settled on the basis of the average U.S. Dollar rate on the invoice date.

According to the agreements effective up to December 31, 2016, TMS Bulkers provided comprehensive drybulk ship management services, including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training as well as supply provisioning. TMS Bulkers’ commercial management services included operations, chartering, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance. According to the agreements effective up to December 31, 2016, TMS Offshore Services provided overall technical and crew management to the Company’s Platform Supply and Oil Spill Recovery vessels.

Each management agreement had an initial term of five years and was eligible for automatic renewal after a five-year period and thereafter extended in five-year increments, unless the Company provided notice of termination in the fourth quarter of the year immediately preceding the end of the respective term.

Cardiff Tankers Inc. – Cardiff Gas Ltd: Under certain charter agreements for the Company’s tankers and gas carrier vessels, Cardiff Tankers Inc. (“Cardiff Tankers”) and Cardiff Gas Ltd (“Cardiff Gas”), two Marshall Islands entities that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou, provide services related to the sourcing, negotiation and execution of charters, for which they are entitled to a 1.25% commission on charter hire earned by those vessels. Cardiff Gas provided the Company with such services until the disposal of its four VLGCs (Note 7).

George Economou: Mr. George Economou is the Company’s Chairman and CEO. Additionally, as of the date of this annual report, SPII Holdings Inc. (“SPII”), an entity that may be deemed to be beneficially owned by Mr. George Economou, beneficially owns 72,421,515 common shares of the Company, which is approximately 83.4% of the Company's outstanding common stock. Mr. George Economou therefore may be deemed to have control over the actions of the Company.

Other: On March 24, 2016, the Company entered into a sale agreement with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the sale of the outstanding shares of the vessel owning companies of its Capesize drybulk carriers, the Fakarava, Rangiroa and Negonego, classified as held for sale from December 31, 2015 (Note 7). The transaction was approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates.

On September 16, 2016 and October 26, 2016, the Company also entered into sale agreements with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the sale of the shares of the vessel owning companies of the Panamax drybulk carrier, the Oregon and the Panamax drybulk carriers, the Amalfi and Samatan, respectively (Note 7). The transactions were approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates.

F-26

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

Other - continued: On January 12, 2017, the Company entered into a “zero cost” Option Agreement (the “LPG Option Agreement”), with companies that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of the shares of four owning companies of four high specifications VLGCs capable of carrying liquefied petroleum gas (“LPG”) that were then under construction at Hyundai Samho Heavy Industries Co., Ltd. (“HHI”) and had long-term time charter employment agreements with major oil companies and oil traders. Under the terms of the LPG Option Agreement, the Company had until April 4, 2017, to exercise four separate options to purchase up to the four VLGCs at a price of $83,500 per vessel. The transaction was approved by the independent members of the Company’s board of directors based on third-party broker valuations. On January 19, 2017 and March 10, 2017, the Company exercised the first two options and acquired two of the VLGCs that were at that time under construction, and on April 6, 2017, exercised the remaining two options and acquired the two remaining VLGCs that were at that time under construction (Notes 6, 7).

On April 3, 2017, and in connection with the acquisition of the four VLGCs under construction, the Company acquired without any cost or payment 100% of the outstanding shares of Cardiff LNGShips Ltd. and Cardiff LPG Ships Ltd. from entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO.

On May 15, 2017, the Company also entered into a purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Suezmax newbuilding vessel Samsara. The transaction was approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates and the long-term employment on a fixed rate basis plus profit share, provided by the seller. The vessel was time chartered back to the seller and employed from May 24, 2017 under a five year time charter plus optional periods in charterer’s option at a base rate plus profit share. The charterer was also granted purchase options at the end of each firm period (Note 7).

On May 31, 2018, the Company entered into two separate share purchase agreements with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning companies of the Newcastlemax drybulk carrier Huahine and the Suezmax tanker vessel Marfa, including their associated credit facilities, respectively. The transactions were approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates (Notes 7, 11).

On June 20, 2018, the Company entered into an index linked employment agreement for the Newcastlemax drybulk carrier Huahine with TMS Dry. Under the agreement, the Company could give 60-days advance termination notice and could then seek alternative or fixed rate employment. The transaction was approved by the independent members of the Company’s board of directors taking into account among other things the actual speed and consumption figures of the vessel, the terms of the proposed time charter party, fixtures of sister vessels the Company owns and general market activity. On July 30, 2018 and upon notice of termination, the employment agreement with TMS Dry was terminated.

On November 19, 2018, the Company entered into a share purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Aframax tanker vessel Botafogo, including its associated credit facility. The transaction was approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates (Notes 7, 11).

On November 19, 2018, the Company entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate bareboat charterhire of $171,500. These vessels were already secured by mortgages under secured credit facilities that expire from April 2028 to February 2029, bear interest at LIBOR plus a margin and are repayable in quarterly installments with balloon payments at maturity.

F-27

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

Other - continued: The bareboat charterhire is payable as follows: i) an amount of $99,875 in advance (advance bareboat charterhire), being the difference between the aggregate bareboat charterhire and the then outstanding balance of the aforementioned secured credit facilities, and ii) an amount of $71,625 in quarterly installments equal to the respective installments of the aforementioned secured credit facilities, being the then outstanding balance of the relevant credit facilities, bearing the same interest (LIBOR plus margin) and balloon payments at maturity. As part of the agreements, there are purchase obligations for its vessel’s legal rights and titles and interests, upon payment of each balloon installment at each last repayment date.

On the same date, the Company entered into three separate index linked employment agreements for each of the aforementioned vessels with TMS Dry. Under the agreements, the Company can give 60-days advance termination notice and can then seek alternative or fixed rate employments. The transactions were approved by the independent members of the Company’s board of directors taking into account among other things i) independent third-party broker charter free valuations certificates and ii) the actual speed and consumption figures of each vessel, the terms of the proposed time charter parties, fixtures of sister vessels the Company owns and general market activity (Notes 7, 12, 13). The revenue recognized during the year ended December 31, 2018 under those agreements amounted to $1,727.

Fabiana Services S.A.: On October 22, 2008, the Company entered into a consultancy agreement as amended and supplemented from time to time with Fabiana, a Marshall Islands entity that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou, with an effective date of February 3, 2008, as amended. Under the agreement, Fabiana provided the services of the Company’s Chairman and CEO. Effective December 31, 2016, the consultancy agreement with Fabiana was terminated at no cost by mutual agreement of the parties.

Basset Holdings Inc.:Under the consultancy agreement effective from January 1, 2015, between the Company and Basset, a Marshall Islands company that may be deemed to be beneficially owned by the Company’s President and CFO, Basset provided consultancy services relating to the services of Mr. Anthony Kandylidis in his capacity as Executive Vice President, and since May 2016 President and since December 2016 Chief Financial Officer of the Company. Effective December 31, 2016, the consultancy agreement with Basset was terminated at no cost by mutual agreement of the parties.

Vivid Finance Limited: Under the consultancy agreement effective from September 1, 2010 between the Company and Vivid, a company that may be deemed to be beneficially owned by the Chairman and CEO of the Company, Mr. George Economou, Vivid provided the Company and its subsidiaries with financing-related services in regards to Company’s tanker, drybulk and offshore support shipping segments. Effective December 31, 2016, the consultancy agreement with Vivid was terminated at no cost by mutual agreement of the parties.

Ocean Rig UDW Inc.: On March 29, 2016, the Company entered into 60 day time charter agreements for the offshore support vessels Crescendo and Jubilee with a subsidiary of Ocean Rig to assist with the stacking of Ocean Rig’s drilling units in Las Palmas. The transactions were approved by the independent members of the Company’s board of directors.

On April 5, 2016, the Company sold all of its shares in Ocean Rig to a subsidiary of Ocean Rig for total cash consideration of approximately $49,911.

The sale proceeds were used to partly reduce the outstanding amount under the revolving credit facility provided to the Company by Sifnos Shareholders Inc. (“Sifnos”), an entity that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou and for general corporate purposes. In addition, the Company reached an agreement under the revolving credit facility with Sifnos whereby the lender agreed to, among other things release its lien over the Ocean Rig shares. This transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. As of April 5, 2016, the Company no longer holds any equity interest in Ocean Rig (Note 10).

F-28

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

Private Placement – Rights Offering: The independent members of the Company’s board of directors, following receipt of a fairness opinion on August 11, 2017, approved a transaction pursuant to which the Company sold 36,363,636 of the Company’s common shares to entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate consideration of $100,000 at a price of $2.75 per share (the “Private Placement”). On August 11, 2017, the Company signed a binding term sheet (the “Term Sheet”) pursuant to the Private Placement terms.

On August 29, 2017 and following the closing of the Private Placement: (i) 9,818,182 common shares were issued to Sierra Investments Inc. (“Sierra”), an entity that may be deemed to be beneficially owned by Mr. George Economou, in exchange for the reduction of the principal outstanding balance by $27,000 of the Company’s unsecured credit facility with Sierra, (ii) 14,545,454 common shares were issued to Mountain Investments Inc. (“Mountain”), an entity that may be deemed to be beneficially owned by Mr. George Economou, in exchange for the termination of the participation rights agreement dated May 23, 2017 ( the “Participation Rights Agreement”) and the forfeiture of all outstanding shares of Series D Preferred Stock (which carried 100,000 votes per share) and (iii) 12,000,000 common shares to SPII as consideration for the purchase of the 100% issued and outstanding equity interests of Shipping Pool Investors Inc. (“SPI”), which directly holds a 49% interest in Heidmar, a global tanker pool operator.

The Private Placement transaction was a non-cash transaction with a transfer of an exchange of assets and liabilities as a consideration for the common stock issued. The fair values of the non-cash transactions, as described above, are determined based on the fair values of assets and liabilities given up on the date that the transaction was concluded, or if more clearly evident, the fair value of the asset and liabilities received on the date that the respective transaction was concluded. The Company considered that the fair value of the shares issued as part of the transaction is considered more clearly evident and concluded that in this respect the aforementioned non-monetary transaction will be recorded based on the fair value of the shares issued as part of the Private Placement. The fair value of the Company’s exchanged capital stock was valued using the quoted market price available as of the closing of the transaction according to ASC 820 “Fair Value Measurement” (Notes 10, 13).

The transaction resulted in a total loss of $7,600, as the difference between the transaction price and the fair value price of $2.05 and was included in “Loss on Private Placement” in the accompanying consolidated statement of operations for the year ended December 31, 2017. In addition, an amount of $2,805 was classified under the respective “Stockholders’ Contribution” as the difference between the carrying value of the Series D Preferred Stock before its forfeiture and its fair value and was included in “Accumulated deficit” in the accompanying consolidated balance sheet as of December 31, 2017 (Notes 13, 14).

On August 11, 2017, in accordance with the Term Sheet, the independent members of the Company’s board of directors also approved a subsequent rights offering (the “Rights Offering”) that commenced on August 31, 2017 and allowed the Company’s shareholders to purchase their pro rata portion of up to $100,000 of the Company’s common shares at a price of $2.75 per share. On August 29, 2017 and in connection with the Rights Offering, Sierra also entered into a backstop agreement (the “Backstop Agreement”) to purchase from the Company, at $2.75 per share, the number of shares of common stock offered under the Rights Offering that would not be issued to existing shareholders if these shareholders did not exercise their rights in full. On October 4, 2017 and following the closing of the Rights Offering, 36,057,876 common shares were issued to Sierra, representing the number of common shares not issued pursuant to the full exercise of rights from existing shareholders (Note 14).

Sifnos Shareholders Inc. – Sierra Investments Inc.: On October 21, 2015, as amended on November 11, 2015, the Company entered into a revolving credit facility (“Revolving Credit Facility”) of up to $60,000 with Sifnos, for general working capital purposes. The Revolving Credit Facility was secured by the shares that the Company held in Ocean Rig and in Nautilus Offshore Services Inc. (“Nautilus”) and by a first priority mortgage over one Panamax drybulk carrier. The Revolving Credit Facility had a tenor of three years. Under this agreement, the lender had the right to convert a portion of the outstanding Revolving Credit Facility into shares of the Company’s common stock or into shares of common stock of Ocean Rig held by the Company. The conversion would be based on the volume weighted average price of either stock plus a premium.

F-29

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

Sifnos Shareholders Inc. – Sierra Investments Inc. - continued: In addition, the lenders and the borrowers had certain conversion rights the exercise of which was approved by our board of directors on December 11, 2015. Specifically, the Company, as the borrower under this agreement, had the right to convert $10,000 of the outstanding Revolving Credit Facility into 8 preferred shares (8,333 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company. As of December 22, 2015 the Company drew down the amounts of $30,000 under the Revolving Credit Facility. On December 30, 2015, the Company’s board of directors exercised its right to convert $10,000 of the outstanding principal amount of the Revolving Credit Facility into 8 shares (8,333 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of Series B Convertible Preferred Stock of the Company. Each share of Series B Convertible Preferred Stock had the right to vote with the common shares on all matters on which the common shares were entitled to vote as a single class and the shares of Series B Convertible Preferred Stock had five votes per share. The shares of Series B Convertible Preferred Stock were to be mandatorily converted into common shares of DryShips on a one to one basis within three months after the issuance thereof or any earlier date selected by the Company in its sole discretion. The above transactions were approved by the independent members of the Company’s board of directors on the basis of fairness opinions obtained in connection with those transactions.

On March 24, 2016, the Company entered into an agreement to increase the Revolving Credit Facility. The Revolving Credit Facility was amended to increase the maximum available amount by $10,000 to $70,000, to give the Company an option to extend the maturity of the facility by 12 months to October 21, 2019 and to cancel the option of the lender to convert the outstanding Revolving Credit Facility to the Company’s common stock.

Additionally, subject to the lender’s prior written consent, the Company had the right to convert $8,750 of the outstanding balance of the Revolving Credit Facility into 29 preferred shares (29,166 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company, with a voting power of 5:1 (vis-à-vis common stock) and would mandatorily convert into common stock on a 1:1 basis within 3 months after such conversion. As part of the transaction the Company also entered into a Preferred Stock Exchange Agreement to exchange the 8 Series B Convertible Preferred Stock (8,333 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) held by the lender for $8,750. The transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. The Company subsequently cancelled the Series B Convertible Preferred Stock previously held by the lender effective March 24, 2016.

On March 29, 2016, the Company drew down the amount of $28,000 under the Revolving Credit Facility.

On April 5, 2016, the Company sold all of its shares in Ocean Rig, to a subsidiary of Ocean Rig for total cash consideration of approximately $49,911 and used $45,000 from the proceeds, to partly reduce the outstanding amount under the Revolving Credit Facility. In addition, the Company reached an agreement under the Revolving Credit Facility whereby the lender agreed to, among other things (i) release its lien over the Ocean Rig shares and, (ii) waive any events of default, subject to a similar agreement being reached with the rest of the lenders to the Company, in exchange for a 40% loan to value maximum loan limit, being introduced under this facility. In addition, the interest rate under the loan was reduced to 4% plus LIBOR. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

On September 9, 2016, the Company entered into an agreement to convert $8,750 of the outstanding balance of the Revolving Credit Facility into 29 Series D Preferred shares of the Company (29,166 shares before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), which were issued on September 13, 2016. Each preferred share had 100,000 votes and was not convertible into common stock of the Company. The transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. Also on September 21, 2016, the Company drew down the amount of $7,825 under the Revolving Credit Facility.

On October 31, 2016, the Revolving Credit Facility was amended to increase the maximum available amount by $5,000 to $75,000 and to give the Company an option within 365 days to convert $7,500 of the outstanding Revolving Credit Facility into the Company’s common shares.

F-30

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

Sifnos Shareholders Inc. – Sierra Investments Inc. - continued: On October 31, 2016 and as part of the sale of the vessel owning companies of Panamax drybulk carriers, the Amalfi, Galveston and Samatan (Note 7), the Company paid the amount of $58,619 to the new owners, being the difference between the purchase price and the outstanding balance of the respective secured credit facility, by increasing by the same amount the outstanding balance of the Revolving Credit Facility. Therefore, following this transaction, the outstanding balance under the Revolving Credit Facility was $69,444. This transaction was approved by the independent members of the Company’s board of directors on the basis of vessel valuations and a fairness opinion.

On November 30, 2016, Sifnos became the lender of record under two syndicated loans previously arranged by HSH Nordbank, with an outstanding balance of an aggregate of $85,066 under the ex-HSH syndicated facilities.

On December 15, 2016, the Company made a prepayment of $33,510 under the Revolving Credit Facility.

On December 30, 2016, the Company entered into a new senior secured revolving facility (“New Revolving Facility”) with Sifnos for the refinancing of its prior outstanding debt, which then amounted to a total of $121,000. Under the terms of the New Revolving Facility, Sifnos extended a new loan of up to $200,000 that was secured by all of the Company’s present and future assets except for the vessel Raraka. The New Revolving Facility carried an interest rate of Libor plus 5.5%, was non-amortizing, had a tenor of three years, had no financial covenants, was arranged with a fee of 2.0% and had a commitment fee of 1.0%. In addition, Sifnos had the ability to participate in realized asset value increases of the collateral base in a fixed percentage of 30%. The transaction was approved by the independent members of the Company’s board of directors and a fairness opinion was obtained in connection with this transaction.

On January 19, 2017 and March 10, 2017, the Company acquired two VLGCs, which were then under construction and on April 6, 2017, acquired the two remaining VLGCs then under construction pursuant to the LPG Option Agreement and partially financed the closing price of the acquisition of the vessel owning companies of the four vessels by using the then remaining undrawn liquidity of $79,000, under the New Revolving Facility. On May 23, 2017, the Company was released by all of its obligations and liabilities under the New Revolving Facility, as amended, through a Notice of Release from Sifnos, and entered into an unsecured revolving facility agreement (“Revolving Facility”) with Sierra and the Participation Rights Agreement with Mountain, both entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO. The Revolving Facility carried an interest rate of Libor plus 6.5%, was non-amortizing, had a tenor of five years, had no financial covenants and was arranged with a fee of 1.0%.

Through the Participation Rights Agreement, Mountain had the ability, to participate in realized asset value increases of all of the Company’s present and future assets, except the vessel Samsara, at a fixed percentage of 30% in case of their sale and had a duration of up to the maturity of the Revolving Facility. The aforementioned transactions with Sifnos and Sierra were approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. The Participation Rights Agreement was terminated on August 29, 2017, in connection with the Private Placement (Note 14).

On August 29, 2017, following the closing of the Private Placement, 9,818,182 common shares were issued to Sierra in exchange for the reduction by $27,000 of the principal outstanding balance of the Revolving Facility (Note 14). On October 2, 2017, after the closing of the Rights Offering, 36,057,876 common shares were issued to Sierra in exchange for the reduction of the principal outstanding balance by $99,159 of the Revolving Facility.

This exchange constituted a common control transaction, as Mr. Economou was deemed to have controlling interests in the Company following the closing of the Private Placement. In this respect, the total exchanged consideration net of par value, was recognized and included in “Additional paid in capital”, in the accompanying consolidated balance sheet as at December 31, 2017, in accordance with the relevant U.S. GAAP guidance.

On October 25, 2017, the Company entered into a new secured loan facility (“Loan Facility Agreement”) with Sierra to refinance the outstanding debt under Revolving Facility, amounting to a total of $73,841.

F-31

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

4.Transactions with Related Parties - continued:

Sifnos Shareholders Inc. – Sierra Investments Inc. - continued: The Loan Facility Agreement carried an interest rate of LIBOR plus 4.5%, was non-amortizing, had a tenor of five years, had no arrangement or commitment fee and was secured by four Company’s vessels, two tanker vessels (Samsara and Balla) and two drybulk carrier vessels (Judd and Castellani). Furthermore, it contained only one financial covenant, according to which the fair market values of mortgaged vessels should be at least 200% of the Loan Facility Agreement outstanding amount. No arrangement fees or otherwise were charged in connection with the refinancing. The transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion.

Further to the above, the outstanding balance under the Loan Facility Agreement as of December 31, 2017 was $73,841, while the respective unamortized deferred finance costs amounted to $2,210. On February 1, 2018, the Company repaid in full the then outstanding balance of $73,841 under the Loan Facility Agreement with Sierra.

The aggregate available undrawn amount under the Loan Facility Agreement at December 31, 2017 was $0. The weighted-average interest rates on the Loan Facility Agreement were: 8.08% and 6.05% for the years ended December 31, 2017 and 2018, respectively.

5.Other Current assets

The amount of other current assets shown in the accompanying consolidated balance sheets is analyzed as follows:

	December 31,
	2017		2018
Inventories	$	7,790	$	10,907
Insurance claims (Note 16)		3,044		1,856
Deferred contract costs (Note 17)		-		496
Other		1,445		499
Other current assets	$	12,279	$	13,758

6.Advances for Vessels under Construction and related costs:

As of December 31, 2017 and 2018, the movement of the advances for vessels under construction and acquisitions are set forth below:

	December 31,
	2017			2018
Balance at beginning of year	$	-		$	31,898
Advances for vessels under construction and related costs		265,565			45,198
Vessels delivered		(233,667	)		(77,096	)
Balance at end of year	$	31,898		$	-

On January 19, 2017, in accordance with the LPG Option Agreement (Note 4), the Company acquired the first VLGC, Anderida, which was then under construction at HHI, for a purchase price of $83,500. The Company paid an amount of $21,850 of the total purchase price, by using part of the undrawn liquidity under the New Revolving Facility (Note 4). An amount of $6,500 of the total amount paid, representing the value of the time charter attached acquired, was classified in “Additional Paid-in Capital”, under the respective “Premium paid on common control transaction”. The $61,650 balance of the purchase price for the VLGC was paid in installments until the vessel’s delivery from HHI, using an amount of $37,500 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand. On June 28, 2017, the Company took delivery of the Anderida and on June 29, 2017, the vessel commenced its time charter on a fixed rate with five years firm duration to an oil major company. The charterer had options to extend the firm employment period by up to three years.

F-32

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

6.Advances for Vessels under Construction and related costs - continued:

On March 10, 2017, in accordance with the LPG Option Agreement (Note 4), the Company acquired for a purchase price of $83,500 the second VLGC, Aisling, which was then under construction at HHI. The Company paid an amount of $21,850 of the total purchase price, by using part of the undrawn liquidity under the New Revolving Facility (Note 4). An amount of $6,500 of the total amount paid, representing the value of the time charter attached acquired, was classified in “Additional Paid-in Capital”, under the respective “Premium paid on common control transaction”. The $61,650 balance of the purchase price for the VLGC was paid in installments until the vessel’s delivery from HHI, using an amount of $37,500 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand. On September 7, 2017, the Company took delivery of the Aisling and on September 12, 2017, the vessel commenced its time charter on a fixed rate with five years firm duration to an oil major company. The charterer had options to extend the firm employment period by up to three years.

On April 6, 2017, in accordance with the LPG Option Agreement (Note 4), the Company acquired the remaining two VLGCs then under construction at HHI, the Mont Fort and Mont Gelé, for a purchase price of $83,500 each.The Company paid an amount of $46,700 of the total purchase price, by using part of the undrawn liquidity under the New Revolving Facility (Note 4) and cash on hand. An amount of $16,001 of the total amount paid, representing the value of the time charter attached acquired, was classified in “Additional Paid-in Capital”, under the respective “Premium paid on common control transaction”. The $120,300 balance of the total purchase price for the VLGCs was paid in installments until the vessels’ delivery from HHI, using an amount of $75,000 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand.

On January 4, 2018, the last installment, including related costs of $44,869 was released to HHI using the $37,500 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand. On October 31, 2017 and on January 4, 2018, respectively, the Company took delivery of the Mont Fort and Mont Gelé and the vessels commenced their time charters on a fixed rate with ten years firm duration to an oil major company on November 5, 2017 and on January 11, 2018, respectively.

On October 15, October 30 and November 5, 2018, the VLGCs Mont Gelé, Mont Fort and Anderida, Aisling, respectively, were delivered to their new owners according to the terms of the Memoranda of Agreement dated July 4, 2018 (Note 7) and their outstanding at that time credit facility was fully repaid along with their associated costs (Note 11).

As of December 31, 2017 and 2018 an amount of $428 and $0 relating to capitalized expenses, and $770 and $0 relating to capitalized interest and finance costs, were included in the “Advances for vessels under construction and related costs”.

7.Vessels, net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	Cost			Accumulated Depreciation			Net Book Value
Balance, December 31, 2016	$	95,550			-		$	95,550
Additions		672,300			-			672,300
Vessels sold		(3,900	)		104			(3,796	)
Depreciation		-			(14,966	)		(14,966	)
Balance, December 31, 2017	$	763,950		$	(14,862	)	$	749,088
Additions		199,243			-			199,243
Right-of-use assets		171,500			-			171,500
Depreciation		-			(25,881	)		(25,881	)
Impairment loss		(24,774	)		7,739			(17,035	)
Vessels sold		(322,905	)		1,322			(321,583	)
Balance, December 31, 2018	$	787,014		$	(31,682	)	$	755,332

F-33

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

7.Vessels, net - continued:

On February 15, 2016, the Company announced that the prior sale of the vessel owning companies of its Capesize vessels, the Fakarava, Rangiroa and Negonego, to entities that may be deemed to be beneficially owned by its Chairman and CEO, Mr. George Economou, had failed. In addition, the Company reached a settlement agreement with the charterer of these vessels for an upfront lumpsum payment and the conversion of the daily rates to index-linked time charters. On March 24, 2016, the Company concluded a new sales agreement with entities that may be deemed to be beneficially owned by Mr. George Economou for the sale of the shares of the vessel owning companies of these Capesize vessels (Fakarava, Rangiroa and Negonego) for an aggregate price of $70,000, including their existing employment agreements and the assumption of the credit facilities associated with the vessels with an outstanding balance of $102,070 at March 24, 2016. On March 30, 2016, the Company received the lender's consent for the sale of the shares of the vessels' owning companies and made a prepayment of $15,000, under the respective loan agreement dated February 14, 2012. As part of the transaction the Company also paid the amount of $12,060, being the difference between the purchase price and the outstanding balance of the respective debt facility, to the new owners.

On March 31, 2016, the shares of the vessel owning companies were delivered to their new owners. In this respect, a charge of $23,018, was recognized and included in "Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other", in the accompanying consolidated statement of operations for the year ended December 31, 2016.

On August 22, 2016, the Company entered into a Memorandum of Agreement with an unaffiliated third-party to sell its Panamax drybulk carrier, the Coronado, for a gross price of $4,250. The vessel was delivered to its new owner on September 9, 2016. In this respect, a gain of $1,084 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2016, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On September 16, 2016, the Company entered into a sale agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, for the sale of the shares of the vessel owning company of the Panamax drybulk carrier, the Oregon, including the associated credit facility, for a gross price of $4,675. As part of the transaction the Company also paid the amount of $7,825 to the new owner, being the difference between the purchase price and the outstanding balance of the respective debt facility. The Company drew down the respective amount under its Revolving Credit Facility (Note 4). The shares of the vessel owning company were delivered to the new owner on September 21, 2016. Due to the controlling interests of Mr. George Economou in the Company and the buyers, this sale constitutes a common control transaction. In this respect, a gain of $281 was recognized and included in “Additional paid in capital” under the respective “Premium paid on common control transaction” for the year ended December 31, 2016, in accordance with the relevant U.S. GAAP guidance.

On September 27, 2016, October 5, 2016 and October 18, 2016, the Company also entered into Memoranda of Agreement with unaffiliated third-parties for the sale of its Panamax drybulk carriers, the Ocean Crystal, Sonoma and Sorrento, respectively, for gross prices of $3,720, $3,950 and $6,700, respectively.

As a result of the concluded agreements, the Company revalued the Ocean Crystal, Sonoma and Sorrento as of September 30, 2016 to their fair values with reference to their purchase prices and a gain of $3,020 was recognized in the accompanying consolidated statement of operations for year ended December 31, 2016, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”. On November 7, 2016, November 15, 2016 and November 22, 2016, the vessels Ocean Crystal, Sonoma and Sorrento, respectively, were delivered to their new owners. In this respect, an aggregate loss of $641 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2016, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On October 26, 2016, the Company entered into sales agreement with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the sale of all of the outstanding shares of the vessel owning companies of three Panamax drybulk carriers the Amalfi, Galveston (the vessel Galveston was sold and delivered to its owners on November 30, 2015) and Samatan, along with their associated credit facility for an aggregate gross price of $15,000.

F-34

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

7.Vessels, net - continued:

As part of the transaction, the Company also paid the amount of $58,619, being the difference between the purchase price and the outstanding balance of the respective secured credit facility, to the new owners. The Company drew down the respective amount under its Revolving Credit Facility (Note 4). The shares of the vessel owning companies were delivered to the new owners on October 31, 2016. Due to the controlling interests of Mr. George Economou in the Company and the buyers, the above sales constitute common control transaction.

In this respect, an aggregate loss of $476 was recognized and included in “Additional paid in capital”, under the respective “Premium paid on common control transaction” for the year ended December 31, 2016, in accordance with the relevant U.S. GAAP guidance.

During the year ended December 31, 2016, a charge of $18,266 was also recognized as “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” due to the reduction of the vessels’ held for sale carrying amount to their fair value less cost to sell as of December 31, 2016.

As of December 30, 2016, and due to the improved financial condition of the Company, the Company’s board of directors decided that the remaining 13 drybulk carriers previously classified as held for sale will not be sold. Effective December 31, 2016, the Company reclassified its drybulk fleet as held and used and a gain of $1,851 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations. Also, the impairment review for the year ended December 31, 2016 indicated that the carrying amount of the offshore support vessels’ was not recoverable and, therefore, a charge of $65,712 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2016.

According to ASU 2014-08, “Presentation of Financial Statements and Property, Plant and Equipment”, the sale of the Company’s vessels and vessel owning companies did not represent a strategic shift, hence no presentation of discontinued operations was required.

On February 10, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one Aframax tanker under construction, the Balla, for a purchase price of $44,500. The Company took delivery of this vessel on April 27, 2017.

On February 14, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one second hand Very Large Crude Carrier, the Shiraga, for a purchase price of $57,000. The Company took delivery of this vessel on June 9, 2017. On March 1, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one second hand Aframax tanker, the Stamos, for a purchase price of $29,000. The Company took delivery of this vessel on May 15, 2017.

On March 24, 2017, the Company entered into four separate Memoranda of Agreement with unaffiliated third parties for the acquisition of four modern, second-hand Newcastlemax drybulk carriers the Marini, Morandi, Bacon and Judd for an aggregate purchase price of $120,540. The Company took delivery of the vessels on May 2, 2017, July 5, 2017, July 6, 2017 and July 13, 2017, respectively.

The Newcastlemax drybulk carriers Bacon and Judd had attached to their Memoranda of Agreements time charter employment contracts until certain dates in 2018 and 2017, respectively. After determining the fair values of these time-chartered contracts as of the acquisition date, the Company recorded a liability of $516 in relation to the attached time charter employment contract of the vessel Judd on the consolidated balance sheet under “Fair value of below market acquired time charters”. This was amortized into revenues using the straight-line method over the respective contract period. As at December 31, 2017, it was fully amortized and included in “Voyage and time charter revenues” in the accompanying consolidated statement of operations for the year ended December 31, 2017. For the vessel Bacon, the fair value of the attached time charter employment contract was determined to be $0.

F-35

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

7.Vessels, net - continued:

On March 31, 2017, the Company entered into three separate Memoranda of Agreement with unaffiliated third parties for the acquisition of three Kamsarmax drybulk carriers, two second hand, the Matisse and Valadon, and one under construction, the Kelly, for an aggregate purchase price of $71,000. The Valadon, Matisse and Kelly were delivered on May 17, 2017, June 1, 2017 and June 14, 2017, respectively.

On April 12, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one secondhand Kamsarmax drybulk carrier, the Nasaka, for a purchase price of $22,000. The Company took delivery of this vessel on May 10, 2017.

On April 27, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one second hand Kamsarmax drybulk carrier, the Castellani, for a purchase price of $23,500. The Company took delivery of this vessel on June 6, 2017.

On May 15, 2017, the Company entered into a purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Suezmax newbuilding vessel, the Samsara, for a purchase price of $64,000. The vessel was time chartered back to the seller and employed from May 24, 2017 under a five year time charter plus optional periods in charterer’s option at a base rate plus profit share and the charterer was also granted purchase options at the end of each firm period. An amount of $440 of the total amount paid, representing the excess of the carrying value of the assets of the vessel owning company acquired over the purchase price paid, was classified in “Additional Paid-in Capital”, under the respective “Gain from common control transaction”. The Company took delivery of this vessel on May 19, 2017 (Note 4). The Company treats the abovementioned lease as an operating lease since none of the capital lease criteria are met.

On December 19, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party to sell its Panamax drybulk carrier the Ecola, for a gross price of $8,500. The vessel was delivered to its new owner on December 29, 2017 and a gain of $4,425 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2017, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On April 27, 2018, the Company entered into a Memorandum of Agreement for the sale of its 2001 built Panamax drybulk carrier, the Maganari, to an unaffiliated buyer for total gross price of $9,700. The vessel was delivered to its new owner on May 24, 2018 and a gain of $5,109 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On May 31, 2018, the Company entered into two separate purchase agreements with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning companies of the Newcastlemax drybulk carrier the Huahine and the Suezmax tanker vessel the Marfa, including their associated outstanding credit facilities, for a gross purchase price of $38,500 and $55,333, respectively (Note 4). As part of the transactions, the Company paid an aggregate amount of $43,500 to the sellers, being the difference between the purchase price and the then outstanding balances of the respective credit facilities. The Company received the vessel owning companies’ shares on June 1 and June 8, 2018, respectively, and assumed an aggregate amount of $50,333 of credit facilities attached to these vessels (Note 12). An amount of $1,581 of the total amount paid, representing the excess of the carrying value of the assets of the vessel owning companies acquired over the purchase price paid, was classified as capital contribution in “Additional Paid-in Capital” as the acquisitions were accounted as transactions between entities under common control.

On June 6, June 11, June 12 and June 27, 2018, the Company entered into four separate Memoranda of Agreement for the sale of its older Panamax drybulk carriers, the Bargara, Redondo, Mendocino and Marbella, respectively, to unaffiliated buyers for an aggregate price of $35,568.

F-36

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

7.Vessels, net - continued:

The Company classified the aforementioned vessels as “held for sale” as at June 30, 2018, as all criteria required for their classification as “Vessels held for sale” were met, at their then carrying value as it was lower than their fair value less cost to sell. On July 18, July 24, August 14 and August 20, 2018, the vessels Redondo, Marbella, Bargara, and Mendocino were delivered to their new owners, respectively, and an aggregate gain of $18,192 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On July 4, 2018, the Company entered into four separate Memoranda of Agreement for the sale of its four VLGCs, including their existing time charter contracts, to unaffiliated buyers for an aggregate price of $304,000. On September 17, 2018, the Company entered into four separate addenda to the aforementioned Memoranda of Agreement, according to which the buyers were entitled to a fixed compensation of $15,000/day due to the delay on the vessels’ delivery until the earlier between the actual delivery dates and December 15, 2018.

The Company classified the aforementioned vessels as “held for sale” as of September 30, 2018, as all criteria required for their classification as “Vessels held for sale” were met, and an impairment loss of $7,279 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018 and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, as a result of the reduction of the VLGCs’ carrying amount to their fair value less cost to sell (Note 13).

According to ASU 2014-08 “Presentation of Financial Statements and Property, Plant and Equipment”, the sale of the Company’s VLGCs does not represent a strategic shift hence no presentation of discontinued operations was required. Excluding the allocation of general and administrative expenses, the VLGCs reported a pretax net income of $1,355 for the year ended December 31, 2018, as compared to a pretax net income of $201 for the year ended December 31, 2017. On October 15, October 30 and November 5, 2018, the VLGCs Mont Gelé, Mont Fort, and Anderida and Aisling respectively, were delivered to their new owners and an aggregate loss of $282 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On August 2, 2018, the Company entered into a Memorandum of Agreement for the sale of its 2001 built Panamax drybulk carrier, the Capitola, to an unaffiliated buyer for total gross price of $7,580. The vessel was delivered to its new owner on August 17, 2018 and a gain of $3,639 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

As of September 30, 2018, the impairment review performed indicated that six of the Company’s vessels (the offshore support vessels), with a carrying amount of $25,590, should be written down to their fair value as determined based on the valuations of the independent valuators, resulting in an impairment charge of $9,465, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 13).

On November 19, 2018, the Company entered into a share purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Aframax tanker vessel, the Botafogo, including its associated then outstanding credit facility, for a purchase price of $27,000 (Note 4). As part of the transaction, the Company paid an aggregate amount of $18,071 to the seller, being the difference between the purchase price and the then outstanding balance of the respective credit facility. On December 14, 2018, the Company received the vessel owning company’s shares and assumed an amount of $8,929 of credit facility attached to that vessel (Note 11). An aggregate amount of $1,231 of the total amount paid, representing the excess of the carrying value of the assets of the vessel owning company acquired over the purchase price paid and the different accounting policy in regards to cut-off recognition of the then ongoing voyage charter ($267 and $964, respectively), was classified as capital distribution in “Additional Paid-in Capital” as the acquisition was accounted as a transaction between entities under common control.

F-37

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

7.Vessels, net - continued:

On November 19, 2018, the Company entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate bareboat charterhire of $171,500. The bareboat charterhire is payable as follows: i) an amount of $99,875 in advance (advance bareboat charterhire), being the difference between the aggregate bareboat charterhire and the then outstanding balance of the aforementioned secured credit facilities, and ii) an amount of $71,625 in quarterly installments equal to the respective installments of the aforementioned secured credit facilities, being the then outstanding balance of relevant credit facilities, bearing the same interest (LIBOR plus margin) and balloon payments at maturities. As part of the agreements, there are purchase obligations upon payment of each balloon installment at each last repayment date.

On November 27, 2018 (commencement date), the Company paid the advance bareboat charterhire. (Notes 4, 12)

In accordance with ASC 842, the Company (lessee) accounted for these leases (bareboat charter agreements) as finance leases (Note 12), recognizing these vessels as right-of-use assets in its consolidated balance sheet under “Vessels, net” depreciated over their remaining useful lives, as determined in accordance with Company’s depreciation policy for fixed assets (Note 2o).

More precisely, the Company recorded a right-of-use assets at the present value of the aggregate finance lease liability amounted to $171,500 (Notes 12, 13). No initial direct costs incurred by the Company.

The impairment review performed for the year ended December 31, 2018, indicated that one of the Company’s tanker vessels, with a carrying amount of $26,666 should be written down to its fair value as determined based on the valuations of the independent valuators, resulting in a loss of $291, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 13).

For the year ended December 31, 2017, and 2018 an amount of $8,834 and $245 relating to capitalized expenses and $2,426 and $84 relating to capitalized interest were included in the “Vessels, net”, respectively.

8.Above market acquired time charter contracts and goodwill:

During 2015, the Company acquired, through the acquisition of Nautilus, six Offshore Supply Vessels, all of which were on time charters to Petroleo Brasileiro S.A. (“Petrobras”) until certain dates in 2016 and 2017, and included fixed day rates that were above day rates available as of the acquisition date.

The acquisition of the common shares of Nautilus was accounted for under the acquisition method of accounting, resulting to a goodwill, included in the offshore support segment, amounted to $7,002, which constituted a premium paid by the Company over the fair value of the net assets of Nautilus, attributable to anticipated benefits from Nautilus’s position to take advantage of the fundamentals of the offshore support market.

After determining the aggregate fair values of these time-chartered contracts as of the acquisition date of Nautilus, the Company recorded the respective contract fair values on the consolidated balance sheet under “Fair value of above market acquired time charters”. These were amortized into revenues using the straight-line method over the respective contract periods (based on the respective contracts).

On February 15, 2016, March 3, 2016 and April 11, 2016, the Company announced that Petrobras had given notice of termination of the contracts for the vessels Crescendo, Jubilee and Indigo effective as of March 6, 2016, March 9, 2016 and April 6, 2016, respectively. The contracts of the vessels Crescendo, Jubilee and Indigo were to expire on January 8, 2017, April 25, 2017 and August 30, 2017, respectively. On December 27, 2016, and in accordance with the respective terms the contract of the vessel Colorado expired. Effective on May 3, 2017, Petrobras gave notice of termination on the long term time charter contract for the vessel Jacaranda that was expiring on July 3, 2017. On June 21, 2017, and in accordance with the respective terms, the contract of the vessel Emblem expired.

F-38

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

8.Above market acquired time charter contracts and goodwill - continued:

The amortization and write offs of the fair value of the above market acquired time charter contracts as of December 31, 2016 amounted to $4,346 and $5,161 and are included to “Voyage and time charter revenue” and “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, respectively, in the accompanying consolidated statement of operations for the year ended December 31, 2016. The amortization and write offs of the fair value of the above market acquired time charter contracts as of December 31, 2017, amounted to $1,200 and $300 and are included to “Voyage and time charter revenue” and “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, respectively, in the accompanying consolidated statement of operations for the year ended December 31, 2017.

At December 31, 2016, the Company performed its impairment review for goodwill. As a result of its impairment testing, the Company determined that the goodwill associated with its offshore support reporting unit was impaired. Accordingly, the Company recognized an impairment charge for the full carrying amount of the goodwill associated with this reporting unit in the amount of $7,002, which had no tax effect.

9.Other non-current assets:

The amounts included in the accompanying consolidated balance sheets are as follows:

	December 31,
	2017			2018
Other non-current assets		$	44,869		$	4,088
		$	44,869		$	4,088

As of December 31, 2017, an amount of $44,869 was recorded as “Other non-current assets” in the accompanying consolidated balance sheets regarding the last installment due to HHI for the delivery of the VLGC Mont Gelé. The last installment, including related costs, of $44,869 was held in an escrow account and released to the HHI on January 4, 2018 upon the delivery of the vessel to the Company (Notes 6, 7). As of December 31, 2018, the amount of $4,088 relates to Company’s prepayments regarding improvements for its drybulk and tanker carrier vessels.

10.Investment in an Affiliate:

- Ocean Rig:

From June 8, 2015, through April 4, 2016, the Company provided drilling services through Ocean Rig, which was considered as an affiliated entity and accounted for under the equity method. On December 31, 2015, the Company’s investment in Ocean Rig had a carrying and market value of $91,410. As at March 31, 2016, the Company’s investment in Ocean Rig had a carrying value of $208,176, while the market value of the investment was $45,985. Based on the relevant guidance provided by U.S. GAAP, the Company concluded that the investment in Ocean Rig was impaired and that the impairment was other than temporary. Therefore, the investment in Ocean Rig was written down to its fair value and a loss of $162,191 was recognized and included in the accompanying consolidated statement of operations for the year ended December 31, 2016.

On April 5, 2016, the Company sold all of its shares in Ocean Rig to a subsidiary of Ocean Rig for total cash consideration of approximately $49,911 and recognized a gain of $792 as a result of the above transaction, including $343 relating to accumulated other comprehensive income which is included in the accompanying consolidated statement of operations for the year ended December 31, 2016. As of April 5, 2016, the Company no longer holds any equity interest in Ocean Rig.

The Company’s equity in the losses and capital transactions of Ocean Rig was 40.4% up to April 5, 2016 and is shown in the accompanying consolidated statement of operations for the year ended December 31, 2016, as “Losses of affiliated company” amounting to a loss of $41,454.

F-39

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

10.Investment in an Affiliate - continued:

- Heidmar

On August 29, 2017, following the closing of the Private Placement (Note 4), the Company issued 12,000,000 common shares to SPII, an entity that may be deemed to be beneficially owned by Mr. George Economou, as a consideration for the purchase of the 100% issued and outstanding equity interests of SPI, which directly holds a 49% interest in Heidmar, a global tanker pool operator. SPI is a member of Heidmar, a Delaware limited liability company that directly owns 49% of the total issued equity interests of Heidmar. The fair value of the investment as of the acquisition date was $34,000 (Note 13).

Since August 29, 2017, Heidmar is considered an affiliated entity of the Company and qualifies as an equity method investment due to Company’s significant influence over Heidmar. The Company elected to account for the investment in Heidmar under the fair value option in order to mitigate volatility in income that would affect the measurement of the investment under the equity method and achieve operational simplifications. The Company’s investment in Heidmar was recorded at $34,000 upon the closing of the transaction.

As of December 31, 2017 and 2018, no change in the fair value of Company’s investment in Heidmar was identified. For the year ended December 31, 2018, the fair value of Company’s investment in Heidmar was determined based on an acceptable valuation method performed in-house by the Company’s management, that combines (weighs) the income and the market approach method and thus, no adjustment for the investment in Heidmar to its fair value was recognized in the accompanying consolidated statement of operations for the years ended December 31, 2017 and 2018.

The Company, considering that Heidmar is not substantially similar with the peer group, assessed as appropriate the weighing between the two approaches used in the valuation to be 80% for the income approach and 20% for the market approach. Specifically, the income approach employed in the valuation exercise is based on the discounted cash flow model that incorporates unobservable in the market place inputs (Level 3 inputs). The inputs that were used in estimating Heidmar’s discounted cash flows include Heidmar’s weighted average cost of capital, projected charter rates based on the most recent ten year historical rates for similar vessels as adjusted for any outliers, annual increase in Heidmar’s historical wages-salaries and non-compensated general and administrative expenses, the expected number of vessels under management over the forecasted period, a long term growth factor, commission rates on projected charter rates and the number of employees as a ratio of the vessels historically managed per employee.

The market approach employed in the valuation exercise incorporates findings from utilizing adjusted data in an active marketplace for identical securities (Level 2 inputs). In particular, the market approach valuation method was based on peer group of companies which were considered fairly similar and comparable and was determined using multiples of Enterprise Value (“EV”) / EBITDA of those peer group companies. Furthermore, a 10% control premium was assumed in order to factor to the valuation the control/significant influence that exits in Heidmar’s equity value in comparison with minority shareholdings in peer group analysis. Finally based on market available empirical evidences and methods, a discount factor representing the lack of marketability due to Heidmar’s private status was used in estimating the total fair value of Heidmar’s equity.

The significant assumptions used in the fair value measurement of the Company’s investment in Heidmar are: (i) the discount factor due to lack of marketability (7.5%), (ii) the projected charter rates based on the most recent ten year historical rates for similar vessels as adjusted for any outliers, (iii) the long term growth factor (3.2%), (iv) the commission rates assumed over projected charter rates (2.9%), (v) the weighted average cost of capital (10.8%), (vi) the projected number of vessels under management over the forecasted period (average of 63 vessels) and (vii) the weighting between the two approaches (80% and 20% for the income and market approach, respectively).

F-40

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

10.Investment in an Affiliate - continued:

A change of: (i) discount factor due to lack of marketability by 5% would result in a change of Company’s investment in Heidmar by $1,856, (ii) charter rates by 10% would result in a change of Company’s investment in Heidmar by $6,672, (iii) long term growth factor by 1%, would result in an increase and decrease of Company’s investment in Heidmar by $1,907 and $1,463, respectively, (iv) commission rates by 0.5% would result in an increase and decrease of Company’s investment in Heidmar by $10,917 and $11,083, respectively, (v) weighted average cost of capital by 1% would result in an increase and decrease of Company’s investment in Heidmar by $2,578 and $1,986, respectively, (vi) the number of vessels under management by one per pool per year would result in an increase and decrease of Company’s investment in Heidmar by $9,010 and $8,945, respectively and (vii) weighting of market versus income approach by 10% would result in a change of Company’s investment in Heidmar by $31 (Note 13).

11.Long-term Debt:

The amount of long-term debt shown in the accompanying consolidated balance sheets is analyzed as follows:

	December 31,
	2017			2018
Secured Credit Facilities - Drybulk Segment	$	-		$	75,582
Secured Credit Facilities - Tanker Segment		-			124,757
Secured Credit Facilities - Gas Carrier Segment		147,716			-
Secured financing arrangements - Drybulk Segment		-			91,937
Less: Deferred financing costs		(2,378	)		(2,193	)
Total debt		145,338			290,083
Less: Current portion		(11,635	)		(38,795	)
Long-term portion	$	133,703		$	251,288

Secured credit facilities

The Company’s secured credit facilities are payable in U.S. Dollars in quarterly installments with balloon payments due at maturity until March 2024. Interest rates on the outstanding credit facilities as at December 31, 2018, are based on LIBOR plus a margin.

On November 18, 2016, the Company reached an agreement for the settlement of its outstanding obligation under a secured credit facility dated June 20, 2008, with the respective lender. Under the terms of the agreement, the lending bank agreed to a write-off of almost half of the outstanding principal and interest due. A gain of $8,366 was recognized as part of the transaction included in “Gain on debt restructuring” in the accompanying consolidated statement of operations for the year ended December 31, 2016. On November 18, 2016, the Company repaid $8,200 of principal, as per agreement and during 2017, it fully repaid the outstanding amount totaling $2,000, according to the agreement concluded on November 18, 2016, under its secured credit facility dated June 20, 2008.

As of December 31, 2016, the Company was in breach of certain financial covenants regarding its secured credit facility dated March 19, 2012 and had not made principal repayments and interest payments under this agreement. As a result of this non-compliance and in accordance with guidance related to the classification of obligations that are callable by the creditor, the Company classified the respective secured credit facility amounting to $14,935 as current liability at December 31, 2016. On April 24, 2017, the Company made a prepayment of $15,158 and repaid in full the outstanding amount and overdue interest under its secured credit facility dated March 19, 2012.

F-41

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

11.Long-term Debt - continued:

On June 22, 2017, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $150,000 to partially finance the construction costs relating to the four VLGCs, the Anderida, Aisling, Mont Fort and Mont Gelé. The facility beared interest at LIBOR plus a margin and was repayable in twenty-four quarterly installments and a balloon payment at maturity and was secured by first mortgage over the Company’s four VLGCs (Note 7). As of December 31, 2017, the Company drew the whole amount of $150,000, related to the delivery of the four VLGCs. On October 15, October 30 and November 5, 2018, the VLGCs Mont Gelé, Mont Fort and Anderida, Aisling, respectively, were delivered to their new owners according to the terms of the Memoranda of Agreement dated July 4, 2018 (Notes 6, 7) and their outstanding at that time credit facility balance total amounted to $137,820 was fully repaid along with their associated costs.

On January 24, 2018, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $90,000. The facility bears interest at LIBOR plus a margin, is repayable in twenty quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessels Shiraga, Samsara, Stamos and Balla (Note 7). On January 26, 2018, the Company drew down the full amount of $90,000.

On January 29, 2018, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $35,000. The facility bears interest at LIBOR plus a margin, is repayable in twenty-four quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessels Valadon, Matisse and Rapallo (Note 7). On March 7, 2018, the Company drew down the full amount of $35,000.

On March 8, 2018, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $30,000. The facility bears interest at LIBOR plus margin, is repayable in twenty-four quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessels Judd and Raraka (Note 7). On March 13, 2018, the Company drew down the full amount of $30,000.

On June 1, 2018, the Company, as part of the acquisition of the vessel owning company of the Newcastlemax drybulk carrier Huahine (Notes 4, 7), assumed the outstanding secured credit facility of $16,500. The facility bears interest at LIBOR plus margin, is repayable in six quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Huahine (Note 7).

On June 8, 2018, the Company, as part of the acquisition of the vessel owning company of the Suezmax vessel Marfa (Notes 4, 7), assumed the outstanding secured credit facility of $33,833. The facility bears interest at LIBOR plus margin, is repayable in twenty-two quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Marfa (Note 7).

On December 14, 2018, the Company, as part of the acquisition of the vessel owning company of the Aframax tanker vessel Botafogo (Notes 4, 7), assumed the outstanding secured credit facility of $8,929. The facility bears interest at LIBOR plus margin, is repayable in five quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Botafogo (Note 7).

Secured financing arrangements

On April 2, 2018, the Company’s wholly-owned subsidiary entered into a finance lease arrangement with a major Chinese leasing company for the Company’s Kamsarmax drybulk carrier, the Kelly, pursuant to a memorandum of agreement and a bareboat charter agreement. The financing provided for the transfer of the Kelly to the buyer for 50% of the agreed purchase price of $26,218 and at the same time chartered it back for a period of ten years (expiration in April 2028). The financing amount (charterhire) bears interest at LIBOR plus a margin, is repayable in forty quarterly installments, with a balloon payment at maturity and is secured by corporate guarantees. As part of the agreement, the Company has purchase options to reacquire the vessel during the bareboat charter period, with the first of such options exercisable on the first anniversary from the vessel's delivery date. There is also a purchase obligation upon payment of the balloon at the last repayment date. On April 13, 2018, the vessel was delivered and chartered back to the Company, and the Company also drew down the full financing amount of $13,109.

F-42

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

11.Long-term Debt - continued:

On May 4, 2018, five of the Company’s wholly-owned subsidiaries entered into five finance lease arrangements with a major Chinese leasing company for the Company’s drybulk carriers Nasaka, Morandi, Marini, Bacon and Castellani, pursuant to five memoranda of agreements and bareboat charter agreements. The financing provided for the transfer of the underlying vessels to the buyer for 50% of the aggregate purchase price of $164,000 and at the same time chartered it back for a period of eight years (expiration in May 2026). The aggregate financing amount (charterhire) bears interest at LIBOR plus a margin, is repayable in thirty-two quarterly installments, with balloon payments at maturity and is secured by corporate guarantees. As part of the agreements, the Company has purchase options to re-acquire each vessel during the bareboat charter period, with the first of such options exercisable on the first anniversary of each vessel’s delivery date. There are also purchase obligations upon payment of each balloon payment at each last repayment date. On May 15, 2018, the vessels were delivered and chartered back to the Company, and the Company also drew down the full aggregate financing amount of $82,000.

In accordance with ASC 842 and ASC 606-10, these transactions were accounted for as financing arrangements and not as transactions involving sale-leaseback, due to the repurchase obligation clauses included in the agreements. Therefore, the Company continues to recognize these vessels at their net book values on the consolidated balance sheet and also recognizes (i) a financial liability for the financing amount drawn down on the accompanying consolidated balance sheet under “Long term debt, net of deferred finance costs” and (ii) the variable amount of consideration paid under “Interest and finance cost” in the accompanying consolidated statement of operations.

The aggregate available undrawn amount under the Company’s secured credit facilities and financing arrangements at December 31, 2017 and 2018 was $0. The weighted-average interest rates on the above outstanding secured credit facilities and financing arrangements were: 3.15%, 3.37% and 4.60% for the years ended December 31, 2016, 2017 and 2018, respectively.

The table below presents the movement for secured credit facilities and financing arrangements throughout 2018:

Debt	Debt agreement date	Original Amount		December 31, 2017		New debt/ Acquisitions		50% Set-off price			Repayments			December 31, 2018
Secured Credit Facility	June 22, 2017	$	150,000	$	147,716	$	-	$	-		$	(147,716	)	$	-
Secured Credit Facility	January 24, 2018		90,000		-		90,000		-			(6,255	)		83,745
Secured Credit Facility	January 29, 2018		35,000		-		35,000		-			(2,543	)		32,457
Secured Credit Facility	March 8, 2018		30,000		-		30,000		-			(1,875	)		28,125
Secured Credit Facility	October 13, 2013		30,000		-		16,500		-			(1,500	)		15,000
Secured Credit Facility	September 1, 2017		35,000		-		33,833		-			(1,750	)		32,083
Secured Credit Facility	January 20, 2010		30,000		-		8,929		-			-			8,929
Secured Financing Arrangement	April 2, 2018		26,218		-		26,218		(13,109	)		(439	)		12,670
Secured Financing Arrangements	May 4, 2018		164,000		-		164,000		(82,000	)		(2,733	)		79,267
				$	147,716	$	404,480	$	(95,109	)	$	(164,811	)	$	292,276

The Company’s secured credit facilities are secured by mortgages over the Company’s vessels (Note 7), corporate guarantees, first priority assignments of all freights in excess of twelve months, earnings, insurances and requisition compensation. The Company’s financing arrangements are secured by corporate guarantees and first priority assignments of all freights, earnings, insurances and requisition compensation. The Company’s secured credit facilities and financing arrangements contain customary financial covenants that restrict, without the bank’s prior consent, changes in management and ownership of the vessels, the incurrence of additional indebtedness and mortgaging of vessels and changes in the general nature of the Company’s business.

Under the Company’s credit facilities and financing arrangements, Mr. Economou must generally continue to beneficially own at least 50% of either (i) the Company’s issued and outstanding share capital or (ii) the Company’s issued and outstanding voting share capital. In addition, the Company’s credit facilities and financing arrangements require the Company and its subsidiaries to satisfy certain financial covenants.

F-43

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

11.Long-term Debt - continued:

Depending on the credit facility or financing arrangement, these financial covenants require to maintain (i) minimum liquidity; (ii) a maximum leverage ratio; (iii) a minimum debt service cover ratio; (iv) a minimum market adjusted net worth; (v) a minimum solvency ratio and (vi) a minimum working capital level. Also, the credit facilities and financing arrangements, require to maintain specified financial ratios, mainly to ensure that the market value of the mortgaged vessels under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which is referred as a value maintenance clause or loan-to-value ratio. All of the Company’s credit facilities and financing arrangements also contain cross-acceleration or cross-default provisions that may be triggered by a default under one of the Company’s other credit facilities and financing arrangements. These covenants may limit the ability of certain of the Company’s subsidiaries to, among other things, without the relevant lenders’ or counterparties’ prior consent (i) incur additional indebtedness, (ii) change the flag, class or management of the vessel mortgaged under such facility, (iii) create or permit to exist liens on their assets, (iv) make loans, (v) make investments or capital expenditures, and (vi) undergo a change in ownership or control.

As of December 31, 2018, the Company was in compliance with the covenants regarding its secured credit facilities and financing arrangements.

Total interest incurred on long-term debt and amortization of debt issuance costs, including capitalized interest, for the years ended December 31, 2016, 2017 and 2018, amounted to $8,299, $17,125 and $20,613, respectively. These amounts net of capitalized interest are included in “Interest and finance costs” in the accompanying consolidated statement of operations.

The annual principal payments required to be made after December 31, 2018, for credit facilities and financing arrangements including balloon payments, totaling $292,276, are as follows:

Due through December 31, 2019	$	39,337
Due through December 31, 2020		30,408
Due through December 31, 2021		22,908
Due through December 31, 2022		22,908
Due through December 31, 2023		85,370
Thereafter		91,345
Total principal payments		292,276
Less: Financing fees		(2,193	)
Total debt	$	290,083

The Loan Facility Agreement with Sierra is discussed in Note 4 herein.

12.Finance lease liability (Due to related parties):

	December 31, 2018
Conquistador bareboat charter	$	24,491
Pink Sands bareboat charter		23,511
Xanadu bareboat charter		23,962
Total finance lease liability		71,964
Less: Current portion		(5,274	)
Long-term portion	$	66,690

On November 19, 2018, the Company entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate bareboat charterhire of $171,500.

F-44

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

12.Finance lease liability (Due to related parties) - continued:

The bareboat charterhire is payable as follows: i) an amount of $99,875 in advance (advance bareboat charterhire), calculated as the difference between the aggregate bareboat charterhire and the outstanding balance of the secured credit facilities at the time of the agreements conclusion, and ii) an aggregate amount of $71,625 in quarterly installments, bearing interest (LIBOR plus margin) and having also balloon payments at maturity. As part of the agreements and upon payment of each balloon installment at the final repayment date, the Company has the obligation to purchase the vessels. On November 27, 2018 (commencement date), the vessels were bareboat chartered to the Company upon payment of the advance bareboat charterhire amounts. The transactions were approved by the independent members of the Company’s board of directors taking into account among other things i) independent third-party brokers’ charter free valuations certificates and ii) the actual speed and consumption figures of each vessel,  the terms of the proposed time charter parties, fixtures of sister vessels the Company owns and general market activity, respectively (Notes 4, 7, 13).

The Company treats the aforementioned bareboat charter agreements (leases) in accordance with the new lease accounting standard (ASC 842). In accordance with ASC 842, the Company (lessee) classified the leases as finance leases due to the purchase obligation clauses included in the agreements. With regards to these contracts initial recognition the Company recognized (i) the vessels as right-of-use assets in its consolidated balance sheet under “Vessels, net” and is depreciating them over their remaining useful lives, as determined in accordance with Company’s depreciation policy for fixed assets (Note 2o) and (ii) a finance lease liability being reduced by the lease payments and increased by period’s finance lease cost.

More precisely, the Company recorded i) an aggregate finance lease liability amounted to $171,500 being the present value of the aggregate future finance lease liability, as determined using the lessor’s implicit rate (4.98%) to the lease and ii) a right-of-use for the vessels at the same amount. No initial direct costs were incurred by the Company. The aggregate future finance lease liability, consisted of i) the advance bareboat charterhire, ii) the fixed quarterly installments and iii) the expected future interest payments, as determined on commencement date (4.91% - LIBOR at commencement date plus margin).

The weighted average remaining term of the Company’s outstanding finance lease obligations was 9.7 years. The Company recognized an accrued finance lease interest expense amounted to $339 in its accompanying consolidated statement of operations for the year ended December 2018, included in “Interest and finance cost” (Note 18).  The Company recognized depreciation expense of the right-of-use assets amounted to $629 in its accompanying consolidated statement of operations for the year ended December 2018, included in “Depreciation” (Note 4).

The table below presents the movement of finance lease liabilities throughout 2018:

Finance lease liability	Bareboat Charter Agreement date	Original amount		Repayments			Finance lease interest expense		December 31, 2018
Conquistador bareboat charter	November 19, 2018	$	56,000	$	(31,625	)	$	116	$	24,491
Pink Sands bareboat charter	November 19, 2018		56,000		(32,600	)		111		23,511
Xanadu bareboat charter	November 19, 2018		59,500		(35,650	)		112		23,962
		$	171,500	$	(99,875	)	$	339	$	71,964

13.Financial Instruments and Fair Value Measurements:

ASC 815, “Derivatives and Hedging” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The Company recognizes all derivative instruments as either assets or liabilities at fair value on its consolidated balance sheets.

The Company enters into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to its variable interest rate secured credit facilities. All of the Company’s derivative transactions are entered into for risk management purposes.

F-45

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

13.Financial Instruments and Fair Value Measurements - continued:

All of the Company’s interest swap agreements were either matured or terminated during the year ended December 31, 2016. As of December 31, 2017 and December 31, 2018, the Company had no interest rate swap agreements outstanding. During the year ended December 31, 2016, the amount of $110 was reclassified into the consolidated statement of operations concerning realized losses on cash flow hedges associated with capitalized interest during prior years.

The fair value of the interest rate swap agreements equates to the amount that would be paid by the Company if the agreements were transferred to a third party at the reporting date, taking into account current interest rates and creditworthiness of both the financial instrument counterparty and the Company. The change in the fair value of such interest rate swap agreements that do not qualify for hedge accounting for the year ended December 31, 2016 amounted to a gain of $2,193, and was included in “Gain on interest rate swaps” in the accompanying consolidated statement of operations.

		Amount of Gain
		Year Ended December 31,
Derivatives not designated as hedging instruments	Location of Gain Recognized	2016			2017			2018
Interest rate swaps	Gain on interest rate swaps		$	403		$	-		$	-
Total			$	403		$	-		$	-

On September 27, 2018, the Company invested $5,000 in a 9.50% Senior Unsecured Callable Corporate Bond (“9.5% Corporate Bond”) with five years maturity. The Company classified its investment as non-current available for sale debt securities measured at fair value through other comprehensive income/(loss) (Note 2). As of December 31, 2018, the fair value of Company’s investment in the 9.5% Corporate Bond amounted to $4,961, resulting to an unrealized loss of $39 and included in the accompanying consolidated statement of comprehensive income/(loss) for the year ended December 31, 2018.

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable, accounts payable, other current assets, other non-current assets and liabilities and due to/due from related parties reported in the consolidated balance sheets approximate their respective fair values because of the short term nature of these accounts. The carrying value approximates the fair market value for the floating rate credit facilities and financing arrangements. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based LIBOR swap yield curves, taking into account current interest rates and the creditworthiness of both the financial instrument counterparty and the Company. The fair value of the investment in Heidmar was determined based on a valuation method that combines (weighs) the income and the market approach using unobservable in the market place inputs (Level 3 inputs) and utilizing adjusted data in an active marketplace for identical securities (Level 2 inputs), respectively.

For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company has in place its valuation policies and procedures regarding the development and determination of the inputs categorized within Level 3 hierarchy. The fair value calculations are the Company’s responsibility and are approved by the Company’s management.

Any changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed and assessed each period based on changes in estimates or assumptions used by the Company’s management for accuracy and reasonability, and recorded as appropriate. The significant assumptions and valuation methods that the Company used to determine the initial fair value and any subsequent change in the fair value of the Company’s investment in Heidmar are discussed below and in Note 10.

The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

F-46

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

13.Financial Instruments and Fair Value Measurements - continued:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the valuation of assets and liabilities measured at fair value on a recurring basis as of December 31, 2018, respectively.

	Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1)			Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)
Recurring measurements:
Investment in affiliate – Heidmar (Note 10)		$	-		$	-		$	34,000
Investment in available for sale debt securities			4,961			-			-
Total		$	4,961		$	-		$	34,000

The Company’s independent members of the board, following the receipt of a fairness opinion, on August 11, 2017 approved a transaction pursuant to which the Company sold 36,363,636 of the Company’s common shares to entities that may be deemed to be beneficially owned by its Chairman and CEO, Mr. George Economou, for an aggregate consideration of $100,000 at a price of $2.75 per share (i.e., the Private Placement). The Private Placement transaction was a non-cash transaction with a transfer of an exchange of assets and liabilities from entities that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou, as a consideration for the common stock issued. The fair values of the non-cash transactions, as described above, are determined based on the fair values of assets and liabilities given up on the date that the transaction was concluded, or if more clearly evident, the fair value of the asset and liabilities received on the date that the respective transaction was concluded. The Company considered that the fair value of the shares issued as part of the transaction is considered more clearly evident and concluded that in this respect the aforementioned non-monetary transaction will be recorded based on the fair value of the shares issued as part of the Private Placement. The fair value of the Company’s exchanged capital stock was valued using the quoted market price available as of the closing of the transaction according to ASC 820 “Fair Value Measurement”.

The Company issued an aggregate 36,363,636 shares of its common stock in the Private Placement to: (i) Sierra in exchange for the reduction of the principal outstanding balance by $27,000 of the Company’s Revolving Facility (Note 4); (ii) SPII in exchange for the indirect purchase of the 49% equity interests in Heidmar that was measured at $34,000 (Note 10); and (iii) Mountain in exchange for the termination of the Participation Rights Agreement (Note 4) and the forfeiture of the Series D Preferred Shares.

The transaction resulted in a total loss of $7,600, as the difference between the transaction price and the fair value price of $2.05 and is included in “Loss on Private Placement” in the accompanying consolidated statement of operations for the year ended December 31, 2017. In addition, an amount of $2,805 was classified under the respective “Stockholders’ Contribution” in “Accumulated deficit” in the accompanying consolidated balance sheet as of December 31, 2017 (Note 4, 14), as the difference between the carrying value of the Series D Preferred Stock before their forfeiture and their fair value.

F-47

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

13.Financial Instruments and Fair Value Measurements - continued:

On December 31, 2017 and 2018, respectively, based on the valuation method that combines (weighs) the income and the market approach using unobservable in the market place inputs (Level 3 inputs) and utilizing adjusted data in an active marketplace for identical securities (Level 2 inputs), no change in the fair value of the Company’s investment in Heidmar was identified and thus no adjustment in the fair value of the Company’s investment in Heidmar was recorded in the accompanying consolidated statement of operations for the years ended December 31, 2017 and 2018 (Note 10).

The following table summarizes the valuation of assets measured at fair value on a non-recurring basis for the year ended December 31, 2018.

	Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1)			Significant Other Observable Inputs (Level 2)			Unobservable Inputs (Level 3)			Impairment loss
Non-Recurring measurements:
Vessels, net (Note 7)			-			26,375			-		291
Total		$	-		$	26,375		$	-	$	291

During 2016, the sale of the vessel owning companies of the Capesize drybulk carriers Fakarava, Rangiroa and Negonego resulted in a charge of $23,018 and the sale of the Panamax drybulk carrier Coronado resulted into a gain of $1,084, both included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” for the year ended December 31, 2016 (Note 7).

During the year ended December 31, 2016, an additional charge of $18,266 was also recognized as “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations due to the reduction of the vessels’ held for sale carrying amount to their fair value less cost to sell, as of December 31, 2016 (Note 7).

Due to the sale of the Panamax drybulk carriers Ocean Crystal, Sonoma and Sorrento (Note 7), the Company revalued the above vessels with reference to the purchase prices as concluded in the respective Memoranda of Agreement and recognized a gain amounting to $3,020 and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” for the year ended December 31, 2016.

Also, a loss of $641 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2016 included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” related to the delivery of those vessels to their new owners.

On December 30, 2016, the Company’s Board of Directors resolved that the 13 drybulk vessels of the Company’s fleet that were previously classified as held for sale will not be sold, effective December 31, 2016. Therefore, the vessels were reclassified as held and used and a gain of $1,851 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” based on the respective U.S. GAAP guidance, due to their measurement at their fair values as at December 31, 2016 as determined based on valuations of the independent valuators. Also, the impairment review for the year ended December 31, 2016 indicated that the carrying amount of the offshore support vessels was not recoverable and, therefore, a charge of $65,712 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations (Note 7).

F-48

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

13.Financial Instruments and Fair Value Measurements - continued:

Upon held for sale classification measurement at fair value less cost to sell in relation to the four VLGCs sold during the period an amount of $7,279 was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 7).

The impairment review performed for the nine-month period ended September 30, 2018, indicated that six of the Company’s vessels (the offshore support vessels), with a carrying amount of $25,590 should be written down to their fair value as determined based on independent valuations, resulting in an impairment charge of $9,465, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 7). The impairment review performed for the year ended December 31, 2018, indicated that one of the Company’s tanker vessels, with a carrying amount of $26,666 should be written down to its fair value as determined based on independent valuations, resulting in an impairment charge of $291, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 7).

14.Common Stock and Additional Paid-in Capital:

Issuance of common shares

On December 23, 2016, the Company entered into an agreement (the “2016 Purchase Agreement”) with Kalani Investments Limited (the “Investor”), an entity organized in the British Virgin Islands that is not affiliated with the Company, under which the Company could sell up to $200,000 of its common stock to the Investor over a period of 24 months, subject to certain limitations, and receive up to an aggregate of $1,500 of shares of its common stock as a commitment fee in consideration for entering into the 2016 Purchase Agreement. Proceeds from any sales of common stock were used for general corporate purposes. The Investor had no right to require any sales and was obligated to purchase the common stock as directed by the Company, subject to certain limitations set forth in the agreement. As of January 31, 2017, the Company completed the sale to the Investor of the full $200,000 worth of shares of its common stock under the 2016 Purchase Agreement, which then automatically terminated in accordance with its terms. Between the date of the 2016 Purchase Agreement, December 23, 2016, and January 30, 2017, the Company sold an aggregate of 32,681 shares (71,864,590 before the effect of the reverse stock splits) of common stock to the Investor, out of which 263 common shares (844,335 before the effect of the reverse stock splits) were commitment fees for entering into the 2016 Purchase Agreement.

On February 17, 2017, the Company entered into a common stock purchase agreement (the “February 2017 Purchase Agreement”) with the Investor. The February 2017 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, the Investor was committed to purchase up to $200,000 worth of shares of the Company’s common stock over the 24-month term of the purchase agreement and receive up to an aggregate of $1,500 of shares of our common stock as a commitment fee in consideration for entering into the February 2017 Purchase Agreement.

As of March 17, 2017, the Company completed the sale to the Investor of the full $200,000 worth of shares of common stock under the February 2017 Purchase Agreement, which then automatically terminated in accordance with its terms. Between the date of the February 2017 Purchase Agreement, February 17, 2017, and March 16, 2017, the Company sold an aggregate 118,165 shares of its common stock (115,801,710 before the effect of the reverse stock splits) to the Investor, out of which 872 common shares (854,631 before the effect of the reverse stock splits) were commitment fees for entering into the February 2017 Purchase Agreement.

On April 3, 2017, the Company entered into a common stock purchase agreement (the “April 2017 Purchase Agreement”) with the Investor. The April 2017 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, the Investor was committed to purchase up to $226,400 worth of shares of the Company’s common stock over the 24-month term of the April 2017 Purchase Agreement and receive up to an aggregate of $1,500 of shares of the Company’s common stock as a commitment fee in consideration for entering into the April 2017 Purchase Agreement.

F-49

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

14.Common Stock and Additional Paid-in Capital - continued:

Issuance of common shares – continued

On August 11, 2017, the Company terminated the April 2017 Purchase Agreement. Between the date of the April 2017 Purchase Agreement, April 3, 2017, and August 10, 2017, the Company sold an aggregate of 31,392,280 shares of its common stock (123,998,456 before the effect of the reverse stock splits) to the Investor, out of which 42,630 common shares (879,711 before the effect of the reverse stock splits) were commitment fees for entering into the April 2017 Purchase Agreement for a total proceeds of $193,598.

On August 11, 2017, the independent members of the Company’s board of directors approved a Term Sheet pursuant to which the Company sold 36,363,636 of the Company’s common shares to entities that may be deemed to be beneficially owned by its Chairman and CEO, Mr. George Economou, for an aggregate consideration of $100,000 at a price of $2.75 per share. The Private Placement closed on August 29, 2017, when the Company issued an aggregate 36,363,636 shares of its common stock to SPII, Sierra and Mountain, entities that may be deemed to be beneficially owned by Mr. Economou (Note 4). The Company did not receive cash proceeds from the Private Placement.

Pursuant to the Term Sheet, the independent members of the Company’s board of directors also approved a Rights Offering that commenced on August 31, 2017 and allowed the Company’s shareholders to purchase their pro rata portion of up to $100,000 of the Company’s common shares at a price of $2.75 per share. In connection with the Rights Offering, on August 29, 2017, Sierra also entered into a Backstop Agreement to purchase from the Company, at $2.75 per share, the number of shares of common stock offered pursuant to the Rights Offering that were not issued pursuant to existing shareholders’ exercise in full of their rights. On October 4, 2017 and following the closing of the rights’ subscription, the Company issued 36,363,636 shares of its common stock, of which 305,760 shares were issued to existing eligible shareholders and 36,057,876 shares were issued to Sierra as per the Backstop Agreement. The Company received $841 from the subscribed shareholders. Regarding the common shares issued to Sierra, the Company did not receive any cash proceeds (Note 4).

Issuance of preferred shares

On June 8, 2016, the Company, entered into a Securities Purchase Agreement with an institutional investor for the sale of 5,000 newly designated Series C Convertible Preferred Shares for $5,000, warrants to purchase 5,000 Series C Convertible Preferred Shares for $5,000 and 0 common shares (310 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). The securities were issued to the investor through a registered direct offering. The total net proceeds from the offering, after deducting offering fees and expenses, were approximately $5,000. The Company further received $5,000 due to the exercise of all warrants, and the total proceeds were $10,000. The Series C Convertible Preferred Stock accrued cumulative dividends on a monthly basis at an annual rate of 8%. Such accrued dividends were payable in shares of common stock or in cash at the Company’s option, or in a combination of cash and common shares.

On July 6, 2016, August 3, 2016, September 1, 2016, October 5, 2016 and November 4, 2016, the Company issued 0 (70 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), 0 (17 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), 0 (278 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), 0 (328 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) and 0 (339 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) shares of Common stock, respectively, as dividend to the holders of our Series C Convertible Preferred shares.

As of November 18, 2016, the 5,000 Series C Convertible Preferred Shares issued on June 15, 2016 and their respective $400 dividends have been converted to 29 common shares (28,697 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) and, the 5,000 of the Series C Convertible Preferred Shares issued on August 10, 2016 due to the exercise of the respective warrants, and their respective $344 dividends have been converted to 152 common shares (149,187 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits).

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DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

14.Common Stock and Additional Paid-in Capital - continued:

Issuance of preferred shares - continued

On September 9, 2016, the Company entered into an agreement to convert $8,750 of the outstanding balance of the Revolving Credit Facility with Sifnos (Note 4) into 29 Series D Preferred shares (29,166 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company. Each preferred share had 100,000 votes and was not convertible into common stock of the Company. The 29 Series D Preferred shares (29,166 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) were issued on September 13, 2016.

On November 16, 2016, the Company entered into a Securities Purchase Agreement with the Investor for the sale of 20,000 newly designated Series E-1 Convertible Preferred Shares for $20,000, preferred warrants to purchase 30,000 Series E-1 Convertible Preferred Shares for $30,000, preferred warrants to purchase 50,000 newly designated Series E-2 Convertible Preferred Shares for $50,000, prepaid warrants to initially purchase an aggregate of 47 common shares (46,609 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits - with the number of common shares issuable subject to adjustment as described therein), and 0 common shares (13 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). The total gross proceeds from the sale of the securities and the exercise of the preferred warrants were $100,000.

The Series E1 and E2 Convertible Preferred Shares were entitled to receive dividends which could be paid by the Company in shares of common stock or cash or a combination of cash and common shares and which were cumulative and accrued and compounded monthly.

As of December 31, 2016, the initial 20,000 Series E-1 Convertible Preferred Shares, which were issued on November 21, 2016, and their respective $1,400 dividends were converted to 873 common shares (856,352 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). Also, as of December 31, 2016, all preferred warrants were exercised and the 80,000 preferred shares were issued and together with their respective $5,551 dividends were converted to 3,153 common shares (3,090,405 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). Finally, all prepaid warrants have been exercised and in this respect, 45 common shares (44,822 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) were issued.

On August 29, 2017, following the closing of the Private Placement, all outstanding shares of Series D Preferred Stock (which carried 100,000 votes per share) that Sifnos held were forfeited. An amount of $2,805, being the difference between the carrying value of the Series D Preferred Stock as of the forfeiture date and their fair value, was classified under the respective “Stockholders’ Contribution” and was included in “Accumulated deficit” in the accompanying consolidated balance sheet as of December 31, 2017 (Notes 4, 13).

Treasury stock

On September 9, 2017, 3 shares (3,009 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company’s common stock, held as treasury stock, were retired. As of December 31, 2017, the Company did not hold any treasury stock.

On February 6, 2018, the Company’s board of directors approved a stock repurchase program under which the Company was authorized to repurchase up to $50,000 of its outstanding common shares for a period of 12 months (the “Repurchase Program”). The Company may repurchase shares in privately negotiated or open-market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. On October 5, 2018, the Company completed in full its Repurchase Program. Under the Repurchase Program, the Company repurchased a total of 10,864,227 shares of its common stock for an aggregate amount of $50,217 including fees.

On October 29, 2018, the Company’s board of directors authorized a new stock repurchase program, under which the Company may repurchase up to $50,000 of its outstanding common shares for a period of 12 months (the “New Repurchase Program”). The Company may repurchase shares in privately negotiated or open-market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.

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DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

14.Common Stock and Additional Paid-in Capital – continued:

Treasury stock – continued

As of December 31, 2018 and under both repurchase programs, the Company has repurchased a total of 17,042,680 shares of its common stock for a gross consideration of $85,378 including fees. As of December 31, 2018, the number of shares of the Company's common stock outstanding was 87,232,028.

The Company elected to account for the repurchased and held shares under the cost method, with the aggregate cost of shares repurchased amounted to $85,378 to be recognized under the “Treasury stock” in the accompanying consolidated balance sheet as at December 31, 2018. As of January 7, 2019, the Company has repurchased an additional 345,401 shares of its common stock for an aggregate amount of $2,120, including fees. As of February 28, 2019, the outstanding number of shares of the Company's common stock was 86,886,627 (Note 22).

Reverse stock splits

On January 18, 2017, the board of directors of the Company determined to effect a 1-for-8 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on January 23, 2017.

On April 6, 2017, the Company determined to effect a 1-for-4 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on April 11, 2017.

On May 2, 2017, the Company determined to effect a 1-for-7 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on May 11, 2017.

On June 16, 2017, the Company determined to effect a 1-for-5 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on June 22, 2017.

On July 18, 2017, the Company determined to effect a 1-for-7 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on July 21, 2017.

All previously reported share and per share amounts have been restated to reflect the reverse stock splits.

Dividends

On February 27, 2017, the Company’s board of directors decided to initiate a new dividend policy under which the Company expected to pay a regular fixed quarterly cash dividend of an aggregate of $2,500 to the holders of common stock.

In addition, at its discretion, the board may decide to pay additional amounts as dividends each quarter depending on market conditions and the Company’s financial performance, over and above the fixed amount.

On February 27, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended December 31, 2016 to the shareholders of record as of March 15, 2017. The dividend was paid on March 30, 2017.

On April 11, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended March 31, 2017 to the shareholders of record as of May 1, 2017. The dividend was paid on May 12, 2017.

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DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

14.Common Stock and Additional Paid-in Capital – continued:

Dividends – continued

On July 7, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended June 30, 2017 to the shareholders of record as of July 20, 2017. The dividend was paid on August 2, 2017.

On October 16, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended September 30, 2017 to the shareholders of record as of October 27, 2017. The dividend was paid on November 13, 2017.

On February 6, 2018, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended December 31, 2017 to the shareholders of record as of February 20, 2018. The dividend was paid on March 6, 2018.

On May 7, 2018, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended March 31, 2018 to the shareholders of record as of May 25, 2018. The dividend was paid on June 8, 2018.

On July 30, 2018, the Company’s board of directors decided to suspend the Company’s previously announced cash dividend policy until further notice. As previously noted, the dividend policy is subject to the discretion of the Company’s board of directors and may be suspended or amended at any time without prior notice.

15. Equity incentive plan:

On January 16, 2008, the Company’s board of directors approved the 2008 Equity Incentive Plan (the “Plan”). Under the Plan, officers, key employees and directors are eligible to receive awards of stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock units and unrestricted stock. On January 25, 2010, the Company’s board of directors amended the 2008 Equity Incentive Plan to provide that a total of 21,834,055 common shares be reserved for issuance. The Plan expired on January 16, 2018 in accordance with its terms.

On January 12, 2011, 9,000,000 shares (1 share after all reverse stock splits) of the non-vested common stock out of 21,834,055 shares reserved under the Plan were granted to Fabiana as a bonus for the contribution of Mr. George Economou for CEO services rendered during 2010. The shares vested over a period of eight years, with 1,000,000 shares (1 share after all reverse stock splits) vesting on the grant date and 1,000,000 shares (0 share after all reverse stock splits) vesting annually on December 31, 2011 through 2018, respectively. The stock-based compensation was recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $5.50 per share (share price before reverse stock splits). As of December 31, 2018, 9,000,000 of these shares (1 share after all reverse stock splits) have vested in full.

On August 20, 2013, the Compensation Committee approved that a bonus in the form of 1,000,000 shares (1 share after all reverse stock splits) of the Company’s common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for CEO services rendered during 2012.

The stock based compensation was recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $2.01 per share (share price before reverse stock splits). As of December 31, 2016, the shares have vested in full.

On August 19, 2014, the Compensation Committee approved that a bonus in the form of 1,200,000 shares (0 share after all reverse stock splits) of the Company’s common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for CEO services rendered during 2013. The stock based compensation was recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $3.26 per share (share price before reverse stock splits). As of December 31, 2016, these shares have vested in full.

F-53

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

15.Equity incentive plan - continued:

On December 30, 2014, the Compensation Committee approved that a bonus in the form of 2,100,000 shares (0 share after all reverse stock splits) of the Company’s common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for CEO services rendered during 2014. The stock based compensation is being recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $1.07 per share (share price before reverse stock splits). As of December 31, 2017, the shares have vested in full.

As of December 31, 2016, 2017 and 2018, there was $2,419, $691 and $0, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan.

The amounts of $3,580, $1,728 and $691 represent the stock based compensation expense for the years ended December 31, 2016, 2017 and 2018, respectively, and are recorded in “General and administrative expenses” in the accompanying consolidated statements of operations for the years ended December 31, 2016, 2017 and 2018, respectively.

16.Commitment and contingencies:

16.1Legal proceedings

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business.

The Company has obtained hull and machinery insurance for the assessed market value of the Company’s fleet and protection and indemnity insurance. However, such insurance coverage may not provide sufficient funds to protect the Company from all liabilities that could result from its operations in all situations. Risks against which the Company may not be fully insured or insurable include environmental liabilities, which may result from a blow-out or similar accident, or liabilities resulting from reservoir damage alleged to have been caused by the negligence of the Company.

As part of the normal course of operations, the Company’s customers may disagree on amounts due to us under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.

HPOR Servicos De Consultaria Ltda, or HPOR, on September 1, 2016 commenced London arbitration references against, among others, us, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, us for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. We have vigorously been defending such allegations and on December 13, 2018, HPOR's appeal was dismissed, with the Commercial Court confirming the decision of the arbitral tribunal and also refusing HPOR permission to appeal further. We and Ocean Rig UDW, or Ocean Rig, were therefore entirely successful. No further appeal is possible by HPOR and the matter is considered closed.

On July 4, 2017, the Company announced that it and Mr. Economou had been named as defendants in a lawsuit filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest.

The Company and Mr. Economou subsequently filed motions to dismiss. The Court finally determined those motions on February 26, 2018. Plaintiff filed a motion for voluntary dismissal without prejudice and the Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiffs filed a new action in the U.S. District Court for the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.) alleging breaches of fiduciary duty and violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On March 14, 2018, Defendants moved for an order requiring Plaintiffs to pay Defendants' costs incurred in the prior action, and for a stay pending payment of costs. On April 22, 2018, plaintiffs filed a first amended complaint propounding additional allegations for constructive or common law fraud or violation of Section 9 of the Securities Exchange Act of 1934. On October 10, 2018, the magistrate judge issued a report and recommendation, recommending that the Court grant Defendants' motion for costs in part, and that the Court stay further proceedings pending Plaintiffs' satisfaction of the cost award.

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DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

16.Commitment and contingencies – continued:

16.1Legal proceedings – continued:

On October 31, 2018, over the Plaintiff’s objection, the Court adopted the magistrate’s report and recommendation, granted defendants’ motion for costs and for stay pending payment of costs in part, and ordered that the case be stayed until plaintiffs satisfy the cost award.

The case was administratively closed by order dated October 31, 2018. Plaintiffs filed a notice of appeal of the district court’s order to the Fifth Circuit Court of Appeals on October 31, 2018 and filed their opening brief in that appeal on December 28, 2018.  Defendants-appellees filed their brief in opposition on January 28, 2019, and Plaintiffs-appellants served their reply brief on or about the same day. The Company and Mr. Economou believe that the complaint is without merit and intend to contest the allegations in the Texas action.

On August 2, 2017, a putative class action complaint was filed in the United States District Court for the Eastern District of New York (No. 17-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, the Company and two of its executive officers. The complaint alleges that the Company and two of its executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. An amended complaint was filed by the putative lead plaintiff on September 21, 2018 in accordance with the schedule set by the Court, adding a Section 20A claim against all defendants, and a Section 20(a) claim against one of the Company’s directors named as an additional defendant. On October 26, 2018, the Company served a motion to dismiss.  On December 14, 2018, the Company filed the fully-briefed motion to dismiss and opposition papers.  On November 30, 2018, putative lead plaintiffs served a motion to strike extraneous documents attached to our motion to dismiss filings.  The putative lead plaintiffs filed the fully-briefed motion papers on December 26, 2018. The Court has scheduled a status conference for May 29, 2019. The Company and its management believe that the complaint is without merit and plan to vigorously defend themselves against the allegations.

On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017-198) by certain Ocean Rig, creditors against, among others, the Company and two of its executive officers (who are currently directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(1), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. The Company (and all other defendants) moved to dismiss the case on October 31, 2017. Following briefing and oral argument, by order dated September 27, 2018, the Court granted Defendants' Joint Motion to Dismiss Complaint, and Defendants George Economou and Antonios Kandylidis' Motion to Dismiss, dismissing the case in its entirety without leave to replead. On or about October 24, 2018, Plaintiffs filed a notice of appeal to the Marshall Islands Supreme Court. The plaintiff-appellant’s opening brief is due to be filed on March 6, 2019, with the defendant-appellee’s opposition brief due on May 15, 2019 and the plaintiff-appellant’s reply brief due on May 27, 2019.  The Company and its management believe that the complaint is without merit and plan to vigorously defend themselves against the allegations.

Ocean Rig has funded a preserved claims trust, or PCT. The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig's creditors referenced above, and certain other claims. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all the scheme creditors in the restructuring.

The Company and certain of its officers and directors have received subpoenas from the SEC requesting certain documents and information from the Company in connection with offerings made by the Company between June 2016 and August 2017. The Company is providing the requested information to the SEC and continues to respond to the ongoing requests from the SEC.

Other than the cases mentioned above, the Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business.

F-55

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

16.Commitment and contingencies – continued:

16.2Contractual charter revenue

Future minimum contractual charter revenue, based on vessels committed to non-cancelable, long-term time contracts as of December 31, 2018, amounts to $26,747 for the twelve months ending December 31, 2019, $6,506 for the twelve months ending December 31, 2020, $6,488 for the twelve months ending December 31, 2021, $1,458 for the twelve months ending December 31, 2022 and $0 for the twelve months ending December 31, 2023 and after. These amounts do not include any assumed off-hire.

16.3Contractual finance lease liability

As part of the three bareboat charter agreements (Notes 4, 12), the Company also provided a guarantee contained into the three bareboat charter agreements pursuant to the terms of which the Company guarantees the obligations arising in respect of the hull cover ratio covenant under the existing secured credit facilities of the vessels Conquistador, Pink Sands and Xanadu, expiring from April 2028 to February 2029 and amounted to $71,625 as December 31, 2018 (Note 12). The following table summarizes Company’s contractual finance lease obligations as of December 31, 2018:

Due through December 31, 2019	$	5,550
Due through December 31, 2020		5,550
Due through December 31, 2021		5,550
Due through December 31, 2022		5,550
Due through December 31, 2023		5,550
Thereafter		43,875
Total contractual obligation	$	71,625

17.        Revenue

Revenue Recognition

The following table disaggregates our revenue by type of contract (voyage charter or time charter) and per reportable segments:

	Year ended December 31, 2016
	Drybulk Segment			Offshore Support Segment			Tanker Segment			Gas Carrier Segment			Consolidated
Voyage charter revenues		$	2,153		$	-		$	-		$	-		$	2,153
Time charter revenues			28,624			21,157			-			-			49,781
Total Revenues		$	30,777		$	21,157		$	-		$	-		$	51,934

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DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

17.Revenue – continued:

Revenue Recognition – continued:

	Year ended December 31, 2017
	Drybulk Segment			Offshore Support Segment			Tanker Segment			Gas Carrier Segment			Consolidated
Voyage charter revenues		$	165		$	-		$	16,870		$	-		$	17,035
Time charter revenues			65,558			3,819			3,988			10,316			83,681
Total Revenues		$	65,723		$	3,819		$	20,858		$	10,316		$	100,716
	Year ended December 31, 2018
	Drybulk Segment			Offshore Support Segment			Tanker Segment			Gas Carrier Segment			Consolidated
Voyage charter revenues		$	695		$	-		$	50,278		$	-		$	50,973
Time charter revenues			93,674			-			6,726			34,762			130,162
Total Revenues		$	94,369		$	-		$	57,004		$	34,762		$	186,135

Trade Accounts Receivable and Contract Balances

Accounts receivable are recorded when the right to consideration becomes unconditional. The increase/(decrease) of accounts receivables were in general due to normal timing differences between our performance and the customers’ payments.

The Company capitalizes any voyage expenses as deferred contract costs incurred during the period between the later of the charter party date or the last discharge and the delivery or the loading date depending on the type of contract (time and voyage charter agreements, respectively). These contract assets are amortized over the duration of the charter or voyage period on a straight line basis and are included in “Voyage expenses”. As of December 31, 2018, deferred contract costs consists of unamortized bunker expenses and port dues of ongoing time and voyage charter agreements. The Company records deferred revenues (contract liabilities) when cash payments are received in advance of its performance, including amounts which are refundable. During the year ended December 31, 2018, the Company recognized as revenues the total amount of deferred revenues outstanding as of December 31, 2017 amounting to $865. As of December 31, 2018, deferred revenue consists of one-month cash advances relating to ongoing time charter agreements and unamortized capitalized ballast bonuses. Our trade accounts receivable, contract assets and contract liabilities consist of the following:

	December 31, 2017		December 31, 2018
Trade Accounts Receivable, net of allowance for doubtful receivables	$	14,526	$	13,713
Deferred Contract Costs (Note 5)		-		496
Deferred Revenue	$	865	$	1,776

Practical Expedients and Exemptions

We generally expense commissions when incurred because the amortization period would have been one year or less (Note 2). These costs are recorded within voyage expenses. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, in accordance with the optional exception in ASC 606. We do not separately disclose the lease and non-lease component, in accordance with the ASC 842 practical expedient (Note 2).

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DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

18.Interest and Finance Costs:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	Year ended December 31,
	2016		2017			2018
Interest incurred on long-term debt	$	6,164	$	1,499		$	15,771
Interest, amortization and write off of financing fees on loan from affiliate and related party		1,563		15,239			2,934
Amortization and write-off of financing fees and other fees		572		387			2,247
Commissions, commitment fees and other financial expenses and related party		558		778			911
Capitalized interest and finance costs		-		(3,196	)		(84	)
Total	$	8,857	$	14,707		$	21,779

F-58

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

19.Segment information:

The Company during 2018 operated in four reportable segments from which it derived its revenues: drybulk, offshore support, tanker and gas carrier segments. The Company, after selling its whole tanker fleet during 2015, re-entered the tanker market through the acquisition of six tanker vessels which were delivered during 2017 and 2018 (Note 7). The Company also entered during 2017 the gas carrier market through the acquisition of four VLGCs that were disposed to unaffiliated buyers during the fourth quarter of 2018 (Notes 6, 7). The reportable segments reflect the internal organization of the Company and are a strategic business that offers different products and services. The drybulk business segment consists of transportation and handling of drybulk cargoes through ownership and trading of vessels. The offshore support business segment consists of offshore support services to the global offshore energy industry through the operation of a diversified fleet of offshore support vessels. The tanker business segment consists of vessels for the transportation of crude and refined petroleum cargoes. The gas carrier segment consisted of vessels for the transportation of liquefied petroleum gas.

The tables below present information about the Company’s reportable segments as of and for the years ended December 31, 2016, 2017 and 2018, and the column “Other” relates to the Company’s investment in Heidmar (Notes 4, 10). The year that the Company had no ownership in the gas carrier segment is not presented in the below table. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s consolidated financial statements. The Company allocates general and administrative expenses of the parent company to its subsidiaries on a pro rata basis. The Company also measures segment performance based on net income.

Summarized financial information concerning each of the Company’s reportable segments is as follows:

	Drybulk segment									Offshore support segment									Tanker segment									Gas Carrier segment						Other				Total
	2016			2017			2018			2016			2017			2018			2016			2017			2018			2017			2018			2017		2018		2016			2017			2018
Revenues	$	30,777		$	65,723		$	94,369		$	21,157		$	3,819		$	-		$	-		$	20,858		$	57,004		$	10,316		$	34,762		$	-	$	-	$	51,934		$	100,716		$	186,135
Vessels’ operating expenses		(32,512	)		(40,026	)		(44,550	)		(14,924	)		(5,659	)		(836	)		(7	)		(8,830	)		(12,698	)		(5,745	)		(10,307	)		-		-		(47,443	)		(60,260	)		(68,391	)
Depreciation		-			(7,326	)		(12,091	)		(3,466	)		(950	)		(852	)		-			(4,652	)		(8,772	)		(2,038	)		(4,166	)		-		-		(3,466	)		(14,966	)		(25,881	)
Goodwill impairment		-			-			-			(7,002	)		-			-			-			-			-			-			-			-		-		(7,002	)		-			-
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other		(35,470	)		4,425			26,940			(70,873	)		(300	)		(9,465	)		-			-			(291	)		-			(7,561	)		-		-		(106,343	)		4,125			9,623
General and administrative expenses		(29,822	)		(19,095	)		(15,896	)		(9,849	)		(7,677	)		(5,105	)		(37	)		(2,384	)		(3,838	)		(1,816	)		(3,475	)		-		-		(39,708	)		(30,972	)		(28,314	)

F-59

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

19.Segment information - continued:

	Drybulk segment									Offshore support segment									Tanker segment									Gas Carrier segment						Other				Total
	2016			2017			2018			2016			2017			2018			2016			2017			2018			2017			2018			2017		2018		2016			2017			2018
Gain/(loss) on interest rate swaps		(917	)		-			-			-			-			-			514			-			-			-			-			-		-		403			-			-
Gain on debt restructuring		10,477			-			-			-			-			-			-			-			-			-			-			-		-		10,477			-			-
Income taxes		-			(56	)		-			(38	)		(20	)		(6	)		-			-			-			(76	)		-			-		-		(38	)		(152	)		(6	)
Net income/(loss)		(69,966	)		(23,676	)		33,389			(86,553	)		(13,322	)		(16,991	)		(713	)		(4,492	)		4,577			(1,054	)		805			-		-		(198,686	)		(42,544	)		21,780
Interest and finance cost		(8,706	)		(13,476	)		(9,607	)		(93	)		(24	)		(2	)		(58	)		(4	)		(4,857	)		(1,203	)		(7,313	)		-		-		(8,857	)		(14,707	)		(21,779	)
Interest income		66			1,310			2,501			13			25			3			2			-			63			30			266			-		-		81			1,365			2,833
Change in fair value of derivatives (gain)/loss		(1,957	)		-			-			-			-			-			(236	)		-			-			-			-			-		-		(2,193	)		-			-
Total assets	$	162,532		$	348,657		$	663,235		$	31,191		$	26,871		$	17,771		$	7		$	202,543		$	296,256		$	322,854		$	43		$	34,000	$	34,000	$	193,730		$	934,925		$	1,011,305

The revenue shown in the table below is analyzed by country based upon the location where the operation of the offshore support vessels took place:

	Year ended December 31,
Country	2016		2017		2018
Brazil		19,312		5,018		-
Europe		1,800		-		-
Total revenues	$	21,112	$	5,018	$	-

As of December 31, 2016, three of the offshore support vessels either operated or were idle in Brazil and the remaining offshore support vessels were laid up in Europe. As of December 31, 2017 and 2018, all of the Company’s offshore support vessels were laid up.

The Company’s drybulk, tanker and gas carrier vessels operated on many trade routes throughout the world, and, therefore, the provision of geographic information is considered impractical by management.

F-60

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

20.Earnings/(Losses) per share:

	Year ended December 31,
	2016								2017								2018
	Loss (numerator)			Weighted- average number of outstanding shares (denominator)		Amount per share			Loss (numerator)			Weighted- average number of outstanding share (denominator)		Amount per share			Earnings (numerator)		Weighted- average number of outstanding shares (denominator)		Amount per share
Net income/ (loss)	$	(198,686	)		-	$	-		$	(42,544	)		-	$	-		$	21,780		-	$	-
Plus: Contribution from Series D Preferred Stock		-			-		-			2,805			-		-			-		-		-
-Less: Convertible Preferred stock dividends		(7,695	)		-		-			-			-		-			-		-		-
Basic EPS/ LPS
Income/Loss available to common stockholders	$	(206,381	)		453	$	(455,587.20	)	$	(39,739	)		35,225,784	$	(1.13	)	$	21,780		98,113,545	$	0.22
Dilutive effect of securities
Diluted EPS/ LPS
Income/Loss available to common stockholders	$	(206,381	)		453	$	(455,587.20	)	$	(39,739	)		35,225,784	$	(1.13	)	$	21,780		98,113,545	$	0.22

For the years ended December 31, 2016 and 2017 and given that the Company incurred losses, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive and therefore, basic and diluted losses per share are the same. For the year ended December 31, 2018, there are no available securities to be issued, thus, basic and diluted earnings per share are the same.

F-61

DRYSHIPS INC.

Notes to Consolidated Financial Statements

For the years ended December 31, 2016, 2017 and 2018

(Expressed in thousands of United States Dollars – except for share and per share data, unless otherwise stated)

21.Income Taxes:

None of the countries of incorporation of the Company and its subsidiaries impose a tax on international shipping income earned by a “non-resident” corporation thereof. Under the laws of the Republic of the Marshall Islands and Malta and Norway, the countries in which Dryships and the drybulk, offshore support, gas carrier and tanker vessels owned by subsidiaries of the Company are registered, the Company’s subsidiaries (and their vessels) are subject to registration fees and tonnage taxes, as applicable, which have been included in Vessels’ operating expenses in the accompanying consolidated statements of operations.

Pursuant to Section 883 of the United States Internal Revenue Code (the “Code”) and the regulations there under, a foreign corporation engaged in the international operation of ships is generally exempt from U.S. federal income tax on its U.S.-source shipping income if the foreign corporation meets both of the following requirements: (a) the foreign corporation is organized in a foreign country that grants an “equivalent exemption” to corporations organized in the United States for the types of shipping income (e.g., voyage, time, bareboat charter) earned by the foreign corporation and (b) more than 50% of the value of the foreign corporation’s stock is owned, directly or indirectly, by individuals who are “residents” of the foreign corporation’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (the “50% Ownership Test”). For purposes of the 50% Ownership Test, stock owned in a foreign corporation by a foreign corporation whose stock is “primarily and regularly traded on an established securities market” in the United States (the “Publicly-Traded Test”) will be treated as owned by individuals who are “residents” in the country of organization of the foreign corporation that satisfies the Publicly-Traded Test.

The Republic of the Marshall Islands and Malta and Norway, the jurisdictions where the Company and its ship-owning subsidiaries are incorporated, each grants an “equivalent exemption” to United States corporations with respect to each type of shipping income earned by the Company’s ship-owning subsidiaries. Therefore, the ship-owning subsidiaries may be eligible to qualify for exemption from United States federal income taxation with respect to U.S. source shipping income if such companies satisfy certain ownership and documentation requirements under applicable U.S. federal income tax law and regulations. The ship-owning subsidiaries will be deemed to satisfy these certain requirements if the Company is able to satisfy such requirements.

The Company satisfied the Publicly-Traded Test for its 2016 Taxable Year and, therefore, 100% of the stock of its Republic of the Marshall Islands and Malta ship-owning subsidiaries was treated as owned by individuals “resident” in the Republic of the Marshall Islands and Malta. However, the Company did not satisfy the ownership requirements to qualify for an exemption from United States taxation on its U.S. source shipping income for its 2017 Taxable Year. Therefore, each of the Company’s Republic of the Marshall Islands, Malta and Norway ship-owning subsidiaries were subject to U.S. federal income tax in respect of their U.S. source shipping income (2%- 4% tax impose without allowance for deductions). As a result, the Company recognized the related tax expense amounted to $152, in the accompanying consolidated statement of operations for the year ended December 31, 2017. The Company satisfied the Publicly-Traded Test for its 2018 Taxable Year and, therefore, 100% of the stock of its Republic of the Marshall Islands ship-owning subsidiaries was treated as owned by individuals “resident” in the Republic of the Marshall Islands.

22.Subsequent Events:

22.1 On January 11, 2019, the Company entered into an index linked employment agreement for its 2014 built Newcastlemax drybulk carrier, the Marini, with TMS Dry. Under the charter, the gross rate is linked to the Baltic Capesize Index (BCI5TC) plus 16% and has an expected duration of 10 to 12 months. The transaction was approved by the independent members of the Company’s board of directors taking into account among other things the actual speed and consumption figures of the vessel, the terms of the proposed time charter party, fixtures of sister vessels the Company owns and general market activity.

22.2 As of February 28, 2019, the Company has repurchased a total of 17,388,081 shares of its common stock for an aggregate amount of $87,498, including fees, pursuant to the Company’s both repurchase programs (Note 14). The current outstanding number of shares of the Company’s common stock is 86,886,627.

F-62

EX-4.33

Exhibit 4.33

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

MEMORANDUM OF AGREEMENT

Contract No: 18MH01GTB6XD0023

Dated 27th April 2018

TEMPO MARINE CO. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, hereinafter called the “Sellers”, have agreed to sell, and

GUANGZHOU HEYANG SHIPPING CO., LIMITED, register address of F2, No. 101 Zhucun Avenue West, Zhucun Road, Zengcheng District, Guangzhou City, China, hereinafter called the “Buyers”, have agreed to buy:

Name of vessel: MAGANARI

IMO Number: 9223497

Classification Society: Bureau Veritas

Class Notation:  Bulk Carrier ESP- heavycargo-nonhomload Holds n. 2,4,6, may be empty-Unrestricted navigation – MACH

Year of Build:	Builder/Yard: 2001, KANASASHI CO LTD, TOYOHASHI, JAPAN
Flag: Malta	Place of Registration: Valletta	GT/NT: 39126 / 25373

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) [and Malta, USA, England, China and Greece].

“Buyers’ Nominated Flag State” means P.R.C. Flag.

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means Holman Fenwick Willian, Hong Kong which shall hold and release the Deposit and Balance in accordance with this Agreement.

“Buyers’ import agent” means CHINA NATIONAL MACHINERY IMP & EXP CORP .

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers and the Buyers and the Buyers’ Import agent.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the Deposit and the Balance of the Purchase Price.

1. Purchase Price

The Purchase Price is USD$9,700.000 (USD Nine Million Seven Hundred Thousand)

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers’ shall lodge a deposit of 10% (ten per cent), of the Purchase Price (the “Deposit”) via Buyers’ import agent through telegraphic transfer in an interest bearing account for the Parties with the Deposit Holder within (5) Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged by e-mail or telefax; and

(ii) The Deposit Holder has confirmed in writing to the Parties that the account has been Opened; and

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

The 90% balance of the Purchase Price together with extra charges including but not limited to bunkers/ luboils etc (the “Balance”) shall be remitted via Buyers' import agent through telegraphic transfer in full free of bank charges to the Deposit Holder's account one day in advance of the day of delivery and shall be hold by the Deposit Holder at the Buyers' sole account in accordance with the Escrow Agreement. On delivery of the Vessel, but not later than three (3) Banking Days after the vessel in every respect ready for delivery in accordance with terms and the condition of this agreement and Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices)

 (i) the Deposit shall be released to the Sellers bank account; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank to the Sellers’ Account.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers together with CCS surveyor have also inspected the Vessel at/in Hong Kong on 23'" March 2018 and further CCS inspection was carried out on 20^th April 2018. The Buyers have accepted the Vessel following this inspection and the sale is outright and definite. subject only to the terms and conditions of this Agreement

(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within _______ (State date/period).

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) to apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered and taken over safely afloat at a safe and always accessible drydock at Zhoushan Xinys Shipyard, China.  If no drydock is available according to the expected delivery schedule then tne Vessel will be delivered to he Buyers at the anchorage of the Shipyard. The expense prior to the delivery will be taken by the Sellers and the expense after the delivery will be responsible by the Buyers.

Notice of Readiness shall not be tendered before: 20^th May 2018

Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 24^th May 2018

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), fifteen (15), ten (10), seven (7), five (5) days’ notice of the expected time of delivery and 3/2/1 definite days of the date the

Sellers intend to tender Notice of Readiness and of the intended place of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

The Buyers shall take delivery of the Vessel within three (3) bankmg days (Saturday/Sunday/holidays in Malta/USA/Greece/EngIand/Hong Kong/China excluded) after the Sellers have tendered to the Buyers a Nouee of Readiness for Delivery, the date of tendering such notice being exclusive. The Notice of Readiness for Delivery shall be submitted by the Sellers to the Buyers (anytime, day and night including Saturday, Sunday and holidays) once the Vessel Is ready for delivery.

(c)  If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within one (1) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within one (1) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void.

6. Drydocking /Divers Inspection

(a)*No DryDocking shall apply.

The Buyers also waive their right of divers inspection.  The Sellers shall issue an undertaking letter that Sellers guarantee the vessel does not touch the bottom/grounding from the last drydocking to the date of delivery.

(i) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Sellers will give notice prior the date of 7 days approximate delivery notice be issued to Buyers of the place/time they intend to make the vessel available for such inspection.  Buyers’ failure to appoint divers approved by class or attent underwater inspection as per Sellers’ notification will be deemed a waiver of their right to inspect the vessel’s underwater parts.  The Class surveyor to be appointed by the Sellers and all expenses to be for the Buyers’ account. The Sellers shall at their cost and expense make the Vessel available for such inspection.  The inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers.  The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning.  The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

 (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items:

- All Log Books for Deck, Engine and Radio.

- All lSPS, ISM and quality documentation and correspondence. SSP (Ship Security Plan) Training video library. books.

- Crew/Officers library/walport videos

- All Master's Slopchest/Bonded stores. all Master's and crew's personal belongings

- Personal lap-top computers

- Personal cell phones

- Contents of Master's safe

- Certificates/documents to be returned to authorities

- Training video library, books.

Logbooks shall be retained by the Sellers. However, the Buyers have the right to take photocopies/copy of the logbooks onboard before delivery at the Buyers’ cost.

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: INFINITY Communication Box

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced by the Sellers prior to delivery at their cost and expense.

Buyers to pay extra for remaining bunkers at Sellers' actual net price (excluding barging expenses), which to be evidenced by invoices/vouchers/hire statements. In case invoices/vouchers/hire statements are not available then pnces to be paid at Singapore platts prices available one (1) day before vessel's delivery to the Buyers. Also. Buyers to pay extra for vessel’s unused/sealed lubricants and greases that have not passed through vessel's systems in designated storage tanks and sealed drums/pails at Seller's last prices evidenced by invoices/vouchers.

The Sellers guarantee that tne quantity of the HFO, MOO (including LSMGO) remaining on board at time of delivery shall not exceed 25% of total tank capacity (including daily service tank, settling tank and designated fuel oil tanks) of each type If the last port prior to the delivery port is Hong Kong Macau or Taiwan, the quantity limit shall be not exceeding 5% of total tank capacity.

 (a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses)at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port, for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: Holman Fenwick Willan, Hong Kong

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents Documents to be mutually agreea between Buyers and Sellers and to be incorporated as an Addendum to the MOA, but in any case. failure to agree documentation shall not be a reason to invalidate the MOA. The drafts of delivery documents shall be sent to each party for mutually check prior to 20 days approximate delivery notice be issued.

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any such additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than _ (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Vessel shall be delivered free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and without condition/ recommendation* by the Classification Society or the relevant authorities at the time of delivery. Buyers acknowledge that vessels next bottom survey in Dry Dock is due by May 23^rd, 2018 and accept to take delivery with such survey due.

For the avoidance of doubt Sellers list hereinbelow Vessel’s major survey due dates which are as follows.

-Annual Surveys -are due by 20^th May 2018,

-Bottom Survey in Dry Dock-is due by 23^rd May 2018,

-Aux Oil-fired Boiler 1 - Internal - is due by 23^rd May 2018"

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers.  If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

Said Buyers representatives to be allowed to use vessel's communication equipment and said charges will be settled by Buyers representatives on board and to the Master directly, but before delivery Buyers' representatives to pay a victualling daily rate cf usd 10 per rep.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of ______(state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ___(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing.

For the Buyers     Mrs. Lulu Zheng

Lorentzen & Stemoco Shanghai

Email:  lul.zheng@lorstem.com

Mobile:  86 186 1612 5061

For the Seller:      Mr. George Kaklamanos

Shipinvest Brokers Ltd.

Email:  SnP@shipinvest.qr

Tel: +30 210 80 23 341

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19. The Vessel shall be delivered with her cargo holds clean swept. and free of cargo However, Sellers have the option to deliver the vessel with her cargo holds as they are left by the Slevedores after completion of discharge of cargo on board by paying Buyers a lump-sum amount of USD 4,500 in lieu of cargo holds cleaning.

20. P&C: All details of these negotiations and any eventual sale shall be kept strictly private and confidential among all parties concerned, except where required by statutory or requirements for stock listed companies

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ Georgios A. Kuklamanos	/s/ Linxue Jun
Name: Georgios A. Kuklamanos	Name: Linxue Jun
Title: Attorney-in-Fact	Title: Attorney-in-Fact

For and on behalf of the Buyers’ import agent

/s/ Huang Xy Dong

Name: Huang Xy Dong

Title:   Attorney-n-Fact

EX-4.34

Exhibit 4.34

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (“Agreement”), dated as of 31^st day of May 2018, is made by and between OIL TANKERS INVESTMENTS INC. of Marshall Islands (the “Buyer”) and ZILLS SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the “Seller”)

RECITALS

WHEREAS, the Seller directly owns shares, constituting all of the issued and outstanding capital stock of Zills Owning Company Limited, a corporation organized under the laws of the Republic of the Marshall Islands (the “Owner”);

WHEREAS, the Owner owns an oil tanker under the name m/t “MARFA”, registered under Malta flag, IMO Number 9773478 (the “Vessel”);

WHEREAS, the Seller wishes to sell and Buyer wishes to buy, all of the issued outstanding capital stock of the Owner (the “Shares”), on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements stated herein, the parties agree as follows:

ARTICLE IDEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in (a) the preamble, (b) the recitals, (c) this Article I or (d) elsewhere in this Agreement, as the case may be:

Claim means any claim, demand, assessment, judgment, order, decree, action, and cause of action, litigation, suit, investigation or other Proceeding.

Debt means a loan agreement dated 1^st September 2017 as amended and supplemented from time to time and made between (1) the Owner as borrower (2) DVB Bank SE as agent, arranger and security agent and (3) the financial institutions referred to therein as lenders for an amount of up to a maximum of United States Dollars Thirty Five Million ($35,000,000) of which an amount of United States Dollars Thirty Three Million Eight Hundred Thirty Three Thousand Three Hundred Thirty Three and Thirty Three Cents ($33,833,333.33) is outstanding by way of principal at the date of this Agreement.

Laws means all statutes, treaties, codes, ordinances, decrees, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, certificates, codes, licenses, permits, approvals, guidelines, voluntary restraints, inspection reports, or any provisions of such laws, including general principles of common law and equity and the requirements of all

Governmental Bodies, binding or affecting the Person referred to in the context in which such word is used; and “Law” means any one of them.

Lien means (whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof; or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors, and which under applicable law has the foregoing effect, including any adverse Claim.

Orders means judgments, writs, decrees, compliance agreements, injunctions, rules, awards, settlement agreements or orders of any governmental body or arbitrator.

Person means any individual, firm, corporation, partnership, Limited Liability Company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.

Pledge of Shares means a first priority share pledge of all the shares of the Owner in the Seller executed by the Seller in favor of DVB Bank SE as Security Trustee through a shares security deed dated 1^st September 2017 (the “Shares Security Deed”).

Proceeding means an action, suit, litigation, claim, investigation, legal, administrative or arbitration proceeding.

ARTICLE IIPURCHASE OF SHARES; CLOSING

Section 2.1  Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, the Seller agrees to sell, transfer, convey, assign and deliver to the Buyer, and the Buyer agrees to acquire and buy from the Seller, the Shares.

Section 2.2 Closing. Within five (5) days from the fulfillment of the conditions set forth in Sections 6.1 and ·6.2, the closing of the transactions contemplated hereby (the “Closing”) shall be held at a place upon which Buyer and Seller shall agree. The date on which the Closing is held is referred to in this Agreement as the “Closing Date”. The parties need not to be present at Closing, and documents may be delivered through counsel, and payment shall be by wire transfer to an account nominated by the Sellers.

Section 2.3  Purchase Price. The purchase price for the Shares that shall be paid by the Buyer to the Seller on or before the Closing Date shall consist of an amount United States Dollars Fifty Five Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three and Thirty Three Cents (US$ 55,333,333.33) less the outstanding balance under the Debt on the basis of zero working capital including cash. Any adjustment of the Purchase Price shall be mutually agreed by

the Seller and the Buyer and the Purchase Price will be adjusted accordingly within 30 days from the Closing Date. All costs associated with the Debt transfer shall be borne by the Buyer.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLER

The Seller hereby represents and warrants to the Buyer on the date hereof and as of the Closing Date as follows:

Section 3.1 Organization of the Seller. The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 3.2 Organization of the Owner. (a) The Owner is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. (b) The Seller has heretofore delivered to the Buyer complete and correct copies of the constitutional documents of the Owner as currently in effect and the other corporate records. The corporate records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable Laws and in compliance with the constitutional documents.

Section 3.3 Authority of the Seller. (a) The Seller has full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Seller and no other corporate proceedings on the part of the Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) that this Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms.

Section 3.4 Capitalization. (a) Schedule 1 sets forth the amount of authorized capital stock and the amount of the issued and outstanding shares of capital stock of the Owner. The Shares constitute all of the issued and outstanding common shares of the Owner; all such common shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally and beneficially by the Seller, as set forth on Schedule 1. Other than this Agreement and the restrictions set forth in the Shares Security Deed, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange under any outstanding security or other instruments) by the Seller of the Shares, and there is no obligation on the part of the Seller to grant, extend or enter into any of the foregoing.

Section 3.5 Ownership of Purchased Shares. ·Subject to the restrictions set forth in the Shares Security Deed, the Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller’s ability to vote such shares or to transfer such shares to the Buyer.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers as of the date hereof and as of the Closing Date as follows:

Section 4.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Republic the Marshall Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 4.2 Authority. (a) Buyer has the full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Buyer and no other corporate proceedings on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) this Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

ARTICLE VCOVENANTS

Section 5.1  Conduct of Business Pending Closing. Buyer and Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Seller shall conduct the business and maintain and preserve the assets of the Seller in the ordinary course of business; and (ii) the Buyer and the Seller shall use their reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct.

ARTICLE VICONDITIONS TO CLOSING

Section 6.1 Conditions to Obligations of Buyer. The obligations of the Buyer to consummate the transactions contemplated herein are subject to satisfaction of the following conditions:

(a)  Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained. In particular, the Seller shall obtain and provide evidence of:

 (i)  The Consent of DVB Bank SE to be obtained by 30^th June 2018 to the sale of the Shares to the Buyer together with the assumption of the security interest created under the Shares Security Deed and the Debt by the Buyer

(ii)  The release of the Shares Security Deed granted by the Seller to DVB Bank SE.

(b)  Compliance. The Seller shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article III hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

Section 6.2 Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated herein are subject to satisfaction of the following conditions:

(a)  Purchase Price. Subject to the fulfillment of the conditions of Section 6.1, the Seller shall have advanced to the Buyer the Purchase Price under Section 2.3.

(b)  Corporate records. The Seller shall have delivered to the Buyer all resolutions passed by the Board of Directors since the incorporation

(c)  Compliance. Buyer shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

(d)  Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained.

ARTICLE VIITERMINATION

Section 7.1 Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)  By the mutual written agreement of the Buyer and the Seller;

(b)  By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer;

(c)  By the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Seller;

(d)  In the event that the consent of DVB Bank SE as set forth in Sections 6.1 (a) fails to be obtained by 30^th June 2018, then this Agreement shall become null and void, having no effect whatsoever. No party shall be liable to the other for any loss and/or damage.

ARTICLE VIIIINDEMNITY

Section 8.1 The Buyer shall save, indemnify and hold harmless each of the Seller and its officers, directors, shareholders, employees, partners, members, agents, attorneys and advisers against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by or arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Seller and its officers, directors, shareholders, employees, partners, members, agents, attorneys and advisers may suffer or incur (directly or indirectly) in the course of or as a result of performance of this Agreement.

ARTICLE IVGENERAL PROVISIONS

Section 9.1 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement signed by all the parties hereto.

Section 9.2 Execution of Further Documents Each party agrees to execute all documents necessary to carry out the purpose of this Agreement and to cooperate with each other for the expeditious fulfilment of the terms of this Agreement.

Section 9.3 Notices. All notices and other communications hereunder shall be in writing (including e-mail) as agreed between the Parties.

Section 9.4 Choice of Law; Resolution of Disputes. This Agreement shall be governed by and construed under the laws of England and Wales. All disputes, differences, controversies or claims arising out of or in connection with this Agreement shall be referred to arbitration in London, England in accordance with the rules of the London Maritime Arbitrators Association (LMAA).

Section 9.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

For the Seller
By:	/s/ Dimitrios Glynos
Name:	Mr. Dimitrios Glynos
Title:	Attorney-in-fact

For the Buyer
By:	/s/ Dimitrios Dreliozis
Name:	Mr. Dimitrios Dreliozis
Title:	Attorney-in-fact

Schedule 1

CAPITALIZATION

ZILLS OWNING COMPANY LIMITED

Total authorized share capital:

500 registered shares with par value $20.00 per share

Total issued and outstanding share capital:

500 common shares, par value $20.00 per share, registered in the name of ZILLS SHAREHOLDERS INC

EX-4.35

Exhibit 4.35

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (“Agreement”), dated as of 31^st day of May 2018, is made by and between DRYBULK INVESTMENTS INC. of Marshall Islands (the “Buyer”) and Rightmove Shareholders Inc, a corporation organized under the laws of the Republic of the Marshall Islands (the “Seller”),

RECITALS

WHEREAS, the Seller directly owns shares, constituting all of the issued and outstanding capital stock of Rightmove Owners Inc, a corporation organized under the laws of the Republic of the Marshall Islands (the “Owner”);

WHEREAS, the Owner owns a bulk carrier under the name m/v “Huahine”, registered under Malta flag, IMO Number 9587257 (the “Vessel”);

WHEREAS, the Seller wishes to sell and Buyer wishes to buy, all of the issued outstanding capital stock of the Owner (the “Shares”), on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements stated herein, the parties agree as follows:

ARTICLE IDEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in (a) the preamble, (b) the recitals, (c) this Article I or (d) elsewhere in this Agreement, as the case may be:

Claim means any claim, demand, assessment, judgment, order, decree, action, cause of action, litigation, suit, investigation or other Proceeding.

Debt means a loan agreement dated 13^th October 2013 as amended and supplemented from time to time and made between (1) the Owner as borrower (2) DVB Bank SE as agent, arranger and security agent and (3) the financial institutions referred to therein as lenders for an amount of up to a maximum of United States Dollars Thirty Million ($30,000,000) of which an amount of United States Dollars Sixteen Million Five Hundred Thousand ($16,500,000) is outstanding by way of principal at the date of this Agreement.

Laws means all statutes, treaties, codes, ordinances, decrees, rules, regulations, municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, certificates, codes, licenses, permits, approvals, guidelines, voluntary restraints, inspection reports, or any provisions of such laws, including general principles of common law and equity and the requirements of all Governmental Bodies, binding or affecting the Person referred to in the context in which such word is used; and “Law” means any one of them.

Lien means (whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof; or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors, and which under applicable law has the foregoing effect, including any adverse Claim.

Orders means judgments, writs, decrees, compliance agreements, injunctions, rules, awards, settlement agreements or orders of any governmental body or arbitrator.

Person means any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.

Pledge of Shares means a first priority share pledge of all the shares of the Owner in the Seller executed by the Seller in favour of DVB Bank SE as Security Trustee through a shares security deed dated 11^th October 2013 (the “Shares Security Deed”).

Proceeding means an action, suit, litigation,. claim, investigation, legal, administrative or arbitration proceeding.

ARTICLE IIPURCHASE OF SHARES; CLOSING

Section 2.1   Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, the Seller agrees to sell, transfer, convey, assign and deliver to the Buyer, and the Buyer agrees to acquire and buy from the Seller, the Shares.

Section 2.2    Closing. Within five (5) days from the fulfillment of the conditions set forth in Sections 6.1 and 6.2, the closing of the transactions contemplated hereby (the “Closing”) shall be held at a place upon which Buyer and Seller shall agree. The date on which the Closing is held is referred to in this Agreement as the “Closing Date”. The parties need not to be present at Closing, and documents may be delivered through counsel, and payment shall be by wire transfer to an account nominated by the Sellers.

Section 2.3   Purchase Price. The purchase price for the Shares that shall be paid by the Buyer to the Seller on or before the Closing Date shall consist of an amount United States Dollars Thirty Eight Million Five Hundred Thousand (US$ 38,500,000) less the outstanding balance under the Debt on the basis of zero working capital including cash. Any adjustment of the Purchase Price shall be mutually agreed by the Seller and the Buyer and the Purchase Price will be adjusted accordingly within 30 days from the Closing Date. All costs associated with the Debt transfer shall be borne by the Buyer.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLER

The Seller hereby represents and warrants to the Buyer on the date hereof and as of the Closing Date as follows:

Section 3.1   Organization of the Seller. The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 3.2    Organization of the Owner. (a) The Owner is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. (b) The Seller has heretofore delivered to the Buyer complete and correct copies of the constitutional documents of the Owner as currently in effect and the other corporate records. The corporate records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable Laws and in compliance with the constitutional documents.

Section 3.3   Authority of the Seller. (a) The Seller has full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Seller and no other corporate proceedings on the part of the Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) that this Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms.

Section 3.4   Capitalization. (a) Schedule 1 sets forth the amount of authorized capital stock and the amount of the issued and outstanding shares of capital stock of the Owner. The Shares constitute all of the issued and outstanding common shares of the Owner; all such common shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally and beneficially by the Seller, as set forth on Schedule 1. Other than this Agreement and the restrictions set forth in the Shares Security Deed, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange under any outstanding security or other instruments) by the Seller of the Shares, and there is no obligation on the part of the Seller to grant, extend or enter into any of the foregoing.

Section 3.5   Ownership of Purchased Shares. Subject to the restrictions set forth in the Shares Security Deed, the Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller’s ability to vote such shares or to transfer such shares to the Buyer.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers as of the date hereof and as of the Closing Date as follows:

Section 4.1   Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Republic the Marshall Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 4.2   Authority. (a) Buyer has the full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Buyer and no other corporate proceedings on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) this Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

ARTICLE V COVENANTS

Section 5.1   Conduct of Business Pending Closing. Buyer and Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Seller shall conduct the business and maintain and preserve the assets of the Seller in the ordinary course of business; and (ii) the Buyer and the Seller shall use their reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct.

ARTICLE VICONDITIONS TO CLOSING

Section 6.1   Conditions to Obligations of Buyer. The obligations of the Buyer to consummate the transactions contemplated herein are subject to satisfaction of the following conditions:

(a)   Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained. In particular, the Seller shall obtain and provide evidence of:

(i)   The Consent of DVB Bank SE to be obtained by 30^th June 2018 to the sale of the Shares to the Buyer together with the assumption of the security interest created under the Shares Security Deed and the Debt by the Buyer

(ii)   The release of the Shares Security Deed granted by the Seller to DVB Bank SE.

(b)   Compliance. The Seller shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article III hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

Section 6.2   Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated herein are subject to satisfaction of the following conditions:

(a)   Purchase Price. Subject to the fulfillment of the conditions of Section 6.1, the Seller shall have advanced to the Buyer the Purchase Price under Section 2.3.

(b)   Corporate records. The Seller shall have delivered to the Buyer all resolutions passed by the Board of Directors since the incorporation

(c)   Compliance. Buyer shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

(d)   Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained.

ARTICLE VIITERMINATION

Section 7.1   Grounds for Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a)   By the mutual written agreement of the Buyer and the Seller;

(b)   By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer;

(c)   By the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Seller;

(d)   In the event that the consent of DVB Bank SE as set forth in Sections 6.1 (a) fails to be obtained by 30^th June 2018, then this Agreement shall become null and void, having no effect whatsoever. No party shall be liable to the other for any loss and/or damage.

ARTICLE VIIIINDEMNITY

Section 8.1   The Buyer shall save, indemnify and hold harmless each of the Seller and its officers, directors, shareholders, employees, partners, members, agents, attorneys and advisers against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by or arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Seller and its officers, directors, shareholders, employees, partners, members, agents, attorneys and advisers may suffer or incur (directly or indirectly) in the course of or as a result of performance of this Agreement.

ARTICLE IVGENERAL PROVISIONS

Section 9.1    Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement signed by all the parties hereto.

Section 9.2    Execution of Further Documents Each party agrees to execute all documents necessary to carry out the purpose of this Agreement and to cooperate with each other for the expeditious fulfilment of the terms of this Agreement.

Section 9.3    Notices. All notices and other communications hereunder shall be in writing (including e-mail) as agreed between the Parties.

Section 9.4    Choice of Law; Resolution of Disputes. This Agreement shall be governed by and construed under the laws of England and Wales. All disputes, differences, controversies or claims arising out of or in connection with this Agreement shall be referred to arbitration in London, England in accordance with the rules of the London Maritime Arbitrators Association (LMAA).

Section 9.5   Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

For the Seller
By:	/s/ Dimitrios Glynos
Name:	Mr. Dimitrios Glynos
Title:	Attorney-in-fact

For the Buyer
By:	/s/ Dimitrios Dreliozis
Name:	Mr. Dimitrios Dreliozis
Title:	Attorney-in-fact

Schedule 1

CAPITALIZATION

RIGHTMOVE OWNERS INC

Total authorized share capital:

500 registered shares with par value $20.00 per share

Total issued and outstanding share capital:

500 common shares, par value $20.00 per share, registered in the name of RlGHTMOVE SHAREHOLDERS INC

EX-4.36

Exhibit 4.36

US$35,000,000

FACILITY AGREEMENT

Dated 1 September 2017

as amended and restated on 8 June 2018

for

ZILLS OWNING COMPANY LIMITEDas Borrower

guaranteed by

DRYSHIPS INC.as Guarantor

arranged by

DVB BANK SE, AMSTERDAM BRANCHas Arranger

with

DVB BANK SE, AMSTERDAM BRANCHacting as Facility Agent

and

DVB BANK SE, AMSTERDAM BRANCHacting as Security Agent

and

DVB BANK SEacting as Account Bank

relating to the financing of m.v. “MARFA” (ex hull no. 1352)

W A T S O N  F A R L E Y

&

W I L L I A M S

Index

Clause Page

Section 1	Interpretation	2
1	Definitions and Interpretation	2
Section 2	The Facility	26
2	The Facility	26
3	Purpose	26
4	Conditions of Drawdown	27
Section 3	Drawdown	29
5	Drawdown	29
Section 4	Repayment, Prepayment and Cancellation	31
6	Repayment	31
7	Prepayment and Cancellation	32
Section 5	Costs of Drawdown	34
8	Interest	34
9	Interest Periods	37
10	Changes to the Calculation of Interest	38
11	Fees	40
Section 6	Additional Payment Obligations	42
12	Tax Gross Up and Indemnities	42
13	Increased Costs	47
14	Other Indemnities	48
15	Costs and Expenses	51
Section 7	Guarantee	53
16	Guarantee and Indemnity	53
Section 8	Representations, Undertakings and Events of Default	57
17	Representations	57
18	Information Undertakings	63
19	Financial Covenants	68
20	General Undertakings	70
21	Insurance Undertakings	76
22	MOA Undertakings	82
23	Post-Delivery Vessel Undertakings	83
24	Security Cover	88
25	Accounts, Application of Earnings and Hedge Receipts	90
26	Events of Default	92
Section 9	Changes to Parties	98
27	Changes to the Lenders	98
28	Changes to the Transaction Obligors	103
Section 10	The Finance Parties	104
29	The Facility Agent, the Arranger and the Reference Banks	104
30	The Security Agent	115
31	Conduct of Business by the Finance Parties	130
32	Sharing among the Finance Parties	131
Section 11	Administration	133
33	Payment Mechanics	133
34	Set-Off	136
35	Bail-in	137
36	Notices	137

37	Calculations and Certificates	139
38	Partial Invalidity	139
39	Remedies and Waivers	140
40	Settlement or Discharge Conditional	140
41	Irrevocable Payment	140
42	Amendments and Waivers	140
43	Confidential Information	142
44	Confidentiality of Funding Rates and Reference Bank Quotations	146
45	Counterparts	148
Section 12	Governing Law and Enforcement	149
46	Governing Law	149
47	Enforcement	149

Schedules

Schedule 1 The Parties	150
Part A The Obligors	150
Part B The Original Lenders	151
Part C The Servicing Parties	153
Schedule 2 Conditions Precedent	156
Part A Conditions precedent to Drawdown Request	156
Part B Conditions Precedent to Prepositioning of Funds	158
Part C Conditions Precedent to Disbursement	160
Schedule 3 Requests	161
Part A Drawdown Request	161
Part B Selection Notice	163
Schedule 4 Form of Transfer Certificate	164
Schedule 5 Form of Assignment Agreement	167
Schedule 6 Form of Compliance Certificate	169
Schedule 7 Timetables	171

Execution

Execution Pages 172

THIS AGREEMENT was made on 1 September 2017 and is amended and restated by a Deed of Accession, Amendment and Restatement dated 8 June 2018

PARTIES

(1) ZILLS OWNING COMPANY LIMITED, a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the “Borrower”)

(2) DRYSHIPS INC., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as guarantor (the “Guarantor”)

(3) DVB BANK SE, AMSTERDAM BRANCH, as arranger (the “Arranger”)

(4) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties)as lenders (the “Original Lenders”)

(5) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties)as hedge counterparties (the “Hedge Counterparties”)

(6) DVB BANK SE, AMSTERDAM BRANCH, as agent of the other Finance Parties (the “Facility Agent”)

(7) DVB BANK SE, AMSTERDAM BRANCH, as security agent for the Creditor Parties (the ‘‘Security Agent”)

(8) DVB BANK SE, acting through its office at Platz der Republik 6, 60325, Frankfurt/Main, Germany as account bank (the “Account Bank”)

OPERATIVE PROVISIONS

SECTION 1

INTERPRETATION

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Accounts” means:

(a) the Earnings Account; and

(b) with the express written consent of the Facility Agent, any other accounts opened by the Borrower with the Account Bank, the Facility Agent or the Security Agent for the purposes of the Finance Documents.

“Account Security” means, together, the First Priority Account Security and the Second Priority Account Security.

“Advance” means the borrowing of the Facility under this Agreement.

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

“Approved Broker” means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

“Approved Classification” means, as at the date of this Agreement, I, +HULL, +MACH, Oil tanker, CSR, CPS(WBT), ESP, Unrestricted navigation, ACCESS, CPS(COT), +AUT-UMS, MON-SHAFT, BWT, CLEANSHIP, GREEN PASSPORT, PROTECTED FO TANK, +ALP, ERS-S, INWATERSURVEY, SPM, VCS-TRANSFER with the Approved Classification Society or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means, as at the date of this Agreement, Bureau Veritas or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Lenders.

“Approved Commercial Manager” means, as at the date of this Agreement, TMS Tankers Ltd., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Tankers Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders as the commercial manager of the Vessel.

“Approved Flag” means Malta or any other flag acceptable to Facility Agent acting on the authorisation of the Lenders.

“Approved Manager” means the Approved Commercial Manager and/or the Approved Technical Manager.

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“Approved Technical Manager” means, as at the date of this Agreement, TMS Tankers Ltd., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Tankers Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders as the technical manager of the Vessel.

“Approved Valuer” means any one of Arrow Valuations Ltd., Compass Maritime Services, Fearnleys Shipping AS, Maritime Strategies International Ltd., VesselsValue.com, Braemar ACM Shipbroking, Galbraiths Limited Shipbrokers, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd., Howe Robinson and Lorentzen & Stemoco AS (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

“Assignable Charter” means, any Charter in respect of the Vessel having a duration of 12 months or more (or capable of exceeding, by virtue of any optional extensions or renewals, a duration of 12 months) on terms approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement)or any other form agreed between the relevant assignor and assignee.

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

“Availability Period” means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii) 31 December 2017.

“Available Commitment” means a Lender’s Commitment minus:

(a) the amount of its participation in the outstanding Loan; and

(b) in relation to the proposed Drawdown, the amount of its participation in the Advance that is due to be made on or before the proposed Drawdown Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

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“Borrower’s Minimum Liquidity Amount” has the meaning given to it in Clause 19.1 (Borrower’s minimum liquidity).

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

(a)

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

exceeds

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

(b) where a Lender is providing a fixed interest rate under Clause 8.3 (Fixed rate of interest)and only for the period for which the fixed rate of interest shall apply, any claim, expense, liability or loss incurred by a Lender in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure in connection with the Lender providing a fixed interest rate under Clause 8.3 (Fixed rate of interest)or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the claim, expense, liability or loss incurred by it in terminating, or otherwise in connection with, a number of transactions for which this Agreement is one.

(c) “Builder” means Shanghai Waigaoqiao Shipbuilding Co., Ltd., a company incorporated in the People’s Republic of China whose registered office is No. 3001, Zhouhai Rd, Pudong New District, 200137, Shanghai, the People’s Republic of China.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam or Athens and:

(a) (in relation to funding of the Loan only) Frankfurt;

(b) (in relation only to any date for payment or purchase of dollars) New York; and

(c) (in relation only to any date for the fixing of an interest rate using LIBOR) London.

“Charter” means any charter relating to the Vessel, or other contract for its employment, whether or not already in existence.

“Charterer” means any person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders, who, as charterer, is a party to a Charter.

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“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

“Charterparty Assignment” means, in relation to any Assignable Charter, the assignment creating Security over the rights of the Borrower under that Assignable Charter and any Charter Guarantee relative thereto in agreed form.

“Code” means the US Internal Revenue Code of 1986.

“Commercial Management Agreement” means the agreement entered into between the Borrower and the Approved Commercial Manager regarding the commercial management of the Vessel.

“Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part B of Schedule 1 (The Parties)and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

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

“Compliance Certificate” means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate)or in any other form agreed between the Guarantor, the Borrower and the Facility Agent.

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

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

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

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

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 43 (Confidential Information);or

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

5

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

(ii) any Funding Rate or Reference Bank Quotation.

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Facility Agent.

“Corresponding Debt” means any amount, other than any Parallel Debt, which an Obligor owes to a Creditor Party under or in connection with the Finance Documents.

“Creditor Party” means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

“Deed of Accession, Amendment and Restatement” means a deed of accession, amendment and restatement dated 8 June 2018 and made between, amongst others, (i) the Borrower, (ii) the Guarantor, (iii) the Arranger, (iv) the Original Lenders, (v) the Facility Agent, (vi) the Security Agent, (vii) the Account Bank and (viii) the Hedge Counterparties setting out the terms pursuant to which this Agreement has been amended and restated;

“Deed of Covenant” means the deed of covenant collateral to the Mortgage in agreed form.

“Default” means an Event of Default or a Potential Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Delivery Date” means the date on which the Vessel was delivered by the Builder to the Borrower pursuant to the MOA.

“Disruption Event” means either or both of:

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

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

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

6

(ii) from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Drawdown” means the drawdown of the Facility.

“Drawdown Date” means the date of the drawdown, being the date on which the Advance was made.

“Drawdown Request” means a notice substantially in the form set out in Part A of Schedule 3 (Requests).

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

(a) the following, save to the extent that any of them is, with the prior written consent of the Facility Agent, pooled or shared with any other person:

(i) all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii) the proceeds of the exercise of any lien on sub-freights;

(iii) compensation payable to the Borrower or the Security Agent in the event of requisition of the Vessel for hire or use;

(iv) remuneration for salvage and towage services;

(v) demurrage and detention moneys;

(vi) without prejudice to the generality of sub-paragraph (i) above, damages forbreach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel;

(vii) all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii) all monies which are at any time payable to the Borrower in relation to general average contribution; and

(b) if and whenever the Vessel is employed on terms whereby any moneys falling within sub-paragraphs (i) to (vii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel.

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“Earnings Account” means an account in the name of the Borrower with the Account Bank with account number 2910064611.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

(a) any release, emission, spill or discharge into the Vessel or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from the Vessel; or

(b) any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than the Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Vessel and/or any Transaction Obligor and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c) any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

“Environmental Law” means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

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

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

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

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Finance Document” means:

(a) this Agreement;

(b) the Drawdown Request;

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(c) any Security Document;

(d) any Hedging Agreement;

(e) any Subordination Deed;

(f) any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(g) any other document designated as such by the Facility Agent and the Borrower.

“Finance Party” means the Facility Agent, the Security Agent, the Arranger, the Account Bank, a Lender or a Hedge Counterparty.

“Financial Indebtedness” means any indebtedness for or in relation to:

(a) moneys borrowed;

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

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

(d) the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

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

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

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

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

“First Priority Account Security” means a document creating first priority Security over any Account in agreed form.

“Fleet Vessel” has the meaning given in Clause 19.2 (Guarantor’s financial covenants).

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“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.4 (Cost of funds).

“GAAP” means generally accepted accounting principles in the US including IFRS.

“General Assignment” means the general assignment creating Security over the Vessel’s Earnings, its Insurances and any Requisition Compensation in agreed form.

“Group” means the Guarantor and its Subsidiaries for the time being (including, but not limited to, the Borrower and the Shareholder) and “member of the Group” shall be construed accordingly.

“Guarantee” means the guarantee of the Guarantor contained in this Agreement.

“Hedge Receipts” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Agent by a Hedge Counterparty under a Hedging Agreement.

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrower for the purpose of hedging interest payable under this Agreement.

“Hedging Agreement Security” means a hedging agreement security creating Security over the Borrower’s rights and interests in any Hedging Agreement, in agreed form.

“Hedging Close Out Liabilities” means as at any relevant date the amount certified by any Hedge Counterparty to the Facility Agent as the net aggregate amount in dollars which would be payable by the Borrower under a Hedging Agreement at the relevant determination date as a result of termination or closing out under that Hedging Agreement.

“Hedging Prepayment Proceeds” means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

“Holding Company” means, in relation to a person, any other person in relationto which it is a Subsidiary.

“IAPPC” means a valid international air pollution prevention certificate issued under MARPOL Annex VI;

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

“Indemnified Person” has the meaning given to it in Clause 14.2 (Other indemnities).

“Initial Market Value” means the Market Value of the Vessel determined in accordance with the valuations provided pursuant to paragraph 4.3 of Schedule 2, Part B.

“Insurances” means, in relation to the Vessel:

(a) all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, effected in relation to the Vessel, the Earnings or otherwise in relation to the Vessel whether before, on or after the date of this Agreement; and

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(b) all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

“Interest Payment Date” has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 8.3 (Fixed rate of interest),Clause 9 (Interest Periods)and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default interest).

“Interpolated Screen Rate” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan, each as of the Specified Time for dollars.

“ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Lender” means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 27 (Changes to the Lenders),which in each case has not ceased to be a Party in accordance with this Agreement.

“LIBOR” means, in relation to the Loan or any part of the Loan:

(a) the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

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(b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

“LMA” means the Loan Market Association.

“Loan” means the loan made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a “part of the Loan” means the Advance or any other part of the Loan as the context may require.

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

“Majority Lenders” means:

(a) if no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than 66% per cent. of the Total Commitments; or

(b) at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66% per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66% per cent. of the Loan immediately before such repayment.

“Management Agreement” means the Technical Management Agreement or the Commercial Management Agreement.

“Manager’s Undertaking” means the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager subordinating the rights of the Approved Technical Manager and the Approved Commercial Manager respectively against the Vessel and the Borrower to the rights of the Finance Parties and assigning the rights and interests of the Approved Technical Manager and the Approved Commercial Manager in the Insurances to the Finance Parties in agreed form.

“Margin” means 2.50 per cent. per annum.

“Market Value” means, in relation to the Vessel or any other vessel, at any date, the market value of the Vessel or vessel determined in accordance with Clause 24.7 (Provision of valuations)and prepared:

(a) unless otherwise specified, as at a date not more than 14 days previously;

(b) by an Approved Valuer or Approved Valuers;

(c) without physical inspection of the Vessel or vessel; and

(d) on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter,

after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

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“Material Adverse Effect” means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or

(b) the ability of any Transaction Obligor to perform its obligations under any Finance Document; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

“Maturity Date” means 22 September 2023.

“MOA” means the memorandum of agreement dated 12 September 2017 and made between (i) the Borrower as buyer and (ii) the Seller as seller for the purchase of the Vessel on terms acceptable to the Lenders.

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

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

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

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

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

“Mortgage” means the first priority Maltese ship mortgage on the Vessel in agreed form, as amended and supplemented by the Mortgage Amendment.

“Mortgage Amendment” means an amendment to the Mortgage in agreed form.

“Obligor” means the Borrower or the Guarantor.

“Original Financial Statements” means:

(a) in relation to the Guarantor the audited consolidated financial statements of the Group for its financial year ended 31 December 2017; and

(b) in relation to the Borrower its unaudited financial statements for its financial year ended 31 December 2016.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

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“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

“Parallel Debt” means any amount which an Obligor owes to the Security Agent under Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))or under that clause as incorporated by reference or in full in any other Finance Document.

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

“Party” means a party to this Agreement.

“Permitted Charter” means a Charter:

(a) which is a time, voyage or consecutive voyage charter;

(b) the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;

(c) which is entered into on bona fide arm’s length terms at the time at which the Vessel is fixed; and

(d) in relation to which not more than two months’ hire is payable in advance,

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Permitted Financial Indebtedness” means:

(a) any Financial Indebtedness incurred under the Finance Documents;

(b) any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to the Subordination Deed or otherwise and which is, in the case of any such Financial Indebtedness of the Borrower, the subject of Subordinated Debt Security.

“Permitted Security” means:

(a) Security created by the Finance Documents;

(b) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(c) liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice;

(d) liens for salvage;

(e) liens for master’s disbursements incurred in the ordinary course of trading; and

(f) any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel and not as a result of any default or

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omission by the Borrower and subject, in the case of liens for repair or maintenance, to Clause 23.17 (Restrictions on chartering, appointment of managers etc.).

“Permitted Ultimate Beneficial Ownership Change” means the Ultimate Beneficial Owner becoming the ultimate legal, direct or indirect, beneficial owner of the total issued share capital of the Borrower by way of transfer of all the shares of the Borrower to an entity which is wholly beneficially owned by the Ultimate Beneficial Owner and approved by all the Lenders in their sole discretion, subject to paragraph (f) of Clause 26.10 (Ownership of the Obligors and the Shareholder).

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

“Pre-positioning Bank” means the bank referred to in paragraph (a) of Clause 5.6 (Prepositioning of funds).

“Prohibited Person” means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed.

“Protected Party” has the meaning given to it in Clause 12.1 (Definitions).

“Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance executed between the Borrower and the Seller in relation to the Vessel pursuant to the MOA.

“Purchase Price” means the total price of $57,000,000, being the total amount of the yard instalments previously paid to the Seller ($11,312,000) plus the balance of the contract price ($45,688,000) payable for the Vessel under clause 1 of the MOA.

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

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Reference Bank Quotation” means any quotation supplied to the Facility Agent by a Reference Bank.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

(a) if:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

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as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, as the rate at which the relevant Reference Bank could fund itself in dollars for the relevant period with reference to the unsecured wholesale funding market.

“Reference Banks” means the principal London offices of any three banks from the ICE LIBOR panel or such other entities as may be appointed by the Facility Agent in consultation with the Borrower.

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

“Relevant Interbank Market” means the London interbank market.

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

(a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c) any jurisdiction where it conducts its business; and

(d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

“Repayment Instalment” has the meaning given to it in Clause6.1 (Repaymentof Loan).

“Repeating Representation” means each of the representations set out in Clause 17 (Representations)except Clause 17.10 (insolvency),Clause 17.11 (No filing or stamp taxes),Clause 17,12 (Deduction of Tax)and Clause 17.17 (No proceedings pending or threatened)and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

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

“Requisition” means:

(a) any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto)by any

17

government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b) any capture or seizure of the Vessel (including any hijacking or theft) by any person whatsoever.

“Requisition Compensation” includes all compensation or other moneys payable to the Borrower by reason of any Requisition or any arrest or detention of the Vessel in the exercise or purported exercise of any lien or claim.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctions” means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a) imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or

(b) otherwise imposed by any law or regulation.

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters.  If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Second Priority Account Security” means a document creating second priority Security over the Earnings Account in agreed form.

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Creditor Party under or in connection with each Finance Document.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Document” means:

(a) any Shares Security;

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(b) any Mortgage;

(c) any Deed of Covenant;

(d) any General Assignment;

(e) any Account Security;

(f) any Charterparty Assignment;

(g) any Hedging Agreement Security;

(h) any Manager’s Undertaking;

(i) any Subordinated Debt Security;

(j) any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(k) any other document designated as such by the Facility Agent and the Borrower.

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

(a) the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Creditor Parties and all proceeds of that Transaction Security;

(b) all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Security Agent as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Security Agent as trustee for the Creditor Parties;

(c) the Security Agent’s interest in any turnover trust created under the Finance Documents;

(d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties, except:

(i) rights intended for the sole benefit of the Security Agent; and

(ii) any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

“Selection Notice” means a notice substantially in the form set out in Part B of Schedule 3 (Requests)given in accordance with Clause 9 (Interest Periods),

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“Servicing Party” means the Facility Agent or the Security Agent.

“Seller” means, together, the Builder and China Shipbuilding Trading Company, Limited, a corporation organized and existing under the Laws of the People’s Republic of China, having its registered office at Fangyuan Mansion, 56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, the People’s Republic of China.

“Shareholder” means Oil Tankers Investments Inc., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

“Shares Security” means a document creating Security over the share capital in the Borrower in agreed form.

“Specified Time” means a day or time determined in accordance with Schedule 7 (Timetables).

“Subordinated Creditor” means:

(a) a Transaction Obligor; or

(b) any other person who becomes a Subordinated Creditor in accordance with this Agreement.

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

“Subordinated Finance Document” means:

(a) a Subordinated Loan Agreement; and

(b) any other document relating to or evidencing Subordinated Liabilities.

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordinated Loan Agreement” means any loan agreement made or to be made between (i) the Borrower and (ii) a Subordinated Creditor.

“Subordination Deed” means a subordination deed entered into or to be entered into by each Subordinated Creditor and the Security Agent in agreed form.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

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

“Tax Credit” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 12.1 (Definitions).

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“Tax Payment” has the meaning given to it in Clause 12.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between the Borrower and the Approved Technical Manager regarding the technical management of the Vessel.

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Commitments” means the aggregate of the Commitments, being $35,000,000 at the date of this Agreement, all of which has been drawn down on the Drawdown Date.

“Total Loss” means:

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

(b) any Requisition of the Vessel unless the Vessel is returned to the full control of the Borrower within 30 days of such Requisition.

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

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

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of:

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

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

(c) in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the totalloss occurred.

“Transaction Document” means:

(a) a Finance Document;

(b) a Subordinated Finance Document;

(c) the MOA;

(d) any Charter; or

(e) any other document designated as such by the Facility Agent and the Borrower.

“Transaction Obligor” means an Obligor, the Shareholder, any Approved Manager or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

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“Transfer Certificate” means a certificate in the form set out in Schedule 4 (Form of Transfer Certificate)or any other form agreed between the Facility Agent and the Borrower.

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

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Ultimate Beneficial Owner” means Mr. George Economou, a citizen of Greece residing, as at the date of this Agreement, at 38 Boulevard du Jardin Exotique, 98000 Monaco, and/or any of his linear descendants;

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

“US” means the United States of America.

“US Tax Obligor” means:

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

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

“VAT” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“VAT Group” means two or more companies or limited liability partnerships which register as a single taxable entity for VAT purposes.

“Vessel” means the 158,000 deadweight metric tons crude tanker type of vessel, having Builder’s hull number 1352, which was purchased by the Borrower under the MOA and is registered in the ownership of the Borrower with IMO No. 9773478 under the Approved Flag with the name “MARFA”.

“Write-down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b) in relation to any other applicable Bail-In Legislation:

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(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

1.2 Construction

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

(i) the “Account Bank”, the “Arranger”, the “Facility Agent”, any “Finance Party”, any “Lender”, any “Hedge Counterparty”,any “Obligor”,any “Party”, any “Creditor Party”,the “Security Agent”,any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

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

(iv) “document” includes a deed and also a letter, fax or telex;

(v) “expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vi) a “Finance Document”,a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

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

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

(ix) “proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

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

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

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

(xiii) a time of day is a reference to Amsterdam time;

(xiv) any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

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

(xvi) “including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b) The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

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

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

1.3 Construction of insurance terms

In this Agreement:

“approved” means, for the purposes of Clause 21 (Insurance Undertakings),approved in writing by the Facility Agent;

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

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 21 (Insurance Undertakings)or any other provision of this Agreement or of another Finance Document;

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

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

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

1.4 Agreed forms of Finance Documents

References in Clause 1.1 (Definitions)to any Finance Document being in “agreed form” are to that Finance Document:

(a) in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or

(b) in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 42.2 (All Lender matters)applies, all the Lenders.

1.5 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”)to enforce or to enjoy the benefit of any term of this Agreement.

(b) Subject to Clause 42.3 (Other exceptions)but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c) Any Receiver, Delegate, Affiliate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities),paragraph (b) of Clause 29.11 (Exclusion of liability),Clause 29,21 (Role of Reference Banks),Clause 29.22 (Third Party Reference Banks)or paragraph (b) of Clause 30.11 (Exclusion of liability)may, subject to this Clause 1.5 (Third party rights)and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

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SECTION 2

THE FACILITY

2 THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower a dollar term loan facility in an aggregate amount not exceeding the Total Commitments.  The amount of $35,000,000 has been drawn down on the Drawdown Date, of which an amount of $33,833,333.34 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

2.2 Finance Parties’ rights and obligations

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

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.  The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3 PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility only for the purpose of financing the Vessel in an aggregate principal amount not exceeding the lower of:

(a) 65 per cent. of the Initial Market Value of the Vessel; and

(b) $35,000,000.

3.2 Monitoring

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

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4 CONDITIONS OF DRAWDOWN

4.1 Conditions precedent to delivery of a Drawdown Request

The Borrower may not deliver a Drawdown Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent)in form and substance satisfactory to the Facility Agent,

4.2 Conditions precedent to prepositioning of funds

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation)if:

(a) on the date of the Drawdown Request and on the proposed Drawdown Date and before the Advance is made available:

(i) no Default is continuing or would result from the proposed Advance; and

(ii) the Repeating Representations to be made by each Transaction Obligor are true;

(b) on the Drawdown Date, the Facility Agent has received, or is satisfied that it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent)in form and substance satisfactory to the Facility Agent (acting on the instructions of ail the Lenders).

4.3 Conditions precedent to release of the Advance

The Facility Agent shall only be obliged to release the Advance to the Seller on the Delivery Date if:

(a) on the Delivery Date and before the Advance is released:

(i) no Default is continuing or would result from the proposed release; and

(ii) the Repeating Representations to be made by each Transaction Obligor are true;

(b) on the Delivery Date, the Facility Agent has received, or is satisfied that it will receive when the Vessel is delivered to the Borrower under the MOA, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent)in form and substance satisfactory to the Facility Agent (acting on the instructions of all the Lenders).

4.4 Notification of satisfaction of conditions precedent

(a) The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent and subsequent referred to in Clause 4.1 (Conditions precedent to delivery of a Drawdown Request),Clause 4.2 (Conditions precedent to prepositioning of funds)and Clause 4.3 (Conditions precedent to release of the Advance).

(b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification.  The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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4.5 Waiver of conditions precedent

If the Lenders, at their discretion, permit the Advance to be prepositioned or released before any of the conditions precedent referred to in Clause 4 (Conditions of Drawdown),Clause 4.2 (Conditions precedent to prepositioning of funds)or Clause 4.3 (Conditions precedent to release of the Advance)has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the Drawdown Date or Delivery Date (as applicable) or such later date as the Facility Agent, acting with the authorisation of the Lenders, may agree in writing with the Borrower.

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SECTION 3

DRAWDOWN

5 DRAWDOWN

5.1 Delivery of a Drawdown Request

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Drawdown Request not later than the Specified Time.  The Parties acknowledge that the Facility has been utilised on the Drawdown Date.

5.2 Completion of a Drawdown Request

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

(i) the proposed Drawdown Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Drawdown comply with Clause 5.3 (Currency and amount);and

(iii) the proposed Interest Period complies with Clause 9 (Interest Periods).

(b) Only one Drawdown Request may be delivered.

5.3 Currency and amount

(a) The currency specified in a Drawdown Request must be dollars.

(b) The amount of the proposed Advance must be an amount which is not more than the Total Commitments.

(c) The amount of the proposed Advance must be an amount which would not oblige the Borrower to provide additional security or prepay part of the Advance if the ratio set out in Clause 24 (Security Cover)were applied and notice was given by the Facility Agent under Clause 24.1 (Minimum required security cover)immediately after the Advance was made.

5.4 Lenders’ participation

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

(b) The amount of each Lender’s participation in the Advance will be equal to the proportion borne by its Commitment to the Total Commitments immediately before making the Advance.

(c) The Facility Agent shall notify each Lender of the amount of the Advance and the amount of its participation in the Advance by the Specified Time.

5.5 Cancellation of Commitments

The Commitments which are unutilised at the end of the Availability Period shall then be cancelled.

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5.6 Prepositioning of funds

The Facility Agent shall, on the Drawdown Date, preposition the amounts which the Facility Agent receives from the Lenders in respect of the Advance by making payment of such amounts:

(a) to such account of the Seller and with such bank (the “Prepositioning Bank”)as provided in the MOA and as specified in the Drawdown Request;

(b) in like funds as the Facility Agent received from the Lenders in respect of the Advance; and

(c) on terms that:

(i) such amounts shall be held to the order of the Facility Agent by the Prepositioning Bank as provided in the MOA until such time as the Facility Agent releases such amounts to the Seller in accordance with Clause 5.7 (Disbursement of Advance)by countersigning the Protocol of Delivery and Acceptance;

(ii) such prepositioning shall constitute the making of the Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s participation in the Advance;

(iii) the date on which the Advance is prepositioned shall constitute the Drawdown Date.

5.7 Disbursement of Advance

The Facility Agent shall, on the Delivery Date, instruct the Prepositioning Bank to release the amount of the Advance to the Seller by countersigning the Protocol of Delivery and Acceptance subject to the provisions of Clause 4.3 (Conditions precedent to release of the Advance)and Clause 4.4 (Notification of satisfaction of conditions precedent).

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6 REPAYMENT

6.1 Repayment of Loan

(a) Save as otherwise repaid or prepaid prior to the date of the Deed of Accession, Amendment and Restatement, the Borrower shall repay the Loan by:

(i) 22 equal consecutive quarterly instalments, each in an amount of $583,333.33 (each an “Instalment”),the first of which shall be repaid on 22 June 2018, each subsequent Instalment shall be repaid at three-monthly intervals thereafter and the last Instalment shall be repaid on the Maturity Date; and

(ii) a balloon instalment of $21,000,000.08 (“Balloon Instalment”)shall be repaid on the Maturity Date together with the last Instalment.

(b) each of the Instalments referred to in paragraph (a)(i) above and the Balloon Instalment shall be a “Repayment Instalment”.

6.2 Effect of cancellation and prepayment on scheduled repayments

(a) If the Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality)then the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Available Commitments so cancelled.

(b) If the whole or any part of any Available Commitment is cancelled in accordance with Clause 7.2 (Automatic cancellation)or if the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitments),the Repayment Instalments for each Repayment Date falling after that cancellation will reduce pro rata by the amount of the Commitments so cancelled.

(c) If any part of the Loan is repaid or prepaid in accordance with Clause 7.1 (Illegality)then the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

(d) If any part of the Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan)or Clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds)then the amount of the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

6.3 Maturity Date

On the Maturity Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.4 Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid or prepaid.

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7 PREPAYMENT AND CANCELLATION

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Advance or the Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b) upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall prepay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation prepaid.

7.2 Automatic cancellation

(a) The unutilised Commitment (if any) of each Lender shall be automatically cancelled at close of business on the date on which the Advance is made available.

7.3 Voluntary prepayment of Loan

(a) Subject to paragraph (b) below, the Borrower may, if it gives the Facility Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000 or a multiple of that amount).

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

7.4 Mandatory prepayment on sale, arrest or Total Loss

If the Vessel is sold, arrested or becomes a Total Loss, the Borrower shall prepay the Loan.  Such prepayment shall be made:

(a) in the case of a sale of the Vessel, on or before the date on which the sale is completed by delivery of the Vessel to the buyer; or

(b) in the case of any arrest of the Vessel, where the Vessel is not within 30 days redelivered to the full control of the Borrower, on or before the date falling 45 days after the date of the arrest of the Vessel; or

(c) in the case of any piracy or hijacking of the Vessel, where the Vessel is not within 30 days redelivered to the full control of the Borrower, on or before the date falling 150 days after the date of such piracy or hijacking; or

(d) in the case of a Total Loss (excluding, for the avoidance of doubt, any arrest and piracy or hijacking of the Vessel where the Vessel is not within 30 days redelivered to the full control of

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the Borrower in which case paragraph (b) and (c) above will apply), on the earlier of (i) the date falling 120 days after the Total Loss Date and (ii) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

7.5 Mandatory prepayment of Hedging Prepayment Proceeds

Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment into the Earnings Account in accordance with Clause 26.2 (Payment of Earnings),be applied on the last day of the next Interest Period for the Loan which ends after such payment, in prepayment of the Loan.

7.6 Restrictions

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

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and all other amounts accrued under the Finance Documents and, subject to the fee provided for in Clause 11.3 (Prepayment fee)and any Break Costs, without premium or penalty.

(c) The Borrower may not reborrow any part of the Facility which is prepaid.

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

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Facility Agent receives a notice under this Clause 7(Prepayment and Cancellation)it shall promptly forward a copy of that notice to either the Borrower or the affected Lender and/or Hedge Counterparties, as appropriate.

(g) If all or part of any Lender’s participation in the Loan is repaid or prepaid, an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

7.7 Application of prepayments

Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality))shall be applied pro rata to each Lender’s participation in that part of the Loan.

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SECTION 5

COSTS OF DRAWDOWN

8 INTEREST

8.1 Calculation of interest

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

(a) the Margin; and

(b) LIBOR.

8.2 Payment of interest

(a) The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).

(b) If an Interest Period is longer than three Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.

8.3 Fixed rate of interest

(a) The Borrower may, by giving not less than five Business Days’ notice in writing, request that a fixed rate of interest shall apply on the whole of the Loan for a period of 12 months or more by giving to the Facility Agent a notice which shall specify the period for which the fixed rate of interest shall apply and shall be given at least five Business Days before the end of the then current Interest Period.  The Facility Agent shall notify the Borrower of the fixed rate of interest to apply (which shall be determined at the level of the actual refinancing rates available to the Lenders (as certified by them) for the relevant period to which such fixed rate is to apply plus the Margin) and the Borrower shall either accept or refuse the offer promptly in writing and in any event within one Business Day.  Such offer and acceptance shall be in a form that shallconstitute a Finance Document.  Once accepted, the Borrower may not revoke its acceptance and the relevant fixed rate of interest shall apply to the Loan from the first day of the next Interest Period.  If the Borrower refuses the offer or fails to accept it within the time permitted for acceptance, the other provisions of this Clause 8 (Interest)shall continue to apply.

(b) The Borrower acknowledges and agrees that in fixing the interest rate under this Clause 8.3 (Fixed rate of interest),a Lender may enter into internal or external interest rate swaps and that any claim, expense, liability or loss arising as a result of the early termination of such internal or external rate swap shall be for the account of the Borrower.

8.4 Default interest

(a) If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a

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duration selected by the Facility Agent.  Any interest accruing under this Clause 8.4 (Default interest)shall be immediately payable by the Obligors on demand by the Facility Agent.

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

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii) the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

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

8.5 Hedging

(a) The Borrower may enter into a Hedging Agreement with a Hedge Counterparty and shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging).

(b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the amount of the Loan.

(c) Each Hedging Agreement shall:

(i) be with a Hedge Counterparty;

(ii) be for a term ending on or before the Maturity Date;

(iii) have settlement dates coinciding with the Interest Payment Dates;

(iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and

(v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.

(d) The rights of the Borrower under the Hedging Agreements shall be charged or assigned by way of security under a Hedging Agreement Security.

(e) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.

(f) Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent.

(g) Paragraph (f) (f)above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Security.

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(h) if, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan outstanding at that time, the Borrower must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan outstanding then or that will be outstanding as a result of any such repayment or prepayment.

(i) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (h) (h)above will be apportioned as between those transactions pro rata.

(j) The Borrower may voluntarily, with prior written notice to the relevant Hedge Counterparty and the Facility Agent, terminate or close out any transactions in respect of any Hedging Agreement in whole or in part at any time in accordance with the terms of the relevant Hedging Agreement.

(k) Subject to paragraph (j) above, neither a Hedge Counterparty nor the Borrower may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except:

(i) in accordance with paragraphs (h) and (i)(h) above;

(ii) on the occurrence of an Illegality or Tax Event (as each such expression is defined in the relevant Hedging Agreement);

(iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under paragraph (b) Clause 26.18 26.18(Acceleration)or, having served notice under paragraph (c) (c)of Clause 26.18 (Acceleration),makes a demand;

(iv) if the Borrower has defaulted on any payment due under the Hedging Agreement (after allowing any applicable notice or grace periods);

(v) if an Event of Default occurs under Clauses 26.7 (Insolvency), 26.8 (Insolvency proceedings) or 26.9 (Creditors’ process);

(vi) in the case of any other termination or closing out by a Hedge Counterparty or the Borrower, with the consent of the Facility Agent; or

(vii) if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full;

(l) If a Hedge Counterparty or the Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iv), (v) and (vi) of paragraph (j) (j)above, it shall promptly notify the Facility Agent of that termination or close out.

(m) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iv) of paragraph (j) (j)above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent.

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(n) A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.

(o) Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by the Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent.

(p) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

(q) The Security Agent shall not be liable for the performance of the Borrower’s obligations under a Hedging Agreement.

(r) Neither the Borrower nor any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of the Security Agent.

8.6 Notification of rates of interest

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

(b) The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.

9 INTEREST PERIODS

9.1 Selection of Interest Periods

(a) The first Interest Period for the Loan as specified in the Drawdown Request shall be three Months from the Drawdown Date.

(b) Subject to paragraph (g) below, the Borrower may select each subsequent Interest Period in respect of the Loan in a Selection Notice.

(c) Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than the Specified Time.

(d) If the Borrower fails to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (b) and (c) above, the relevant Interest Period will, subject to Clause 9.2 (Changes to Interest Periods)and paragraph (g) below, be three Months.

(e) Subject to Clause 8.3 (Fixed rate of interest)and this Clause 9 (interest Periods),the Borrower may select an Interest Period of three Months or any other period (up to a maximum of 12 Months) agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders).

(f) An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the Maturity Date.

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(g) In respect of a Repayment Instalment, the Borrower may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (e) above, select a longer Interest Period for the remaining part of the Loan.

(h) Subject to paragraph (i) below, the first Interest Period for the Loan shall start on the Drawdown Date and each subsequent Interest Period shall start on the last day of the preceding Interest Period.

(i) Except for the purposes of paragraph (g) above and Clause 9.2 (Changes to Interest Periods)below, the Loan shall have one Interest Period only at any time.

9.2 Changes to Interest Periods

(a) In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Facility Agent may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (e) of 9.1 (Selection of Interest Periods).

(b) If after the Borrower has selected and the Lenders have agreed an Interest Period longer than three Months, any Lender notifies the Facility Agent within two Business Days after the Specified Time relating to the relevant Drawdown Request or Selection Notice that it is not satisfied that deposits in dollars for a period equal to the Interest Period will be available to it in the Relevant Interbank Market when the Interest Period commences, the Facility Agent shall shorten the interest Period to three Months.

(c) If the Facility Agent makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods),it shall promptly notify the Borrower and the Lenders.

9.3 Non-Business Days

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

10 CHANGES TO THE CALCULATION OF INTEREST

10.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b) Reference Bank Rate:  If no Screen Rate is available for LIBOR for:

(i) dollars; or

(ii) the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.

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(c) Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 10.4 (Cost of funds)shall apply to the Loan or that part of the Loan for that Interest Period.

10.2 Calculation of Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

10.3 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Facility Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 10 per cent. of the Loan or the relevant part of the Loan as appropriate) (the “Relevant Lender”) that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds)shall apply to the Loan or that part of the Loan (as applicable) for the relevant interest Period.

10.4 Cost of funds

(a) If this Clause 10.4 (Cost of funds)applies, the rate of interest on each Lender’s share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

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

(b) If this Clause 10.4 (Cost of funds)applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c) Subject to Clause 42.4 (Replacement of Screen Rate),any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d) If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e) If this Clause 10.4 (Cost of funds)applies pursuant to Clause 10.3 (Market disruption)and:

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(i) a Lender’s Funding Rate is less than LIBOR; or

(ii) a Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above,

the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

10.5 Notification to Borrower

If Clause 10.4 (Cost of funds)applies the Facility Agent shall, as soon as is practicable, notify the Borrower.

10.6 Break Costs

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

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

11 FEES

11.1 Commitment fee

(a) The Borrower has paid to the Facility Agent (for the account of each Lender) a fee computed at the rate of 1.00 per cent. per annum on that Lender’s Available Commitment from time to time for the Availability Period.

(b) The accrued commitment fee was payable on the last day of each successive period of three Months which ended during the Availability Period, on the last day of the Availability Period and, if cancelled, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation was effective.

11.2 Arrangement fee

The Borrower has paid to the Arranger a non-refundable arrangement fee in the amount of $315,000 on the date of this Agreement.

11.3 Prepayment fee

(a) Subject to paragraph (c) below, the Borrower must pay to the Facility Agent for each Lender a prepayment fee on the date of prepayment of all or any part of the Loan in the case of a refinancing of all or any part of the Loan by any bank, financial institution, trust, fund or any entity other than a Lender.

(b) The amount of the prepayment fee is:

(i) if the prepayment occurs on or before the first anniversary of the Drawdown Date, three per cent. of the amount prepaid;

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(ii) if the prepayment occurs after the first but on or before the second anniversary of the Drawdown Date, two per cent. of the amount prepaid; and

(iii) if the prepayment occurs after the second but on or before the third anniversary of the Drawdown Date, one per cent. of the amount prepaid.

(c) No prepayment fee shall be payable under this Clause if the prepayment is made after the third anniversary of the Drawdown Date.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12 TAX GROSS UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

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

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

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

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

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

(c) This Clause 12 (Tax Gross Up and Indemnities)shall not apply to any Hedging Agreement.

12.2 Tax gross-up

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

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

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

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

(e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance

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Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3 Tax indemnity

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

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

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

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

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

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

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up);or

(B) relates to a FATCA Deduction required to be made by a Party.

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

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

12.4 Tax Credit

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

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

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

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12.5 Stamp taxes

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

12.6 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”)to any other Finance Party (the “Recipient”)under a Finance Document, and any Party other than the Recipient (the “Relevant Party”)is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT.  The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 12.6 (VAT)to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a

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member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

12.7 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If the Borrower is a US Tax Obligor, or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each I ender shall, within 10 Business Days of:

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(i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii) where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(A) a withholding certificate on Form W-8, Form W--9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement_; document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent).  The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification.  The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

12.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

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13 INCREASED COSTS

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions),the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii) compliance with any law or regulation made,

in each case after the date of this Agreement; or

(iii) the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b) In this Agreement:

(i) “Basel III” means:

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

(ii) “CRD IV” means:

(A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;

(B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and

(C) any other law or regulation which implements Basel III.

(iii) “Increased Costs” means:

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

(B) an additional or increased cost; or

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

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

13.2 Increased cost claims

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

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

13.3 Exceptions

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

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

(b) attributable to a FATCA Deduction required to be made by a Party;

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

(d) compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost);

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

(f) incurred by a Hedge Counterparty in its capacity as such.

14 OTHER INDEMNITIES

14.1 Currency indemnity

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

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

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

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

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

(c) This Clause 14.1 (Currency Indemnity)does not apply to any sum due to a Hedge Counterparty in its capacity as such.

14.2 Other indemnities

(a) Each Obligor shall, within two Business Days of demand, indemnify each Creditor Party against any cost, loss or liability incurred by it as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 32 (Sharing among the Finance Parties);

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

(iv) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

(b) Each Obligor shall, within two Business Days of demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities)an “indemnified Person”),against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, the Vessel unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii) in connection with any Environmental Claim.

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(d) Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities)subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

14.3 Mandatory Cost

The Borrower shall, within two Business Days of demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

(a) in the case of a Lender lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and

(b) in the case of any Lender lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions), which, in each case, is referable to that Lender’s participation in the Loan.

14.4 Indemnity to the Facility Agent

Each Obligor shall, within two Business Days of demand, indemnify the Facility Agent against:

(a) any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

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

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

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and

(b) any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.)notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

14.5 Indemnity to the Security Agent

(a) Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them:

(i)in relation to or as a result of:

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(A) any failure by the Borrower to comply with its obligations under Clause 15 (Costs and Expenses);

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

(C) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.

(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).

(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Creditor Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent)and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

15 COSTS AND EXPENSES

15.1 Transaction expenses

The Obligors shall, within two Business Days of demand, pay the Facility Agent, the Security Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any Creditor Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

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

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

15.2 Amendment costs

If:

(a) a Transaction Obligor requests an amendment, waiver or consent; or

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(b) an amendment is required pursuant to Clause 33.9 (Change of currency);or

(c) a Transaction Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,

the Obligors shall, within two Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Creditor Party in responding to, evaluating, negotiating or complying with that request or requirement.

15.3 Enforcement and preservation costs

The Obligors shall, on demand, pay to each Creditor Party the amount of all costs and expenses (including legal fees) incurred by that Creditor Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Creditor Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

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SECTION 7

GUARANTEE

16 GUARANTEE AND INDEMNITY

16.1 Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

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

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

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.  The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 16 (Guarantee and Indemnity)if the amount claimed had been recoverable on the basis of a guarantee.

16.2 Continuing guarantee

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

16.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Creditor Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 16 (Guarantee and Indemnity)will continue or be reinstated as if the discharge, release or arrangement had not occurred.

16.4 Waiver of defences

The obligations of the Guarantor under this Clause 16 (Guarantee and Indemnity)and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 16.4 (Waiver of defences),would reduce, release or prejudice any of its obligations under this Clause 16 (Guarantee and Indemnity)or in respect of any Transaction Security (without limitation and whether or not known to it or any Creditor Party) including:

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

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

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

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

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

16.5 Immediate recourse

The Guarantor waives any right it may have of first requiring any Creditor Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 16 (Guarantee and indemnity).This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

16.6 Appropriations

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

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

(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 16 (Guarantee and Indemnity).

16.7 Deferral of Guarantor’s rights

All rights which the Guarantor at any time has (whether in respect of this Guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have (whether in

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respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16 (Guarantee and Indemnity):

(a) to be indemnified by a Transaction Obligor;

(b) to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor’s obligations under the Finance Documents;

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

(d) to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 16.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Transaction Obligor; and/or

(f) to claim or prove as a creditor of any Transaction Obligor in competition with any Creditor Party.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Creditor Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Creditor Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 33 (Payment Mechanics).

16.8 Additional security

This Guarantee and any other Security given by the Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Creditor Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

16.9 Applicability of provisions of Guarantee to other Security

Clauses 16.2 (Continuing guarantee), 16.3 (Reinstatement), 16.4 (Waiver of defences), 16.5 (Immediate recourse), 16.6 (Appropriations), 16.7 (Deferral of Guarantor’s rights) and 16.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

16.10 Release of Guarantor

If a Permitted Ultimate Beneficial Ownership Change is effected (subject to the terms of paragraph (f) of Clause 26.10 (Ownership of the Obligors and the Shareholder)),the Finance Parties will release the Guarantor from its obligations under this Guarantee subject to:

(a) a person in allrespects acceptable to the Facility Agent (acting with the authorisation of all the Lenders in their sole and absolute discretion) (the “New Guarantor”)providing, in substitution

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of this Guarantee, a guarantee of all the Borrowers’ obligations under this Agreement and the other Finance Documents in such form and by no later than such date as the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) may require; and

(b) the Facility Agent receiving any other documents as it or any other Finance Party may require in connection with the New Guarantor and the release of the Guarantor (including, but not limited to, those referred to at paragraphs 1, 4 and 5 of Part A of Schedule 2) in form and substance satisfactory to the Facility Agent.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17 REPRESENTATIONS

17.1 General

Each Obligor makes the representations and warranties set out in this Clause 17 (Representations)to each Finance Party on the date of this Agreement.

17.2 Status

(a) It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b) It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.

17.3 Share capital and ownership

(a) The Borrower is authorised to issue 500 registered shares with a par value of $20 each, all of which shares have been issued fully paid.

(b) The Guarantor is authorised to issue 1,000,000,000 registered shares of common stock with a par value of $0.01 each and 500,000,000 registered preferred shares with a par value of $0.01 each, of which 99,774,604 registered shares of common stock have been issued and are outstanding as at the date of the Deed of Accession, Amendment and Restatement.

(c) The legal title to and beneficial interest in the shares in the Borrower is held free of any Security (other than Permitted Security) or any other claim by the Shareholder.

(d) The Borrower is 100 per cent. owned directly or indirectly (but, if indirectly, only through the Shareholder), by the Guarantor (unless a Permitted Ultimate Beneficial Ownership Change has been effected in accordance with, and subject to, the terms of paragraph (f) of Clause 26.10 (Ownership of the Obligors and the Shareholder)).

(e) The ultimate beneficial ownership and control of at least 50.1 per cent. of the issued and outstanding common stock of the Guarantor (and the voting rights attaching to those shares) is held, directly or indirectly, by the Ultimate Beneficial Owner.

(f) None of the shares in the Borrower is subject to any option to purchase, pre-emption rights or similar rights.

17.4 Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

17.5 Validity, effectiveness and ranking of Security

(a) Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such

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Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b) No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c) The Transaction Security granted by it to the Security Agent or any other Creditor Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking security.

(d) No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

17.6 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) the constitutional documents of any Transaction Obligor; or

(c) any agreement or instrument binding upon it or any Transaction Obligor or any Transaction Obligor’s assets or constitute a default or termination event (however described) under any such agreement or instrument.

17.7 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise

(i) its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii) in the case of the Borrower, its registration of the Vessel under the Approved Flag.

(b) No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

17.8 Validity and admissibility in evidence

All Authorisations required or desirable:

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

(b) to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect.

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17.9 Governing law and enforcement

(a) The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b) Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

17.10 Insolvency No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 25.8 (insolvency proceedings);or

(b) creditors’ process described in Clause 26.9 (Creditors’ process),has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 26.7 (Insolvency)applies to a member of the Group.

17.11 No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents.

17.12 Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

17.13 No default

(a) No Event of Default and, on the date of this Agreement, the Drawdown Date and the Delivery Date, no Default is continuing or might reasonably be expected to result from the making of the Drawdown or the release of the Advance to the Seller by the Prepositioning Bank (following the countersigning of the Protocol of Delivery and Acceptance by the Facility Agent) or the entry into, the performance of, or any transaction contemplated by, any Transaction Document,

(b) No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject.

17.14 No misleading information

(a) Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

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(b) The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c) Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

17.15 Financial Statements

(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements give a true and fair view of its financial condition as at the end of the relevant financial year and results of operations during the relevant financial year (consolidated in the case of the Guarantor).

(c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Guarantor) since 31 December 2016.

(d) Its most recent financial statements delivered pursuant to Clause 18.2 (Financial statements):

(i) have been prepared in accordance with Clause 18.4 (Requirements as to financial statements);and

(ii) give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Guarantor).

(e) Since the date of the most recent financial statements delivered pursuant to Clause 18.2 (Financial statements)there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).

17.16 Pari passu ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

17.17 No proceedings pending or threatened

(a) No material litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have been started or threatened against it or any other Transaction Obligor (in the case of an Approved Manager, in connection with the Vessel or the Borrower), other than as disclosed to the Facility Agent and the public filings of the Guarantor with the US Securities and Exchange Commission.

(b) No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor (in the case of an Approved Manager, in connection with the Vessel or the Borrower).

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17.18 Validity and completeness of the Transaction Documents

(a) Each of the Transaction Documents to which the Seller, any Charterer and each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations of the Seller, the Charterer and each Transaction Obligor.

(b) The copies of the Transaction Documents delivered to the Facility Agent before the date of this Agreement are true and complete copies.

(c) No amendments or additions to the Transaction Documents have been agreed nor has any of the Seller, any Charterer or any Transaction Obligor waived any of its respective rights under the Transaction Documents.

17.19 No rebates etc.

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower, the Seller or a third party in connection with the purchase by the Borrower of the Vessel, other than as disclosed to the Facility Agent in writing on or before the date of this Agreement.

17.20 Valuations

(a) All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

(b) It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(c) There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

17.21 No breach of laws

It has not (and no other Transaction Obligor has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

17.22 No Charter

Except asdisclosed by the Borrower to the Security Agent in writing on or before the date of this Agreement, the Vessel is not subject to any Charter other than a Permitted Charter.

17.23 Compliance with Environmental Laws

AllEnvironmental Laws relating to the ownership, operation and management of the Vessel and the business of each Transaction Obligor (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

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17.24 No Environmental Claim

No Environmental Claim has been made or threatened against any Transaction Obligor or the Vessel.

17.25 No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

17.26 ISM and ISPS Code compliance

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

17.27 Taxes paid

(a) It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.

17.28 Financial Indebtedness

(a) The Borrower has no Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

(b) The Borrower has not acquired or invested in any additional assets and/or investments other than the Vessel.

17.29 Overseas companies

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

17.30 Good title to assets

It and each other Transaction Obligor has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

17.31 Ownership

(a) The Borrower is the sole legal and beneficial owner of all rights and interests which the MOA creates in favour of the Borrower.

(b) The Borrower is the sole legal and beneficial owner of the Vessel, the Earnings and the Insurances.

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(c) With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.

(d) The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrower on creation or enforcement of the security conferred by the Security Documents.

17.32 Place of business

No Transaction Obligor has a place of business in the United Kingdom or the United States of America.

17.33 No employee or pension arrangements

No Transaction Obligor (other than an Approved Manager and the Guarantor) has any employees or any liabilities under any pension scheme.

17.34 Sanctions

(a) No Transaction Obligor:

(i) and no director or officer, or to the best of its knowledge employee, of a Transaction Obligor, is a Prohibited Person;

(ii) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; or

(iii) owns or controls a Prohibited Person.

(b) No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

17.35 US Tax Obligor

No Transaction Obligor is a US Tax Obligor.

17.36 Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Drawdown Request and the first day of each Interest Period.

18 INFORMATION UNDERTAKINGS

18.1 General

The undertakings in this Clause 18 (information Undertakings)remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, ail the Lenders), may otherwise permit.

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18.2 Financial statements

(a) Subject to paragraph (c) below, each Obligor shall supply to the Facility Agent in sufficient copies for all the Lenders:

(i) as soon as they become available, but in any event within 180 days after the end of each of its financial years (commencing with the financial year ended on 31 December 2017):

(A) the unaudited financial statements of the Borrower for that financial year; and

(B) the audited consolidated financial statements of the Guarantor for that financial year;

(ii) as soon as the same become available, but in any event within 90 days after the end of each half of each of its financial years (commencing with the financial half year ended on 31 December 2017), the unaudited financial statements of the Borrower for that financial half year; and

(iii) as soon as the same become available, but in any event within 90 days after the end of each quarter of each of its financial years (commencing with the financial quarter ended on 31 December 2017), the unaudited consolidated financial statements of the Guarantor for that financial quarter,

Provided that in the case of the unaudited financial statements to be provided by the Borrower under sub-paragraph (a)(ii) above, such unaudited financial statements shall not be required in relation to a half year ending at the financial year-end in addition to the audited financial statements to be provided under sub-paragraph (a)(i)(A) above.

(b) The financial statements required to be provided by the Obligors under paragraph (a) above shall include, or shall be supplemented by, updated details of all off balance sheets and time charter hire commitments.

(c) To the extent that the financial statements and other information required to be provided by each Obligor to the Facility Agent under paragraph (a) above are published on the internet by, or on behalf of such Obligor, such statements and information must be made immediately available to the Facility Agent and in any event within 5 Business Days of such publication.

18.3 Compliance Certificate

(a) The Guarantor shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraph (a)(i)(iii) and paragraph (a)(iii) of Clause 18.2 (Financial statements),a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 19 (Financial Covenants)as at the date as at which those financial statements were drawn up and including, without limitation, valuations (at the cost of the Borrower) in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel.

(b) Each Compliance Certificate shall be signed by an officer or any other authorised signatory of the Guarantor.

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18.4 Requirements as to financial statements

(a) Each set of financial statements delivered by an Obligor pursuant to Clause 18.2 (Financial statements)shall be certified by an officer or any other authorised signatory of the company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 18.2 (Financial statements)is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of that Obligor) deliver to the Facility Agent:

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

(ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 19 (Financial Covenants)has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

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

18.5 Information: miscellaneous

Each Obligor shall supply to the Facility Agent (in sufficient copies for all theLenders, if the Facility Agent so requests):

(a) upon the Facility Agent’s request, all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched unless, in the case of the Guarantor, it is clear that such documents dispatched by the Guarantor are not considered material in the context of any Finance Document;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, or to the best of the Obligor’s knowledge threatened or pending, against any Transaction Obligor or any member of the Group, and which might, if adversely determine, have a Material Adverse Effect;

(c) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any Transaction Obligor or any member of the Group and which might have a Material Adverse Effect;

(d) promptly, its constitutional documents where these have been amended or varied;

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(e) promptly, such further information and/or documents regarding:

(i) the Vessel, goods transported on the Vessel, the Earnings, the Insurances, the Shareholder or any other Transaction Obligor;

(ii) the Security Assets;

(iii) compliance of the Transaction Obligors with the terms of the Finance Documents; and

(iv) the financial condition, business and operations of any member of the Group,

as any Finance Party (through the Facility Agent) may reasonably request; and

(f) promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority.

18.6 Notification of Default

(a) Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Facility Agent:

(i) of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor); and

(ii) promptly upon becoming aware of the same, of any breach of any Sanctions applicable to the Vessel, any Transaction Obligor or any party to any agreement relating to the Vessel.

(b) Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by an authorised signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

18.7 Use of websites

(a) Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the “Website Lenders”)which accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the “Designated Website”)if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the relevant Obligor and the Facility Agent.

If any Lender (a “Paper Form Lender”)does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor

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shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent.

(c) An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Obligors shall comply with any such request within 10 Business Days.

18.8 “Know your customer” checks

(a) If:

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

(ii) any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor) after the date of this Agreement;; or

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

obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself

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or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing Party to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19 FINANCIAL COVENANTS

19.1 Borrower’s minimum liquidity

The Borrower shall maintain in the Earnings Account, as from the Drawdown Date and at all times thereafter during the Security Period, a credit balance in an amount of not less than $750,000 (the “Borrower’s Minimum Liquidity Amount”)which shall be pledged pursuant to the Account Security and which shall remain blocked and may not be withdrawn.

19.2 Guarantor’s financial covenants

The Guarantor shall ensure that at all times during the Security Period the following covenants shall be complied with:

(a) the Working Capital shall be greater than zero;

(b) it has Cash and Cash Equivalents of the Guarantor (on a consolidated basis) of at least $15,000,000; and

(c) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets shall be less than 50 per cent.

In this Clause 19.2 (Guarantor’s financialcovenants):

“Cash and Cash Equivalents” means, at any relevant time, the aggregate of:

(a) cash in hand or on deposit with any bank;

(b) Marketable Securities valued at their then published market value rates owned by the members of the Group at that date; and

(c) any other instrument, security or investment approved by the Majority Lenders,

(d) which are free from any Security and/or restrictions and to which any member of the Group is beneficially entitled at that time and which are readily available to the members of the Group and capable of being applied against Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to a Security if the sole purpose of such deposit and/or restriction and/or Security is the maintenance of a minimum liquidity covenant under borrowing

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arrangements of any member of the Group, as demonstrated by the then most recent Financial Statements.

“Current Assets” means, in respect of any Relevant Period, the amount of the current assets of the Guarantor and the members of the Group (on a consolidated basis) as shown in the Latest Financial Statements.

“Current Liabilities” means, in respect of any Relevant Period, the amount of the current liabilities of the Guarantor and the members of the Group (on a consolidated basis) (as shown in the Latest Financial Statements) less the current liabilities maturing after six (6) months of the relevant Testing Date, as shown in the Latest Financial Statements.

“Fleet Vessels” means all vessels (including the Vessel) from time to time directly or indirectly owned by the Guarantor (each, a “Fleet Vessel”).

“Latest Financial Statements” means the financial statements of the Guarantor which are required to be delivered pursuant to Clause 18.2 (Financial statements)relating to a period ending on a Testing Date.

“Market Value Adjusted Total Assets” means, in respect of any Relevant Period, Total Assets adjusted to reflect the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels.

“Marketable Securities” means any bonds, stocks, notes or bills payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Facility Agent.

“Net Market Value Adjusted Total Assets” means, in respect of any Relevant Period, Market Value Adjusted Total Assets less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

“Relevant Period” means each period of three months ending on 31 March, 30 June, 30 September and 31 December in each financial year of the Guarantor.

“Testing Date” means the last date of any quarterly period at the end of which the financial statements of the Guarantor that are required to be delivered pursuant to paragraph 18.2(a) of Clause 18.2 (Financial statements)are prepared.

“Total Assets” means, in respect of any Relevant Period, the aggregate book value of all current assets, fixed assets, and other assets and restricted cash of the Guarantor on a consolidated basis as shown in the Latest Financial Statements but excluding any assets held on trust.

“Total Liabilities” means, in respect of any Relevant Period, the aggregate book value of all liabilities of the Guarantor at any time on a consolidated basis as shown in the Latest Financial Statements.

“Total Net Liabilities” means, in respect of any Relevant Period, Total Liabilities less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

“Working Capital” means, in respect of any Relevant Period, Current Assets less Current Liabilities.

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19.3 Testing

The financial covenants set out in Clause 19.2 (Guarantor’s financial covenants)be calculated as per each Testing Date in accordance with GAAP and tested by reference to each of the financial statements of the Guarantor delivered pursuant to paragraphs (a) (i)(B) or (iii) of Clause 18.2 (Financial statements)and/or each Compliance Certificate delivered pursuant to Clause 18.3 (Compliance Certificate).

20 GENERAL UNDERTAKINGS

20.1 General

The undertakings in this Clause 20 (General Undertakings)remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (such permission not to be unreasonably withheld in the case of Clause 20.12 in relation to an Approved Manager).

20.2 Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of the Vessel to enable it to:

(i) perform its obligations under the Transaction Documents to which it is a party;

(ii) ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction and in the state of the Approved Flag at any time of the Vessel or any Transaction Document to which it is a party; and

(iii) own and operate the Vessel (in the case of the Borrower).

20.3 Compliance with laws

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

20.4 Environmental compliance

Each Obligor shall,and shall procure that each other Transaction Obligor will:

(a) comply with all Environmental Laws;

(b) obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

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20.5 Environmental claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, (through the Guarantor), promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

20.6 Taxation

(a) Each Obligor shall, and shall procure that each other Transaction Obligor (other than an Approved Manager) will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 18.2 (Financial statements); and

(iii) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have aMaterial Adverse Effect.

(b) No Obligor shall, and the Obligors shall procure that no other Transaction Obligor (other than an Approved Manager) will, change its residence for Tax purposes.

20.7 Overseas companies

Each Obligor shall, and shall procure that each other Transaction Obligor (other than an Approved Manager) will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

20.8 Pari passu ranking

Each Obligor shah ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

20.9 Title

(a) The Borrower shall hold the legal title to, and own the entire beneficial interest in:

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(i) the MOA;

(ii) the Vessel, the Earnings and the Insurances; and

(iii) with effect on and from its creation or intended creation, any other assets the subject of any Transaction Security created or intended to be created by the Borrower.

(b) The Guarantor shall hold the legal title to, and own the entire beneficial interest in with effect on and from its creation or intended creation, any assets the subject of any Transaction Security created or intended to be created by the Guarantor.

20.10 Negative pledge

(a) The Borrower shall not, and the Obligors shall procure that the Shareholder will not, create or permit to subsist any Security over any of its assets (which are, in the case of the Shareholder, the subject of the Security created or intended to be created by the Finance Documents).

(b) The Borrower shall not:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Permitted Security.

20.11 Disposals

Subject to Clause 23.17 (Restrictions on chartering, appointment of managers etc.),the Borrower shall not, and the Obligors shall procure that the Shareholder will not, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation the Vessel, the Earnings or the Insurances) which is, in the case of the Shareholder, the subject of the Security created or intended to be created by the Finance Documents.

20.12 Merger

No Obligor shall and the Obligors shall procure that no other Transaction Obligor will enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction (except in the case of a reorganisation of the Borrower arising in connection with a Permitted Ultimate Beneficial Ownership Change and subject to paragraph 26.10(f) of Clause 26.10 (Ownership of the Obligors and the Shareholder).

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20.13 Change of business

(a) The Guarantor shall procure that no substantial change is made to the general nature of the business of the Guarantor or the Group from that carried on at the date of this Agreement.

(b) The Borrower shall not engage in any business other than the ownership and operation of the Vessel.

20.14 Financial Indebtedness

The Borrower shall not incur or permit to be outstanding any Financial Indebtedness except (i) Permitted Financial Indebtedness and (ii) Financial Indebtedness owed to trade creditors of the Borrower in the ordinary course of its business in relation to the trading and operation of the Vessel.

20.15 Expenditure

The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing the Vessel.

20.16 Share capital

(a) The Borrower shall not:

(i) purchase, cancel or redeem any of its share capital;

(ii) increase or reduce its authorised share capital;

(iii) issue any further shares except to the Shareholder and provided such new shares are in registered form and made subject to the terms of the Shares Security immediately upon the issue of such new shares in a manner satisfactory to the Facility Agent and the terms of the Shares Security are complied with;

(iv) appoint any further director or officer of the Borrower (unlessthe provisions of the Shares Security are complied with); or

(v) convert any of its shares into bearer form.

(b) The Guarantor shall ensure that none of the shares in the Borrower or the Shareholder are converted into, or issued in, bearer form.

20.17 Dividends

No Obligor shall make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital following the occurrence of an Event of Default which is continuing or where the making or payment of such dividend or distribution would result in the occurrence of an Event of Default.

20.18 People of significant control regime

Each Obligor shall (and the Guarantor shall ensure that each other Transaction Obligor will):

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(a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United Kingdom whose shares are the subject of the Transaction Security; and

(b) promptly provide the Security Agent with a copy of that notice.

20.19 Accounts

The Borrower shall not open or maintain any account with any bank or financial institution except the Accounts.

20.20 Other transactions

The Borrower shall not:

(a) be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;

(b) give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which the Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents other than the incurrence of liabilities to trade creditors in the ordinary course of its business in relation to the trading and operation of the Vessel.

(c) enter into any material agreement other than:

(i) the Transaction Documents;

(ii) any other agreement expressly allowed under any other term of this Agreement; and

(d) enter into any transaction on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length; or

(e) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.

20.21 Unlawfulness, invalidity and ranking; Security imperilled

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a) make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;

(b) cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;

(c) cause any Transaction Document to cease to be in full force and effect;

(d) cause any Transaction Security to rank after, or lose its priority to, any other Security; and

(e) imperil or jeopardise the Transaction Security.

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20.22 Separate corporate existence

The Borrower shall maintain separate corporate existence and identity, shall keep separate records, books and accounts and shall not co-mingle its assets nor become a member of a VAT Group.

20.23 Accounting reference date

No Obligor shall change its year end accounting reference date.

20.24 Securitisation

Each Obligor shall, and the Obligors shall procure that each other Transaction Obligor (other than an Approved Manager) will, assist the Facility Agent and/or any Lender in achieving a successful securitisation (or similar transaction) in respect of the Facility and the Finance Documents and such Transaction Obligor’s reasonable costs for providing such assistance shall be met by the relevant Lender.

20.25 Constitutional documents

Without prejudice to Clause 20.16 (Share capital)and the terms of any Shares Security, no Obligor shall allow any amendment or variation to its constitutional documents unless such amendment or variation would clearly be immaterial to this Agreement and the other Finance Documents.

20.26 Further assurance

(a) Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

(i) to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of any of the Creditor Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent or confer on the Creditor Parties Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii) to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

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(iv) to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b) Each Obligor shall, and shall procure that each other Transaction Obligor will take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Creditor Parties by or pursuant to the Finance Documents.

(c) At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause 20.26 (Further assurance),that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent a certificate signed by an officer of that Obligor or that Transaction Obligor which shall:

(i) set out the text of a resolution of that Obligor’s or Transaction Obligor’s directors specifically authorising the execution of the document specified by the Security Agent; and

(ii) state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors and is valid under that Obligor’s or Transaction Obligor’s articles of incorporation, articles of association or other constitutional documents.

20.27 Charterparty Assignment

Upon the Borrower entering into an Assignable Charter, it shall enter into a Charterparty Assignment in respect of that Assignable Charter and shall procure that all relevant documents pursuant to that Charterparty Assignment in the agreed form are (and shall use its best endeavours to procure that the Charterer’s acknowledgement to that Charterparty Assignment is) delivered to the Facility Agent in a form satisfactory to it and any supporting legal opinions as may be required by it.

20.28 Subordination

Each Obligor shall ensure that any loans to the Borrower, any sums owed to any Approved Manager in connection with the Borrower and/or the Ship, any claims of the Guarantor against the Borrower and any intra-group debt are fully subordinated to the Secured Liabilities.

21 INSURANCE UNDERTAKINGS

21.1 General

The undertakings in this Clause 21 (Insurance Undertakings)remain in force on and from the Delivery Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

21.2 Maintenance of obligatory insurances

The Borrower shall keep the Vessel insured at its expense against:

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(a) hull and machinery plus freight interest and hull interest and/or increased value and any other usual marine risks (including excess risks);

(b) war risks (including the London Blocking and Trapping addendum or its equivalent);

(c) protection and indemnity risks (including liability for oil pollution for an amount of no less than $1,000,000,000 and excess war risk P&I cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover);

(d) freight, demurrage and defence; and

(e) any other risks against which the Facility Agent acting on the instructions of the Majority Lenders considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for the Borrower to insure and which are specified by the Facility Agent by notice to the Borrower.

213 Terms of obligatory insurances

The Borrower shall effect such insurances:

(a) in dollars;

(b) in the case of hull and machinery and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:

(i) 120 per cent. of the aggregate of the Loan and the Hedging Close Out Liabilities; and

(ii) the Market Value of the Vessel;

(c) in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market but such amount shall not be less than $1,000,000,000;

(d) in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel;

(e) in the case of the hull and machinery insurance, on the basis that the deductible is not higher than the Major Casualty figure;

(f) in the case where the Vessel is insured on a fleet policy, on the basis that each vessel insured on that fleet policy is deemed to be insured on an individual basis;

(g) on approved terms; and

(h) through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

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21.4 Further protections for the Finance Parties

In addition to the terms set out in Clause 21.3 (Terms of obligatory insurances),the Borrower shall procure that the obligatory insurances shall:

(a) subject always to paragraph (b), name the Borrower as the sole named insured unless the interest of every other named insured is limited:

(i) in respect of any obligatory insurances for hull and machinery and war risks;

(A) to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B) to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii) in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it; and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between the Borrower

and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b) whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but having the right to pay) premiums or other assessments in respect of such insurance (other than in the case of protection and indemnity entries);

(c) name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;

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

(e) provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(f) provide that the Security Agent may make proof of loss if the Borrower fails to do so.

21.5 Renewal of obligatory insurances

The Borrower shall:

(a) at least 10 days before the expiry of any obligatory insurance:

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(i) notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which the Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii) obtain the Facility Agents’ approval to the matters referred to in sub-paragraph (i) of paragraph (a) above;

(b) at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent’s approval pursuant to paragraph (a) above; and

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

21.6 Copies of policies; letters of undertaking

The Borrower shall ensure that the Approved Brokers provide the Security Agent with:

(a) pro forma copies of allpolicies relating to the obligatory insurances which they are to effect or renew; and

(b) a letter or letters or undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that:

(i) they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 21.4 (Further protections for the Finance Parties);

(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii) they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

(iv) they will, if they have not received notice of renewal instructions from the Borrower or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;

(v) if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi) they will not set off against any sum recoverable in respect of a claim relating to the Vessel under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of other vessels under the fleet cover to which the Vessel relates or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts in relation to other vessels under the fleet cover and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts in relation to other vessels under that fleet cover and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Security Agent; and

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(vii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent.

21.7 Copies of certificates of entry

The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provide the Security Agent with:

(a) the certificate of entry for the Vessel;

(b) a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and

(c) each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.

21.8 Deposit of original policies

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the Approved Brokers through which the insurances are effected or renewed.

21.9 Payment of premiums

The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

21.10 Guarantees

The Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

21.11 Compliance with terms of insurances

(a) The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.

(b) Without limiting paragraph (a) above, the Borrower shall:

(i) take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 21.6 (Copies of policies; letters of undertaking))ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;

(ii) not make any changes relating to the classification or classification society or manager or operator of the Vessel approved by the underwriters of the obligatory insurances without obtaining the prior consent of the insurers;

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(iii) make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

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

21.12 Alteration to terms of insurances

The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

21.13 Settlement of claims

The Borrower shall:

(a) not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b) do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

21.14 Provision of copies of communications

The Borrower shall provide the Security Agent, at the time of each such communication, with copies of ail written communications between the Borrower and:

(a) the Approved Brokers;

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

(c) the approved insurance companies and/or underwriters,

which relate directly or indirectly to:

(i) the Borrower’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii) any credit arrangements made between the Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.

21.15 Provision of information

The Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests for the purpose of:

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

(b) effecting, maintaining or renewing any such insurances as are referred to in Clause 21.16 (Mortgagee’s interest, additional perils and mortgagee’s rights insurances)or dealing with or considering any matters relating to any such insurances,

and the Borrower shall, forthwith upon demand, indemnify the Facility Agent in respect of all fees and other expenses incurred by or for the account of the Facility Agent in connection with any such report as is referred to in paragraph (a) above.

21.16 Mortgagee’s interest, additional perils and mortgagee’s rights insurances

The Security Agent shall be entitled from time to time to effect, maintain and renew:

(a) a mortgagee’s interest insurance in an amount of not less than 120 per cent. of the aggregate of the Loan and the Hedging Close Out Liabilities;

(b) a mortgagee’s interest additional perils insurance in an amount of not less than 120 per cent. of the aggregate of the Loan and the Hedging Close Out Liabilities;

(c) if applicable, a mortgagee’s rights insurance in an amount of not less than 110 per cent. of the aggregate of the Loan and the Hedging Close Out Liabilities,

and the Borrower shall upon demand fully indemnify the Finance Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

22 MOA UNDERTAKINGS

22.1 General

The undertakings in this Clause 22 (MOA Undertakings)remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

22.2 No variation, release etc. of MOA

The Borrower shall not, whether by a document, by conduct, by acquiescence or in any other way:

(a) vary materially the MOA (and a material amendment, for the avoidance of doubt, includes any amendment in respect of the Purchase Price, the Delivery Date, the type of the Vessel, deficiencies in the performance of the Vessel or damages); or

(b) release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which the Borrower has at anytime to, in or in connection with the MOA or in relation to any matter arising out of or in connection with the MOA.

22.3 Provision of information relating to MOA

Without prejudice to Clause 18.5 (Information: miscellaneous)the Borrower shall:

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(a) immediately inform the Facility Agent if any breach of the MOA occurs or a serious risk of such a breach arises and of any other event or matter affecting the MOA; and

(b) upon the reasonable request of the Facility Agent, keep the Facility Agent informed as to any notice of readiness of delivery of the Vessel.

22.4 No assignment etc. of MOA

The Borrower shall not assign, novate, transfer or dispose of any of its rights or obligations under the MOA.

23 POST-DELIVERY VESSEL UNDERTAKINGS

23.1 General

The undertakings in this Clause 23 (Post-Delivery Vessel Undertakings)remain in force on and from the Delivery Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

23.2 Vessel’s names and registration

The Borrower shall:

(a) keep the Vessel registered in its name under the Approved Flag from time to time at its port of registration;

(b) not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled; and

(c) not change the name of the Vessel.

23.3 Repair and classification

The Borrower shall keep the Vessel in a good and safe condition and state of repair:

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

(b) so as to maintain the Approved Classification free of overdue recommendations and conditions.

23.4 Modifications

The Borrower shall not make any modification or repairs to, or replacement of, the Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Vessel or materially reduce its value.

23.5 Removal and installation of parts

(a) Subject to paragraph (b) below, the Borrower shall not remove any material part of the Vessel, or any item of equipment installed on the Vessel unless:

(i) the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;

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(ii) the replacement part or item is free from any Security in favour of any person other than the Security Agent; and

(iii) the replacement part or item becomes, on installation on the Vessel, the property of the Borrower and subject to the security constituted by the Mortgage and the Deed of Covenant.

(b) The Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel.

23.6 Surveys

The Borrower shall submit the Vessel regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.

23.7 Inspection

(a) The Borrower shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Vessel at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

(b) The cost of all inspections under this Clause 23.7 (Inspection)shall be for the account of the Borrower Provided that if no Event of Default has occurred and the Vessel is found to be in a condition satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) in all respects, the Borrower shall not have to pay for more than one inspection in each calendar year.

23.8 Prevention of and release from arrest

(a) The Borrower shall promptly discharge:

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel, the Earnings or the Insurances;

(ii) all Taxes, dues and other amounts charged in respect of the Vessel, the Earnings or the Insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel, the Earnings or the Insurances.

(b) The Borrower shall immediately upon receiving notice of the arrest of the Vessel or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

23.9 Compliance with laws etc.

TheBorrower shall:

(a) comply, or procure compliance with all laws or regulations:

(i) relating to its business generally; and

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(ii) relating to the Vessel, its ownership, employment, operation, management and registration,

including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;

(b) obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals;

(c) without limiting paragraph (a) above, not employ the Vessel nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions; and

(d) not appoint any manager or agent to manage the Vessel unless such party undertakes to procure that any agreement entered into relating to the management, employment or operation of the Vessel contains a clause in which the counterparty undertakes to comply with all Sanctions.

23.10 ISPS Code

Without limiting paragraph (a) of Clause 23.9 (Compliance with laws etc.),the Borrower shall:

(a) procure that the Vessel and the company responsible for the Vessel’s compliance with the ISPS Code comply with the ISPS Code; and

(b) maintain an ISSC and an IAPPC for the Vessel; and

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

23.11 Green scrapping

(a) The Borrower shall use reasonable endeavours (including the implementation of internal policies) to ensure that any scrapping of the Vessel is carried out in accordance with the IMO Convention for the Safe and Environmentally Sound Recycling of Ships.

(b) The Borrower shall use reasonable endeavours to obtain (in its first survey) and to maintain (in subsequent surveys) a green passport notification (based on the inventory of hazardous materials) for the Vessel from the Approved Classification Society.

23.12 Sanctions and Vessel trading

Without limiting Clause 23.9 (Compliance with laws etc.),the Borrower shall procure:

(a) that the Vessel shall not be used by or for the benefit of a Prohibited Person;

(b) that the Vessel shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Transaction Obligor); and

(c) that the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.

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23.13 Trading in war zones

In the event of hostilities in any part of the world (whether war is declared or not), the Borrower shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any government or by the Vessel’s war risks insurers unless:

(a) the prior written consent of the Security Agent acting on the instructions of the Majority Lenders has been given; and

(b) the Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Agent acting on the instructions of the Majority Lenders may require.

23.14 Monitoring

(a) The Borrower shall (or shall procure that any Charterer and the Approved Technical Manager shall) allow the Security Agent (or its agents), at any time and from time to time, to access all information pertaining to the Vessel (including the movement of the Vessel) using any and all available means.

(b) All costs incurred by the Security Agent (and any of its agents) under paragraph (a) of Clause 23.14 (Monitoring)above shall be for the account of the Lenders.

23.15 Provision of information

Without prejudice to Clause 18.5 (Information: miscellaneous)the Borrower shall promptly provide the Facility Agent with any information which it requests regarding:

(a) the Vessel, its employment, position and engagements;

(b) the Earnings and payments and amounts due to its master and crew;

(c) any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Vessel and any payments made by it in respect of the Vessel;

(d) any towages and salvages; and

(e) its compliance, the Approved Manager’s compliance and the compliance of the Vessel with the ISM Code and the ISPS Code,

and, upon the Facility Agent’s request, the Borrower shall promptly provide copies of class records, any inspection reports obtained for the Vessel, any current Charter relating to the Vessel, any current guarantee of any such Charter, the Vessel’s Safety Management Certificate and any relevant Document of Compliance.

23.16 Notification of certain events

The Borrower shall immediately notify the Facility Agent in writing, of:

(a) any casualty to the Vessel which is or is likely to be or to become a Major Casualty;

(b) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requisition of the Vessel for hire;

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(d) any requirement or recommendation made in relation to the Vessel by any insurer or classification society or by any competent authority which is not immediately complied with;

(e) any arrest or detention of the Vessel, any exercise or purported exercise of any lien on the Vessel or the Earnings;

(f) any intended dry docking of the Vessel;

(g) any Environmental Claim made against the Borrower or in connection with the Vessel, or any Environmental Incident;

(h) any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an Approved Manager or otherwise in connection with the Vessel; or

(i) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

and the Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to the Borrower’s, any such Approved Manager’s or any other person’s response to any of those events or matters.

23.17 Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a) let the Vessel on demise charter for any period;

(b) enter into any time, voyage or consecutive voyage charter in respect of the Vessel other than a Permitted Charter;

(c) change, cancel or terminate any Assignable Charter or any Charter Guarantee in respect of such Assignable Charter;

(d) change, cancel or terminate a Management Agreement;

(e) appoint a manager of the Vessel other than an Approved Manager or agree to any alteration to the terms of an Approved Manager’s appointment;

(f) de activate or lay up the Vessel; or

(g) put the Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on the Vessel or the Earnings for the cost of such work or for any other reason.

23.18 Notice of Mortgage

The Borrower shall keep the Mortgage registered against the Vessel as a valid first priority mortgage, carry on board the Vessel a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the master’s cabin of the Vessel a framed printed notice stating that the Vessel is mortgaged by the Borrower to the Security Agent.

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23.19 Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings.

23.20 Nuclear materials

The Borrower shall not permit the Vessel to carry any nuclear material or any nuclear waste.

23.21 Notification of compliance

The Borrower shall promptly provide the Facility Agent, upon the Facility Agent’s request, from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 23 (Post-Delivery Vessel Undertakings).

24 SECURITY COVER

24.1 Minimum required security cover

Clause 24.2 (Provision of additional security; prepayment)applies if the Facility Agent notifies the Borrower that:

(a) the Market Value of the Vessel; plus

(b) the net realisable value of additional Security previously provided under this Clause 24.1 (Minimum required security cover),

is below 125 per cent. of the aggregate of the Loan and the Hedging Close Out Liabilities.

24.2 Provision of additional security; prepayment

(a) If the Facility Agent serves a notice on the Borrower under Clause 24.1 (Minimum required security cover),the Borrower shall, on or before the date falling one Month after the date on which the Facility Agent’s notice is served (the “Prepayment Date”),prepay such part of the Loan as shall eliminate the shortfall.

(b) The Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that the Guarantor or a third party has provided, additional security (in the form of cash or otherwise) which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:

(i) has a net realisable value at least equal to the shortfall; and

(ii) is documented in such terms as the Facility Agent may approve or require,

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

24.3 Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 24.2 (Provision of additional security; prepayment)and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

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24.4 Valuations binding

Any valuation under this Clause 24 (Security Cover)shall be binding and conclusive as regards the Borrower.

24.5 Provision of information

(a) The Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 24 (Security Cover)with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation.

(b) If the Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent.

24.6 Prepayment mechanism

Any prepayment pursuant to Clause 24.2 (Provision of additional security; prepayment)shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation)and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan).

24.7 Provision of valuations

(a) The Facility Agent shall be entitled to test the security requirements under Clause 24.1 (Minimum required security cover)by reference to valuations in respect of the Vessel from the required number of Approved Valuers semi-annually and on dates to be selected by the Facility Agent.

(b) The Facility Agent shall at the request of the Lenders additionally be entitled to test the security cover requirement under Clause 24.1 (Minimum required security cover)by reference to a valuation in respect of the Vessel from the required number of Approved Valuers at any time and each such valuation shall be at the expense of the Lenders except where the Borrower is by means of such valuation(s) shown to be in breach of Clause 24.1 (Minimum required security cover).

(c) Subject to paragraph (d) below, the Market Value of the Vessel shall be determined by reference to one valuation of the Vessel as given by an Approved Valuer selected and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent.

(d) If requested by the Borrower in relation to paragraph (c) above, a second Approved Valuer shall be selected by the Borrower and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent_; and the Market Value of the Vessel shall be the arithmetic average of the two valuations.

(e) If one such valuation in respect of the Vessel obtained pursuant to paragraphs (c) and (d) above differs by at least 10 per cent. from the other valuation, then a third valuation for the Vessel shall be obtained from an Approved Valuer selected by the Borrower and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent, and the Market Value of the Vessel shall be the arithmetic average of all three such valuations.

(f) The Facility Agent may at any time after a Default has occurred and is continuing obtain valuations of the Vessel and any other vessel over which additional security has been created

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in accordance with Clause 24.2 (Provision of additional security; prepayment)from Approved Valuers to enable the Facility Agent to determine the Market Values of the Vessel and any other vessel.

(g) The valuations referred to in paragraph (a), (b), (c), (d), (e) and (f) above and the valuations required to determine the Market Value of the Fleet Vessels at all required times pursuant to Clause 19.2 (Guarantor’s financial covenants),shall be obtained at the cost and expense of the Borrower (except where specified in paragraph (b) above) and the Borrower shall within three Business Days of demand by the Facility Agent pay to the Facility Agent all costs and expenses incurred by it in obtaining any such valuations.

25 ACCOUNTS, APPLICATION OF EARNINGS AND HEDGE RECEIPTS

25.1 Account bank

Subject to Clause 25.7 (Location of Accounts),each Account must be held with the Account Bank.

25.2 Accounts

(a) The Borrower must operate each Account in accordance with this Clause 25 (Accounts, Application of Earnings and Hedge Receipts)and the provisions of the Account Security.

(b) Account Security must be provided in respect of any Account opened after the date of this Agreement.

25.3 Payment of Earnings

The Borrower shall ensure that:

(a) subject only to the provisions of the General Assignment, all the Earnings are paid in to the Earnings Account; and

(b) all Hedge Receipts are paid in to the Earnings Account.

25.4 Application of Earnings

The Borrower shall transfer from the Earnings Account to the Facility Agent:

(a) on each Repayment Date, the amount of the Repayment Instalment then due on the Repayment Date; and

(b) on the last day of each Interest Period, the amount of interest then due on that date; and

(c) on any day on which an amount is otherwise due from the Borrower under a Finance Document, an amount necessary to meet that due amount,

and the Borrower irrevocably authorizes and instructs:

(i) the Account Bank to make those transfers in accordance with the instructions of the Facility Agent (copied to the Security Agent, who, as security taker under the Accounts Security, agrees for itself and on behalf of the other pledgees that such transfers may be made);

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(ii) the Facility Agent to apply the transferred amounts in payment of the relevant Repayment Instalment, interest amount or other amount due.

25.5 Shortfall in Earnings

(a) If the credit balance on the Earnings Account is insufficient for the required amount to be transferred under Clause 25.4 (Application of Earnings),the Borrower shall make up the amount of the insufficiency.

(b) The Borrower may not make up all or any part of the insufficiency by utilising the Borrower’s Minimum Liquidity Amount in the Earning Account.

25.6 Application of funds

Until an Event of Default occurs, the Facility Agent shall on each Repayment Date and on each Interest Payment Date distribute to the Finance Parties in accordance with Clause 33.2 (Distributions by the Facility Agent)so much of the then balance on the Earnings Account as equals:

(a) the Repayment Instalment due on that Repayment Date; and

(b) the amount of interest payable on that Interest Payment Date,

in discharge of the Borrower’s liability for that Repayment Instalment or that interest.

25.7 Location of Accounts

The Borrower shall promptly:

(a) comply with any requirement of the Facility Agent as to the location or relocation of the Accounts (or any of them); and

(b) execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) each Account.

25.8 Miscellaneous Accounts provisions

(a) No Finance Party is responsible or liable to any Transaction Obligor for:

(b) any non-payment of any liability of a Transaction Obligor which could be paid out of moneys standing to the credit of the Earnings Account; or

(c) any withdrawal wrongly made, if made in good faith.

25.9 Withdrawals from Earnings Account

Subject to Clause 19.1 (Borrower’s minimum liquidity)and Clause 25.4 (Application of Earnings),and Clause 25.5 (Shortfall in Earnings),the Borrower shall be entitled to withdraw any balance standing to the credit of the Earnings Account for the purpose of complying with its obligations under this Agreement and the other Finance Documents and to cover the operating expenses (including any general and administrative expenses) of the Vessel Provided that:

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(a) the Borrower is in compliance with Clause 19.1 (Borrower’s minimum liquidity),Clause 25.4 (Application of Earnings)and Clause 25.5 (Shortfall in Earnings)at the relevant time; and

(b) no Event of Default has occurred and is continuing or would result from such withdrawal.

26 EVENTS OF DEFAULT

26.1 General

Each of the events or circumstances set out in this Clause 26 (Events of Default)is an Event of Default except for Clause 26.18 (Acceleration)and Clause 26.19 (Enforcement of security).

26.2 Non-payment

A Transaction Obligor (other than an Approved Manager) does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three Business Days of its due date.

26.3 Specific obligations

A breach occurs of Clause 4.5 (Waiver of conditions precedent), Clause 19 (Financial Covenants), Clause 20.9 (Title), Clause 20.10 (Negative pledge), Clause 20.21 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 21.2 (Maintenance of obligatory insurances), Clause 21.3 (Terms of obligatory insurances), Clause 21.5 (Renewal of obligatory insurances), Clause 23.9 (Compliance with laws etc.) in relation to Sanctions or Clause 24 (Security Cover).

26.4 Other obligations

(a) A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.2 (Non-payment)and Clause 26.3 (Specific obligations)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the Facility Agent giving notice to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

26.5 Misrepresentation

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

26.6 Cross default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

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(b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d) Any creditor of any member of the Group becomes entitled to declare any Financial indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 26.6 (Cross default)in respect of the Group taken as a whole (other than the Borrower) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above in respect of the Group taken as a whole (other than the Borrower) is less than $10,000,000 (or its equivalent in any other currency).

26.7 Insolvency

(a) A Transaction Obligor (other than an Approved Manager):

(i) is unable or admits inability to pay its debts as they fall due;

(ii) is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii) suspends or threatens to suspend making payments on any of its debts; or

(iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any Transaction Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of any Transaction Obligor.  If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

26.8 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor (other than an Approved Manager);

(ii) a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor (other than an Approved Manager);

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(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor (other than an Approved Manager) or any of its assets; or

(iv) enforcement of any Security over any assets of any Transaction Obligor (other than an Approved Manager),

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

26.9 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (which is not an Approved Manager) (other than an arrest or detention of the Vessel in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss)shall apply) having in the case of the Guarantor an aggregate value in excess of $500,000 (or its equivalent in any other currency), and is not discharged within 14 days.

26.10 Ownership of the Obligors and the Shareholder

(a) The Borrower or the Shareholder is not or ceases to be a 100 per cent. directly or indirectly owned Subsidiary of the Guarantor.

(b) The Ultimate Beneficial Owner ceases to be the direct or indirect beneficial owner of at least 50.1 per cent. of the issued and outstanding common stock (and the ultimate voting rights attaching to such stock) of the Guarantor or ceases to control directly or indirectly the Guarantor.

(c) For the purpose of paragraph (b) above “control” means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i) cast, or control the casting of, more than 50.1 per cent. of the maximum number of votes that might be cast at a general meeting of the Guarantor; or

(ii) appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; or

(iii) give directions with respect to the operating and financial policies of the Guarantor with which the directors or other equivalent officers of the Guarantor are obliged to comply.

(d) The Ultimate Beneficial Owner ceases to be the chairman of the board of directors and/or the chief executive officer of the Guarantor.

(e) Without the prior written consent of all the Lenders, the shares of the Guarantor cease to be listed on the Nasdaq Stock Market or another stock exchange acceptable to the Facility Agent (acting on the instructions of all the Lenders).

(f) No Event of Default under paragraph (a) above will occur if, in connection with a Permitted Ultimate Beneficial Ownership Change, the Ultimate Beneficial Owner becomes the ultimate,

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direct or indirect, legal and beneficial holder of 100 per cent. of the issued share capital of the Borrower, subject to:

(i) the Ultimate Beneficial Owner giving at least 30 days’ prior written notice to the Facility Agent of its intention to make a Permitted Ultimate Beneficial Ownership Change, including full details of the entity wholly beneficially owned by the Ultimate Beneficial Owner which would become the new legal and direct owner of all the issued share capital of the Borrower in place of the Shareholder pursuant to the Permitted Ultimate Beneficial Ownership Change (the “New Shareholder”);

(ii) the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) giving its written consent to such Permitted Ultimate Beneficial Ownership Change and approving the New Shareholder;

(iii) the Ultimate Beneficial Owner becoming the ultimate beneficial owner, and the New Shareholder becoming the legal and direct owner, of all of the issued share capital of the Borrower simultaneously;

(iv) the New Shareholder providing Security over the share capital of the Borrower in favour of the Security Agent in form and substance in all respects satisfactory to the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) on the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(v) the Transaction Obligors executing and delivering to the Facility Agent by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected, an agreement or deed in form and substance in all respects satisfactory to the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) amending, supplementing and/or restating this Agreement and the other Finance Documents for the purpose of implementing any amendments which the Finance Parties may deed necessary in connection with the Permitted Ultimate Beneficial Ownership Change and paragraph (f) of this Clause 26.10 (Ownership of the Obligors and the Shareholder).

26.11 Unlawfulness, invalidity and ranking

(a) It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b) Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.

(c) Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.

(d) Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

26.12 Security imperilled; flag instability

(a) Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

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(b) The state of the Approved Flag of the Vessel is or becomes involved in hostilities or civil war or there is a seizure of power in such state by unconstitutional means, or any other event occurs in relation to the Vessel, the Mortgage or the Approved Flag and in the reasonable opinion of the Facility Agent such event is likely to have a Material Adverse Effect unless the Borrower, within 30 days of the occurrence of such event (or such longer period as may be agreed by the Facility Agent acting with the authorisation of the Lenders) re-registers the Vessel on an alternative flag approved pursuant to Clause 23.2 (Vessel’s names and registration)and subject to:

(i) the Vessel remaining subject to Security created by a first priority or preferred ship mortgage on the Vessel and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority security) on substantially the same terms as the Mortgage and if applicable, a Deed of Covenant and on such other terms and in such other form as the Facility Agent, acting with the authorisation of the Lenders, shall reasonably approve or require; and

(ii) the execution of such other documentation amending and supplementing the Finance Documents, as the Facility Agent, acting with the authorisation of the Lenders, shall reasonably approve or require.

26.13 Cessation of business

Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

26.14 Expropriation

The authority or ability of any Transaction Obligor (other than an Approved Manager) to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor (other than an Approved Manager) or any of its assets (and the aggregate value of any such action in relation to the Guarantor being in excess of $1,000,000 (or its equivalent in any other currency)) other than:

(a) an arrest or detention of the Vessel (in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss)shall apply);

(b) any Requisition; or

(c) an expropriation of the Vessel which is reversed within 30 days of its initial occurrence with the Borrower having full and unrestricted control over, and possession of, the Vessel.

26.15 Repudiation and rescission of agreements

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

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26.16 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened, or any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any Transaction Obligor (other than an Approved Manager) or any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

26.17 Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

26.18 Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments, whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loan_; together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or

(c) declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders,

and the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security Agent may take any action referred to in Clause 26.19 (Enforcement of security)if no such notice is served or simultaneously with or at any time after the service of any of such notice.

26.19 Enforcement of security

On and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 26.18 (Acceleration),the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

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SECTION 9

CHANGES TO PARTIES

27 CHANGES TO THE LENDERS

27.1 Assignments and transfers by the Lenders

Subject to this Clause 27 (Changes to the Lenders),a Lender (the “Existing Lender”)may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

27.2 Conditions of assignment or transfer

(a) The prior written consent of an Obligor is required for an assignment or transfer by an Existing Lender unless the assignment or transfer is:

(i) to another Lender or an Affiliate of a Lender;

(ii) if the Existing Lender is a fund, to a fund which is a Related Fund; or

(iii) made after the occurrence of an Event of Default,

in each of which cases no Obligor’s consent will be required.

The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be unreasonably withheld or delayed.  An Obligor shall be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by that Obligor within that time.

The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost).

(b) The consent of the Facility Agent is required for an assignment or transfer by an Existing Lender, such consent not to be unreasonably withheld.

(c) An assignment will only be effective on:

(i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Creditor Parties as it would have been under if it were an Original Lender; and

(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

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(d) A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer)is complied with.

(e) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and indemnities)or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs)

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.  This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that:

(i) the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender; and

(ii) it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

27.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $10,000.

27.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii) the financial condition of any Transaction Obligor;

(iii) the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or

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(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties and the Creditor Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27 (Changes to the Lenders);or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.

27.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer),a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.  Upon execution by the Facility Agent, the Security Agent shall also execute the Transfer Certificate.

(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) Subject to Clause 27.9 (Pro rata interest settlement),on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

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(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;

(iii) the Facility Agent, the Security Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arranger and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

27.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer)an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.  Upon execution by the Facility Agent, the Security Agent shall also execute the Assignment Agreement.

(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) Subject to Clause 27.9 (Pro rata interest settlement),on the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released from the obligations (the “Relevant Obligations”)expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 27.6 (Procedure for assignment)to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 27.5 (Procedure for transfer),to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 27.2 (Conditions of assignment or transfer).

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27.7 Copy of Transfer Certificate or Assignment Agreement to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

27.8 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 27 (Changes to the Lenders),each Lender may, with the prior written consent of an Obligor (such consent not to be unreasonably withheld or delayed), at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

An Obligor shall be deemed to have given its consent to the creation of any charge, assignment or other Security referred to in this Clause 27.8 (Security over Lenders’ rights)five Business Days after a Lender has requested it unless consent is expressly refused by that Obligor within that time.

27.9 Pro rata interest settlement

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 27.5 (Procedure for transfer)or any assignment pursuant to Clause 27.6 (Procedure for assignment)the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”)and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(b) The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

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(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 27.9 (Pro rata interest settlement),have been payable to it on that date, but after deduction of the Accrued Amounts.

(c) In this Clause 27.9 (Pro rata interest settlement)references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

28 CHANGES TO THE TRANSACTION OBLIGORS

28.1 Assignment or transfer by Transaction Obligors

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

28.2 Release of security

(a) If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

(i) the disposal is permitted by the terms of any Finance Document;

(ii) all the Lenders agree to the disposal;

(iii) the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

(iv) the disposal is being effected by enforcement of a Security Document,

the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document.  However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

(b) If the Security Agent is satisfied that a release is allowed under this Clause 28.2 (Release of security)(at the request and expense of the Borrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release.  Each other Finance Party irrevocably authorises the Security Agent to enter into any such document.  Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

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SECTION 10

THE FINANCE PARTIES

29 THE FACILITY AGENT, THE ARRANGER AND THE REFERENCE BANKS

29.1 Appointment of the Facility Agent

(a) Each of the Arranger, the Lenders and the Hedge Counterparties appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arranger, the Lenders and the Hedge Counterparties authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

29.2 Instructions

(a) The Facility Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b) The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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

(i) where a contrary indication appears in a Finance Document;

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(ii) where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the Facility Agent’s own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e) if giving effect to instructions given by the Majority Lenders would in the Facility Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers),the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

(g) The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h) Without prejudice to the remainder of this Clause 29.2 (Instructions),in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties.  The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

29.3 Duties of the Facility Agent

(a) The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(c) Without prejudice to Clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower),paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(e) If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

29.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

29.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Facility Agent nor the Arranger shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

29.6 Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 33.5 (Application of receipts; partial payments).

29.7 Business with the Group

The Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

29.8 Rights and discretions

(a) The Facility Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

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(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.2 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c) The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error orsuch loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct.

(g) Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do anything if it would or might, in

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its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

29.9 Responsibility for documentation

Neither the Facility Agent nor the Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c) any determination as to whether any information provided or to be provided to any Finance Party or Creditor Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

29.10 No duty to monitor

The Facility Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c) whether any other event specified in any Transaction Document has occurred.

29.11 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 33.11 (Disruption to Payment Systems etc.)or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other

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agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights)and the provisions of theThird Parties Act.

(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:

(i) any “know your customer” or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference

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to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss.  In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

29.12 Lenders’ indemnity to the Facility Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.)notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

29.13 Resignation of the Facility Agent

(a) The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively, the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent.

(c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.

(d) If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 29 (The Facility Agent, the Arranger and the Reference Banks)and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent’s normal fee rates and those amendments will bind the Parties.

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(e) The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.  The Borrower shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent)and this Clause 29 (The Facility Agent, the Arranger and the Reference Banks)and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent.  Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above, In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Borrower.

(i) The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent.

(j) The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i) the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information)and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information)indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, that Lender, by notice to the Facility Agent, requires it to resign.

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29.14 Confidentiality

(a) In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

29.15 Relationship with the other Finance Parties

(a) Subject to Clause 27.9 (Pro rata interest settlement),the Facility Agent may treat the person shown in its records as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Hedge Counterparty:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement.

(b) Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent.  Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent.

(c) Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.  Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 36.5 (Electronic communication)electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 36.2 (Addresses)and sub-paragraph (ii) of paragraph (a) of Clause 36.5 (Electronic communication)and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

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29.16 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property; the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

29.17 Facility Agent’s management time

Any amount payable to theFacility Agent under Clause 14.4 (Indemnity to the Facility Agent),Clause 15 (Costs and Expenses)and Clause 29.12 (Lenders’ indemnity to the Facility Agent)shall include the cost of utilising the Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).

29.18 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

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29.19 Reliance and engagement letters

Each Creditor Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

29.20 Full freedom to enter into transactions

Without prejudice to Clause 29.7 (Business with the Group)or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

(a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b) to deal in and enter into and arrange transactions relating to:

(i) any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii) any options or other derivatives in connection with such securities; and

(c) to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

29.21 Role of Reference Banks

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Facility Agent.

(b) No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against

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that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 29.21 (Role of Reference Banks)subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

29.22 Third Party Reference Banks

A Reference Bank which is not a Party may rely on Clause 29.21 (Role of Reference Banks),Clause 42.3 (Other exceptions)and Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations)subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

30 THE SECURITY AGENT

30.1 Trust

(a) The Security Agent declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 30 (The Security Agent)and the other provisions of the Finance Documents.

(b) Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2 Parallel Debt (Covenant to pay the Security Agent)

(a) Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b) The Parallel Debt of an Obligor:

(i) shall become due and payable at the same time as its Corresponding Debt;

(ii) is independent and separate from, and without prejudice to, its Corresponding Debt.

(c) For the purposes of this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent),the Security Agent:

(i) is the independent and separate creditor of each Parallel Debt;

(ii) acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d) The Parallel Debt of an Obligor shall be:

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(i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; an

(ii) increased to the extent that its Corresponding Debt has increased,

and the Corresponding Debt of an Obligor shall be:

(A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

(B) increased to the extent that its Parallel Debt has increased,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

(e) All amounts received or recovered by the Security Agent in connection with this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))to the extent permitted by applicable law, shall be applied in accordance with Clause 33.5 (Application of receipts; partial payments).

(f) This Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))shall apply, with any necessary modifications, to each Finance Document.

30.3 Enforcement through Security Agent only

The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

30.4 Instructions

(a) The Security Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by:

(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion

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and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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

(i) where a contrary indication appears in a Finance Document;

(ii) where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the relevant Creditor Parties.

(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:

(A) Clause 30.28 (Application of receipts upon enforcement);

(B) Clause 30.29 (Permitted Deductions); and

(C) Clause 30.30 (Prospective liabilities).

(e) If giving effect to instructions given by the Majority Lenders would in the Security Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers),the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f) In exercising any discretion exercise a right, power or authority under the Finance Documents where either:

(i) it has not received any instructions as to the exercise of that discretion; or

(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,

the Security Agent shall do so having regard to the interests of all the Creditor Parties.

(g) The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h) Without prejudice to the remainder of this Clause 30.4 (Instructions),in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the

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exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

30.5 Duties of the Security Agent

(a) The Security Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.

(c) Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to anotherParty.

(d) If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e) The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.6 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.

(b) The Security Agent shall not be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account.

30.7 Business with the Group

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

30.8 Rights and discretions

(a) The Security Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

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(A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party.

(c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Creditor Parties) that:

(i) no Default has occurred;

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(d) The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(g) The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

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(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct.

(h) Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.

(i) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j) Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.9 Responsibility for documentation

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c) any determination as to whether any information provided or to be provided to any Creditor Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

30.10 No duty to monitor

The Security Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c) whether any other event specified in any Transaction Document has occurred.

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30.11 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Art.

(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Security Agent to carry out:

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(i) any “know your customer” or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate, any liability of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss.  In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

30.12 Lenders’ indemnity to the Security Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

30.13 Resignation of the Security Agent

(a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively, the Security Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.

(c) If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.

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(d) The retiring Security Agent shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.  The Borrower shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(e) The Security Agent’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

(f) Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 30.25 (Winding up of trust)and paragraph (d) above) but shall remain entitled to the benefit of Clause 14.5 (Indemnity to the Security Agent)and this Clause 30 (The Security Agent)and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent.  Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.

(h) The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

30.14 Confidentiality

(a) in acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

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30.15 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d) the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

30.16 Security Agent’s management time

(a) Any amount payable to the Security Agent under Clause 14.5 (Indemnity to the Security Agent),Clause 15 (Costs and Expenses)and Clause 30.12 (Lenders’ indemnity to the Security Agent)shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees).

(b) Without prejudice to paragraph (a) above, in the event of:

(i) a Default;

(ii) the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

(iii) the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,

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the Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below.

(c) If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.

30.17 Reliance and engagement letters

Each Creditor Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

30.18 No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a) require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction obligor to any of the Security Assets;

(b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(c) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;

(d) take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or

(e) require any further assurance in relation to any Security Document.

30.19 Insurance by Security Agent

(a) The Security Agent shall not be obliged:

(i) to insure any of the Security Assets;

(ii) to require any other person to maintain any insurance; or

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(iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b) Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.

30.20 Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

30.21 Delegation by the Security Agent

(a) Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b) That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Creditor Parties.

(c) No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.

30.22 Additional Security Agents

(a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i) if it considers that appointment to be in the interests of the Creditor Parties; or

(ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

(iii) for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.

(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance

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Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

30.23 Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

30.24 Releases

Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other cia.im over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

30.25 Winding up of trust

If the Security Agent, with the approval of the Facility Agent determines that:

(a) all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and

(b) no Creditor Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents,

then

(i) the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and

(ii) any Security Agent which has resigned pursuant to Clause 30,13 (Resignation of the Security Agent)shall release, without recourse or warranty, all of its rights under each Security Document.

30.26 Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

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30.27 Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents.  Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

30.28 Application of receipts upon enforcement

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 30 (The Security Agent),the “Recoveries”)shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 30 (The Security Agent)),in the following order of priority:

(a) in discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))or any Receiver or Delegate;

(b) in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause 33.5 (Application of receipts; partial payments);

(c) if none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and

(d) the balance, if any, in payment or distribution to the relevant Transaction Obligor.

30.29 Permitted Deductions

(a) The Security Agent may, in its discretion:

(i) set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and

(ii) pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

(b) For the purposes of sub-paragraph (i) of paragraph (a) above, if the Security Agent has become entitled to require a sum to be paid to it on demand, that sum shall be treated as due and payable, even if no demand has yet been served.

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30.30 Prospective liabilities

Following acceleration, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 33.5 (Application of receipts; partial payments)in respect of:

(a) any sum to the Security Agent, any Receiver or any Delegate; and

(b) any part of the Secured Liabilities, that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

30.31 Investment of proceeds

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 33.5 (Application of receipts; partial payments)the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent’s discretion in accordance with the provisions of this Clause 30.31 (investment of proceeds).

30.32 Currency conversion

(a) For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.

(b) The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

30.33 Good discharge

(a) Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

(b) The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

30.34 Amounts received by Obligors

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

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30.35 Application and consideration

In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 30 (The Security Agent).

30.36 Full freedom to enter into transactions

Without prejudice to Clause 30.7 (Business with the Group)or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b) to deal in and enter into and arrange transactions relating to:

(i) any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii) any options or other derivatives in connection with such securities; and

(c) to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

31 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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32 SHARING AMONG THE FINANCE PARTIES

32.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”)receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 33 (Payment Mechanics)(a “Recovered Amount”)and applies that amount to a payment due to it under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 (Payment Mechanics),without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”)equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.5 (Application of receipts; partial payments).

32.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”)in accordance with Clause 33.5 (Application of receipts; partial payments)towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

32.3 Recovering Finance Party’s rights

On a distribution by the Facility Agent under Clause 32.2 (Redistribution of payments)of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

32.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”);and

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(b) as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.

32.5 Exceptions

(a) This Clause 32 (Sharing among the Finance Parties)shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11

ADMINISTRATION

33 PAYMENT MECHANICS

33.1 Payments to the Facility Agent

(a) On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case, specifies.

33.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 33.3 (Distributions to a Transaction Obligor)and Clause 33.4 (Clawback and pre-funding)be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in theprincipal financial centre of a Participating Member State or London), as specified by that Party or, in the case of the Advance, to such account of such person as may be specified by the Borrower in the Drawdown Request.

33.3 Distributions to a Transaction Obligor

The Facility Agent may (with the consent of the Transaction Obligor or .F1 accordance with Clause 34 (Set-Off))apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

33.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest

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on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c) If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i) the Facility Agent shall notify the Borrower of that Lender’s identity and the Borrower shall on demand refund it to the Facility Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

33.5 Application of receipts; partial payments

(a) If the Facility Agent or the Security Agent (as applicable) receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

(ii) secondly, in or towards payment pro rata of:

(A) any accrued interest and fees due but unpaid to the Lenders under this Agreement; and

(B) any periodical payments (not being payments as a result of termination or closing out) due butunpaid to the Hedge Counterparties under the Hedging Agreements;

(iii) thirdly, in or towards payment pro rata of:

(A) any principal due but unpaid to the Lenders under this Agreement; and

(B) any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties under the Hedging Agreements; and

(iv) fourthly, in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents.

(b) The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties, vary, or instruct the Security Agent to vary (as applicable), the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor.

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33.6 No set-off by Transaction Obligors

(a) All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(b) Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

33.7 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

33.8 Currency of account

(a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

33.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

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33.10 Currency Conversion

(a) For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange.

(b) The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

33.11 Disruption to Payment Systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b) the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 42 (Amendments and Waivers);

(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11 (Disruption to Payment Systems etc.);and

(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

34 SET-OFF

A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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35 BAIL-IN

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

36 NOTICES

36.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

36.2 Addresses

The address and fax number land the department or officer, if an^,, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a) in the case of the Borrower, that specified in Schedule 1 (The Parties);

(b) in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule 1 (The Parties)or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

(c) in the case of the Facility Agent, that specified in Schedule 1 (The Parties);and

(d) in the case of the Security Agent, that specified in Schedule 1 (The Parties),

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.

36.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

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(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 36.2 (Addresses),if addressed to that department or officer.

(b) Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties)(or any substitute department or officer as that Servicing Party shall specify for this purpose).

(c) All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.

(e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.4 Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 36.2 (Addresses)or changing its own address or fax number, the Facility Agent shall notify the other Parties.

36.5 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

(b) Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose.

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(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 36.5 (Electronic communication).

36.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility Agent and, in this case, the English translation willprevail unless the document is a constitutional, statutory or other official document.

36.7 Hedging Agreement

Notwithstanding anything in Clause 1.1 (Definitions),references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by the Borrower with a Hedge Counterparty in connection with the Facility.

37 CALCULATIONS AND CERTIFICATES

37.1 Accounts

Inany litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

37.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

38 PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or

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enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

39 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Creditor Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document.  No election to affirm any Finance Document on the part of a Creditor Party shall be effective unless it is in writing.  No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

40 SETTLEMENT OR DISCHARGE CONDITIONAL

Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

41 IRREVOCABLE PAYMENT

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Creditor Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

42 AMENDMENTS AND WAIVERS

42.1 Required consents

(a) Subject to Clause 42.2 (All Lender matters)and Clause 42.3 (Other exceptions)any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.

(b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42 (Amendments and Waivers).

(c) Without prejudice to the generality of Clause 29.8 (Rights and discretions),the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

42.2 All Lender matters

Subject to Clause 42.4 (Replacement of Screen Rate),an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(a) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

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(b) a postponement to or extension of the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;

(d) a change in currency of payment of any amount under the Finance Documents;

(e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the Facility;

(f) a change to any Transaction Obligor;

(g) any provision which expressly requires the consent of all the Lenders;

(h) this Clause 42 (Amendments and Waivers);

(i) any change to Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Drawdown), Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), Clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 8 (Interest), paragraph (a) of Clause 24.7 (Provision of valuations),Clause 25 (Accounts, Application of Earnings and Hedge Receipts),Clause 27 (Changes to the Lenders),Clause 32 (Sharing among the Finance Parties),Clause 46 (Governing Law)or Clause 47 (Enforcement);

(j) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as IL relates to the disposal of an asset which is the^- subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document);

(k) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i) the guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity);

(ii) the Security Assets; or

(iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

(l) the release of the guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity)or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement Or any other Finance Document

shall not be made, or given, without the prior consent of all the Lenders.

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42.3 Other exceptions

(a) An amendment or waiver which relates to the rights or obligations of a Servicing Party or the Arranger or a Reference Bank (each in their capacity as such) may not be effected without the consent of that Servicing Party, the Arranger or that Reference Bank, as the case may be.

(b) An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be effected without the consent of that Hedge Counterparty.

(c) The relevant Hedge Counterparty and the Borrower may amend, supplement or waive the terms of any Hedging Agreement if permitted by paragraph (g) of Clause 8.5 (Hedging).

42.4 Replacement of Screen Rate

(a) Subject to Clause 42.3 (Other exceptions),if the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (unless the Borrower and the Facility Agent agree to a longer time period in relation to any request) of that request being made:

(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

42.5 Obligor Intent

Without prejudice to the generality of Clauses 1.2 (Construction)and 16.4 (Waiver of defences)each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

43 CONFIDENTIAL INFORMATION

43.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 43.2 (Disclosure of Confidential

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Information)and Clause 43.3 (Disclosure to numbering service providers)and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

43.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction including a securitisation under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 29.15 (Relationship with the other Finance Parties);

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;

(v) to whom information is required or requested to be disclosed by anycourt of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation including any applicable data protection laws;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 27.8 (Security over Lenders’ rights);

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(viii) who is a Party, a member of the Group or any related entity of a Transaction Obligor;

(ix) as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or

(x) with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors.

43.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors the following information:

(i) names of Transaction Obligors;

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(ii) country of domicile of Transaction Obligors;

(iii) place of incorporation of Transaction Obligors;

(iv) date of this Agreement;

(v) Clause 46 (Governing Law);

(vi) the names of the Facility Agent and the Arranger;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of Total Commitments;

(ix) currency of the Facility;

(x) type of Facility;

(xi) ranking of Facility;

(xii) Maturity Date for Facility;

(xiii) changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii) above; and

(xiv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Facility Agent shall notify the Guarantor and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Transaction Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Transaction Obligors by such numbering service provider.

43.4 Entire agreement

This Clause 43 (Confidential information)constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential information.

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43.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

43.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 43.2 (Disclosure of Confidential Information)except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 43 (Confidential Information).

43.7 Continuing obligations

The obligations in this Clause 43 (Confidential Information)are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

44 CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

44.1 Confidentiality and disclosure

(a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b) The Facility Agent may disclose:

(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 8.6 (Notification of rates of interest);and

(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other

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form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.

(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender or Reference Bank, as the case may be.

(d) The Facility Agent’s obligations in this Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations)relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.6 (Notification of rates of interest)provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

44.2 Related obligations

(a) The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.

(b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

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(i) of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 44.1 (Confidentiality and disclosure)except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations).

44.3 No Event of Default

No Event of Default will occur under Clause 26.4 (Other obligations)by reason only of an Obligor’s failure to comply with this Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations).

45 COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

46 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

47 ENFORCEMENT

47.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

(b) The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c) This Clause 47.1 (Jurisdiction)is for the benefit of the Creditor Parties only.  As a result, no Creditor Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Creditor Parties may take concurrent proceedings in any number of jurisdictions.

47.2 Service of process

(a) Without prejudice to any other mode or service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i) irrevocably appoints Ince Process Agents Limited at its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London E18QN, England, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent.  Failing this, the Facility Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE PARTIES

PART A

THE OBLIGORS

Name of Borrower	Place of Incorporation	Registration number (or equivalent, if any)	Address for Communication
Zills Owning Company Limited	Marshall Islands	64406	c/o TMS TANKERS LTD. Athens Licenced Shipping Office Omega Building 80 Kifissias Avenue 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos

Name of Guarantor	Place of Incorporation	Registration number (or equivalent, if any)	Address for Communication
Dryships Inc.	Marshall Islands	11911	c/o TMS TANKERS LTD. Athens Licenced Shipping Office Omega Building 80 Kifissias Avenue 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos

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PART B

THE ORIGINAL LENDERS

Name of Original Lender	Commitment	Address for Communication
DVB Bank SE, Amsterdam Branch	35,000,000 (all of which has been drawn down on the Drawdown Date)	WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

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THE HEDGE COUNTERPARTIES

Name of Hedge Counterparty	Address for Communication
DVB Bank SE acting through its office at Platz der Republik 6 60325, Frankfurt/Main Germany	WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB BANK SE 3, Moraitini Street & 1, Palea Leof. Posidonos Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com

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PART C

THE SERVICING PARTIES

Name of Arranger

Address for Communication

DVB Bank SE, Amsterdam Branch

WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE, Athens Branch 3, Moraitini Street & 1, Pa lea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com and For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

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Name of Facility Agent

Address for Communication

DVB Bank SE, Amsterdam Branch

WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE, Athens Branch 3, Moraitini Street & 1, Pa lea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

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Name of Security Agent

Address for Communication

DVB Bank SE, Amsterdam Branch

WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE, Athens Branch 3, Moraitini Street & 1, Pa lea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

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SCHEDULE 2

CONDITIONS PRECEDENT

PART A

CONDITIONS PRECEDENT TO DRAWDOWN REQUEST

1 Obligors

1.1 A copy of the constitutional documents of each Transaction Obligor.

1.2 A copy of a resolution of the board of directors of each Transaction Obligor:

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Drawdown Request and each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.

1.3 An original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party.

1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.

1.5 A copy of a resolution signed by the Shareholder as the holder of the issued shares in the Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Borrower is a party.

1.6 A certificate of each Transaction Obligor (signed by an officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be exceeded.

1.7 A certificate of each Obligor that is incorporated outside the UK (signed by an officer) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

1.8 A certificate of an authorised signatory of the relevant Transaction Obligor certifying that each copy document relating to it specified in this Part A of Schedule 2 (Conditions Precedent)is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

1.9 Evidence of satisfactory shareholding structure of the Transaction Obligors.

2 MOA

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2.1 Copies of the MOA and of all documents signed or issued by the Borrower under or in connection with it.

2.2 Such documentary evidence as the Facility Agent and its legal advisers may reasonably require in relation to the due authorisation and execution by the Borrower of the MOA and of all documents to be executed by the Borrower under and in connection with the MOA.

2.3 Evidence that the Borrower’s deposit of the Purchase Price has been paid by the Borrower to the Seller pursuant to the MOA.

3 Finance Documents

3.1 A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent).

3.2 A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to in this Schedule 2 (Conditions Precedent).

4 Security Documents

4.1 A duly executed original of Account Security and Shares Security (and of each document to be delivered under each of them) including confirmation of the appointment of any process agent under the Account Security.

5 Legal opinions

5.1 A legal opinion of Watson, Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in England, substantially in the form distributed to the Original Lenders before signing this Agreement.

5.2 A legal opinion of Watson Farley & Williams (New York) LLP, legal advisers to the Arranger, the Facility Agent and the Security Agent in the Marshall Islands, substantially in the form distributed to the Original Lenders before signing this Agreement.

5.3 A legal opinion of Watson Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in Germany, substantially in the form distributed to the Original Lenders before signing this Agreement.

6 Other documents and evidence

6.1 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

6.2 The Original Financial Statements of the Borrower and the Guarantor.

6.3 The original of any mandates or other documents required in connection with the opening or operation of the Earnings Account.

6.4 Such evidence as the Facility Agent may reasonably require for the Finance Parties to be able to satisfy each of their “know your customer” or similar identification procedures in relation to the transactions contemplated by the Finance Documents.

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PART B

CONDITIONS PRECEDENT TO PREPOSITIONING OF FUNDS

1 Obligors

A certificate of an authorised signatory of the relevant Obligor certifying that each corporate and copy document provided by it under Part A of Schedule 2 (Conditions Precedent)remains correct, complete and in full force and effect as at the Drawdown Date.

2 Borrower

A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent)is correct, complete and in full force and effect as at the Drawdown Date.

3 Other funds

Evidence that all sums then due (if any) to the Seller, other than the sums to be financed pursuant to the Drawdown Date, have been paid or will be paid to the Seller on the Delivery Date.

4 Vessel and other security

4.1 A duly executed but undated original of the Mortgage, the Deed of Covenant, the General Assignment and any Charterparty Assignment and of each document to be delivered under or pursuant to each of them together with instructions for the Facility Agent or its lawyers to date such documents.

4.2 The Commercial Management Agreement and the Technical Management Agreement, both on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with:

(a) a duly executed but undated original of the Manager’s Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager; and

(b) copies of the Approved Technical Manager’s Document of Compliance.

4.3 A valuation or, as the case may be, valuations of the Vessel, addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement and dated not earlier than 30 days before the Drawdown Date (unless otherwise agreed by the Facility Agent) from an Approved Valuer or Approved Valuers and prepared in accordance with Clause 24.7 (Provision of valuations),showing the Initial Market Value for the Vessel.

4.4 Confirmation from the Facility Agent’s insurance team that it is satisfied that the Vessel will be insured in accordance with the provisions of this Agreement.

5 Legal opinions

5.1 Draft agreed form legal opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of the Vessel, England and the Marshall Islands and such other relevant jurisdictions as the Facility Agent may require.

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6 Other documents and evidence

6.1 Evidence that any process agent referred to in Clause 47.2 (Service of process),if not an Obligor, has accepted its appointment.

6.2 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees)and Clause 15 (Costs and Expenses),including legal fees, have been paid or will be paid by the Drawdown Date.

6.3 Confirmation from the Account Bank that the Borrower’s Minimum Liquidity Amount is standing to the credit of the Earnings Account.

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PART C

CONDITIONS PRECEDENT TO DISBURSEMENT

1 Obligors

A certificate of an authorised signatory of the relevant Obligor certifying that each corporate and copy document provided by it under Part A and Part B of Schedule 2 (Conditions Precedent)remains correct, complete and in full force and effect as at the Delivery Date.

2 Borrower

A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part C of Schedule 2 (Conditions Precedent)is correct, complete and in full force andeffect as at the Delivery Date.

3 Vessel and other security

3.1 Documentary evidence that the Mortgage has, simultaneously with the release of the Advance to the Seller, been duly registered as a valid first priority ship mortgage in accordance with the laws of the jurisdiction of the Approved Flag.

3.2 Documentary evidence that the Vessel:

(a) has, simultaneously with the release of the Advance to the Seller, been unconditionally delivered by the Seller to, and accepted by, the Borrower under the MOA and that the full purchase price payable and all other sums due to the Seller under the MOA have been paid to the Seller (including, but not limited to, a copy of the relevant invoice from the Seller to be provided by the Seller to the Borrower pursuant to the MOA);

(b) is definitively and provisionally registered in the nameof the Borrower under the Approved Flag;

(c) is, simultaneously with the release of the Advance to the Seller, in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

(d) is classed with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and

(e) is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.

3.3 Copies of the Vessel’s Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires) and of any other documents required under the ISM Code and the ISPS Code in relation to the Vessel including without limitation an ISSC or evidence that such certificates will be issued shortly after the Delivery Date.

3.4 Copies of the powers of attorney and business license of the Seller, together with their English translations, evidencing the due authorisation and execution by the Seller of the MOA and of all documents to be executed by the Seller under and in connection with the MOA.

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SCHEDULE 3

REQUESTS

PART A

DRAWDOWN REQUEST

From: Zills Owning Company Limited

To: DVB Bank SE, Amsterdam Branch

Dated: [•] 2017

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated (.1September 2017 (the “Agreement”)

1 We refer to the Agreement, This is a Drawdown Request.  Terms defined in the Agreement have the same meaning in this Drawdown Request unless given a different meaning in this Drawdown Request.

2 We wish to borrow the Advance on the following terms:

Proposed Drawdown Date:	[●] 2017 (or, if that is not a Business Day, the next Business Day)
Amount:	$[●] or, if less, the Available Facility
Interest Period:	[●]

3 [You are authorised and requested to deduct from the Advance prior to funds being remitted the following amounts set out against the following items:

Deductible Items

Arrangement Fee

Facility Agent’s solicitors’ fees inclusive of disbursements and VAT

[                  ] legal opinion fees (if any)

Net proceeds of Advance                               _____________________]

4 We confirm that each condition specified in Clause 4.1 (Conditions precedent to delivery of a Drawdown Request)and paragraph (a) of Clause 4.2 (Conditions precedent to prepositioning of funds)is satisfied on the date of this Drawdown Request.

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5 The [net] proceeds of this Advance should be credited to:

account number: [●]

name and SWIFT of account bank: [●]

name and SWIFT of US correspondent bank: [●]

6 This Drawdown Request is irrevocable.

Yours faithfully

__________________

[●]

authorised signatory for

Zills Owning Company Limited

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PART B

SELECTION NOTICE

From: Zills Owning Company Limited

To: DVB Bank SE, Amsterdam Branch

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated [●] September 2017 (the “Agreement”)

1 We refer to the Agreement.  This is a Selection Notice.  Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2 We request that, subject to paragraph (g) of Clause 9.1 (Selection of Interest Periods)of the Agreement, the next Interest Period for the Loan be [●].

3 This Selection Notice is irrevocable.

Yours faithfully

__________________

[●]

authorised signatory for

Zills Owning Company Limited

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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To: DVB BankSE, Amsterdam Branch as Facility Agent and DVB Bank SE, Amsterdam Branch as Security Agent

From: [The Existing Lender] (the “Existing Lender”)and [The New Lender] (the “New Lender”)

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated 1 September 2017 (as amended and restated by a deed of accession amendment and restatement dated [●] June 2018, the “Agreement”)

1 We refer to the Agreement.  This is a Transfer Certificate.  Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 We refer to Clause 27.5 (Procedure for transfer)of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance with Clause 27.5 (Procedure for transfer)of the Agreement.

(b) The proposed Transfer Date is [●].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 36.2 (Addresses)of the Agreement are set out in the Schedule.

3 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 27.4 (Limitation of responsibility of Existing Lenders)of the Agreement.

4 The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

5 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6 This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

7 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions.  It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details

for notices and account details for payments.]

[Existing Lender]	[New Lender]
By: [●]	By: [●]

This Transfer Certificate is accepted by the Facility Agent [and the Security Agent] and the Transfer Date is confirmed as [●].

[Facility Agent]

By: [●]

[Security Agent]

By:]

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SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To: DVB Bank SE, Amsterdam Branch as Facility Agent, DVB Bank SE, Amsterdam Branch as Security Agent and Zills Owning Company Limited as Borrower, for and on behalf of each Transaction Obligor

From: [the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated 1 September 2017 (as amended and restated by a deed of accession amendment and restatement dated [●] June 2018, the “Agreement”)

1 We refer to the Agreement.  This is an Assignment Agreement.  Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2 We refer to Clause 27.6 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in the Loan under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3 The proposed Transfer Date is [●].

4 On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5 The Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause 36.2 (Addresses)are set out in the Schedule.

6 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 27.4 (Limitation of responsibility of Existing Lenders).

7 The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

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8 This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower),to the Borrower (on behalf of each Transaction Obligor) of the assignment referred to in this Assignment Agreement.

9 This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

10 This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11 This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions.  It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

THE SCHEDULE

Commitment rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for noticesand account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Facility Agent [and the Security Agent] and the Transfer Date is confirmed as [●].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

[By:

[Security Agent]

By:]

168

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To:DVB Bank SE, Amsterdam Branch as Facility Agent From:

Dryships Inc.

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated 1 September 2017 (as amended and restated by a deed of accession, amendment and restatement dated [●] June 2018, the “Agreement”)

1 We refer to the Agreement.  This is a Compliance Certificate.  Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that:

(a) an amount of $750,000 remains credited to the Earnings Account;

(b) as at the 3-month period ending on [●] to which the financial statements referred to below were prepared, the Guarantor is in compliance with the following covenants under Clause 19.2 (Guarantor’s financial covenants):

(i) the Working Capital is [●];

(ii) the Cash and Cash Equivalents are $[●];

(iii) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets is [●]; and

(iv) To evidence such compliance, we attach a copy of the latest [annual][quarterly] consolidated financial statements of the Group together with calculations and evidence setting out in reasonable detail the data and calculations made above (including valuations in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel which were used to calculate the Market Value Adjusted Total Assets of the Group as at [●]).

3 We confirm that no Default is continuing. *

Signed:
	[Authorised signatory] of ZILLS OWNING COMPANY LIMITED	[Authorised signatory] of DRYSHIPS INC.

169

*If this statement cannot be made, the Compliance Certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

170

SCHEDULE 7

TIMETABLES

Delivery of a duly completed Drawdown Request (Clause 5.1 (Delivery of a Drawdown Request))or a Selection Notice (Clause 9.1 (Selection of Interest Periods)) Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders’ participation) LIBOR is fixed Reference Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 (Calculation of Reference Bank Rate) Five Business Days before the intended Drawdown Date (Clause 5.1 (Delivery of a Drawdown Request))or the expiry of the preceding Interest Period (Clause 9.1 (Selection of Interest Periods)) Three Business Days before the intended Drawdown Date. Quotation Day as of 11:00 am London time Noon on the Quotation Day

171

EXECUTION PAGES

BORROWER

SIGNED by Dimitrios Glynos duly authorised for and on behalf of ZILLS OWNING COMPANY LIMITED in the presence of: ) ) ) ) ) ) /s/ Dimitrios Glynos

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

GUARANTOR

SIGNED by Dimitrios Glynos duly authorised for and on behalf of DRYSHIPS INC. in the presence of: ) ) ) ) ) ) /s/ Dimitrios Glynos

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

ORIGINAL LENDERS

SIGNED by Erica LaCombe duly authorised for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

172

HEDGE COUNTERPARTIES

SIGNED by Erica LaCombe duly authorised for and on behalf of DVB BANK SE in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

ARRANGER

SIGNED by Erica LaCombe duly authorised for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

FACILITY AGENT

SIGNED by Erica LaCombe duly authorised for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

173

SECURITY AGENT

SIGNED by Erica LaCombe duly authorised for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

ACCOUNT BANK

SIGNED by Erica LaCombe duly authorised for and on behalf of DVB BANK SE in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

174

EX-4.37

Exhibit 4.37

Dated 8 June 2018

ZILLS OWNING COMPANY LIMITEDas Borrower

and

SEOUL INVESTMENT HOLDINGS INC.as Existing Guarantor

and

DRYSHIPS INC.as New Guarantor

and

DVB BANK SE, AMSTERDAM BRANCHas Arranger

and

THE FINANCIAL INSTITUTIONSlisted in Part A of the Scheduleas Original Lenders

and

THE FINANCIAL INSTITUTIONSlisted in Part B of the Scheduleas Hedge Counterparties

and

DVB BANK SE, AMSTERDAM BRANCHas Facility Agent

and

DVB BANK SE, AMSTERDAM BRANCHas Security Agent

and

DVB BANK SEas Account Bank

DEED OF ACCESSION, AMENDMENT AND RESTATEMENT

relating to a facility agreementdated 1 September 2017

W A T S O N  F A R L E Y&W I L L I A M S

Index

Clause		Page
1	Interpretation	2
2	Representations and Warranties	3
3	Adherence and Assumption	4
4	Release	4
5	Amendment of Finance documents	4
6	Effective Date	6
7	Further Assurances	7
8	Fees and Expenses	8
9	Notices	9
10	Supplemental	9
11	Law and Jurisdiction	9

Schedules

Schedule 1 Part A Original Lenders	11
Part B The Hedge Counterparties	12

Execution

Execution Pages 13

Appendices

Appendix Form of Amended and Restated Facility Agreement marked to indicate amendments

THIS DEED is made on 8 June 2018

PARTIES

(1) ZILLS OWNING COMPANY LIMITED, a corporation incorporated in the Marshall Islands and whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as borrower (the “Borrower”);

(2) SEOUL INVESTMENT HOLDINGS INC., a corporation incorporated in the Marshall Islands and whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as guarantor (the “Existing Guarantor”);

(3) DRYSHIPS INC., a corporation incorporated in the Marshall Islands and whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as guarantor (the “New Guarantor”);

(4) DVB BANK SE, AMSTERDAM BRANCH as arranger (the “Arranger”);

(5) THE FINANCIAL INSTITUTIONS listed in Part A of the Schedule as lenders (the “Original Lenders”);

(6) THE FINANCIAL INSTITUTIONS listed in Part B of the Schedule as hedge counterparties (the “Hedge Counterparties”);

(7) DVB BANK SE, AMSTERDAM BRANCH as agent of the other Finance Parties (the “Facility Agent”);

(8) DVB BANK SE, AMSTERDAM BRANCH as security agent for the Creditor Parties (the “Security Agent”);

(9) DVB Bank SE acting through its office at Platz der Republik 6, 60325, Frankfurt/Main, Germany as account bank (the “Account Bank”).

BACKGROUND

(A) By a facility agreement dated 1 September 2017 (the “Facility Agreement”) and made between (i) the Borrower, (ii) the Existing Guarantor, (iii) the Original Lenders, (iv) the Arranger, (v) the Facility Agent, (vi) the Security Agent and (vii) the Account Bank, the Original Lenders have made available to the Borrower a loan facility of (originally) up to US$35,000,000 of which US$33,833,333.34 is outstanding by way of principal as at the date of this Deed.

(B) The Borrower and the Transaction Obligors have requested that the Finance Parties giver their consent to:

(i) the transfer of ownership of all of the shares in the Borrower from Zills Shareholders Inc. (the “Existing Shareholder”) to the New Shareholder (as defined below) pursuant to the Share Purchase Agreement (as defined below) (the “Shares Sale”);

(ii) the accession of the New Guarantor to the Facility Agreement as amended and restated by this Deed as guarantor of all the obligations of the Borrower under the Facility Agreement as amended and restated by this Deed, the Hedging Agreement (as defined below) and the other Finance Documents and the release of the Existing Guarantor from its obligations as guarantor under the Facility Agreement;

(iii) the release of the Existing Shareholder from its obligations under the Existing Shares Security (as defined below);

(iv) the accession of the Hedge Counterparties to the Facility Agreement as amended and restated by this Deed; and

(v) the execution by the Borrower of the Hedging Agreement (as defined below) pursuant to which the Borrower may enter into interest rate swap transactions with the Hedge Counterparties from time to time to hedge the Borrower’s exposure to interest rate fluctuations under the Facility Agreement as amended and restated by this Deed,

together, the “Request”.

(C) sets out the terms and conditions on which the Finance Parties agree, with effect on and from the Effective Date, at the request of the Borrower and the Transaction Obligors, to:

(i) the Request; and

(ii) the consequential amendment of the Facility Agreement and the other Finance Documents in connection with the Request.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Defined expressions

Words and expressions defined in the Facility Agreement shall have the same meanings when used in this Deed (including the Recitals) unless the context otherwise requires or they are otherwise defined in this Deed.

1.2 Definitions

“Amended and Restated Facility Agreement” means the Facility Agreement as amended and restated by this Deed in the form set out in the Appendix.

“Continuing Finance Documents” means those Finance Documents (other than the Facility Agreement and the Mortgage) which have been made before the date of this Deed.

“Effective Date” means the date on which the Facility Agent notifies the Borrower that the conditions set out in Clause 6.2 (Conditions precedent)have been satisfied.

“Existing Shares Security” means the share security deed creating Security over all the shares in the Borrower dated 1 September 2017 and executed by the Existing Shareholder in favour of the Security Agent.

“Facility Agreement” means the facility agreement referred to in Recital (A).

“Finance Documents” has the meaning given in the Amended and Restated Facility Agreement.

“Hedging Agreement” means a master agreement (on the 2002 ISDA Master Agreement form and including the schedule thereto) entered or to be entered into between (i) the Borrower and (ii) the Hedge Counterparties in agreed form.

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“Hedging Agreement Security” means a hedging agreement security creating Security over the Borrower’s rights and interests in the Hedging Agreement, in agreed form.

“Mortgage Amendment” means an amendment to the Mortgage in agreed form.

“New Shareholder” means Oil Tankers Investments Inc., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960.

“New Shares Security” means a share security deed creating Security over all the shares in the Borrower executed or to be executed by the New Shareholder in favour of the Security Agent in agreed form.

“Second Priority Account Security” means a document creating second priority Security over the Earnings Account in agreed form.

“Share Purchase Agreement” means the share purchase agreement made or to be made between the Existing Shareholder and the New Shareholder in respect of the acquisition of the shares in the Borrower by the New Shareholder from the Existing Shareholder in agreed form.

1.3 Application of construction and interpretation provisions of Facility Agreement

Clauses 1.2 (Construction)to 1.5 (Third Party Rights)of the Facility Agreement apply, with any necessary modifications, to this Deed.

2 REPRESENTATIONS AND WARRANTIES

2.1 Repetition of Facility Agreement representations and warranties

Each of the Borrower and the Existing Guarantor represents and warrants to the Facility Agent that the representations and warranties in clause 17 (Representations)of the Facility Agreement would remain true and not misleading if repeated on the date of this Deed with reference to the circumstances then existing and if the references to the “Finance Documents” included a reference to this Deed.

2.2 Repetition of Continuing Finance Documents representations and warranties

The Borrower represents and warrants to the Facility Agent that the representations and warranties in the Continuing Finance Documents to which it is a party would remain true and not misleading if repeated on the date of this Deed and on the Effective Date with reference to the circumstances then existing and with appropriate modifications to refer to this Deed.

2.3 Repetition of the Amended and Restated Facility Agreement representations and warranties

The representations and warranties in clause 17 (Representations)of the Amended and Restated Facility Agreement are deemed to be made by the Borrower and the New Guarantor on the Effective Date.

3

3 ADHERENCE AND ASSUMPTION

3.1 Adherence and assumption of New Guarantor

With effect on and from (and subject to the occurrence of) the Effective Date, the New Guarantor agrees to:

(a) become a party to the Amended and Restated Facility Agreement as Obligor and guarantor of the obligations of the Borrower under the Amended and Restated Facility Agreement, the Hedging Agreement and the other Finance Documents; and

(b) be bound by the terms of the Amended and Restated Facility Agreement and the other Finance Documents in its capacity as Guarantor.

3.2 Adherence of Hedge Counterparties

With effect on and from (and subject to the occurrence of) the Effective Date, the Hedge Counterparties agree to become a party to the Amended and Restated Facility Agreement as hedge counterparties.

4 RELEASE

4.1 With effect on and from (and subject to the occurrence of) the Effective Date:

(a) the Finance Parties release:

(i) the Existing Guarantor from its obligations as Obligor under the Facility Agreement;

(ii) the Existing Shareholder from its obligations under the Existing Shares Security; and

(iii) all Security Interests created in their favour by the Existing Shareholder under the Existing Shares Security; and

(b) the Security Agent, without any warranty, representation (other than a representation that it has not further reassigned any of the rights and interests referred to in this paragraph (b)), covenant or other recourse, reassigns to the Existing Shareholder, all rights and interests of every kind to, in or in connection with in the Derivative Assets (as defined the in the Existing Shares Security) assigned to the Security Agent by the Existing Shareholder pursuant to the Existing Shares Security.

5 AMENDMENT OF FINANCE DOCUMENTS

5.1 Amendment and restatement of the Facility Agreement

(a) With effect on and from (and subject to the occurrence of) the Effective Date, the Facility Agreement shall be, and shall be deemed by this Deed to be, amended and restated in the form set out in the Appendix; and

(b) as so amended and restated pursuant to paragraph (a) above, the Facility Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.

4

5.2 Amendments to Continuing Finance Documents

With effect on and from (and subject to the occurrence of) the Effective Date, the Continuing Finance Documents shall be, and shall be deemed by this Deed to be, amended and supplemented as follows:

(a) the definition of, and references throughout each of the Continuing Finance Documents to, the “Facility Agreement” and any of the other Continuing Finance Documents shall be construed as if the same referred to, respectively:

(i) the Amended and Restated Facility Agreement; and

(ii) the other Continuing Finance Documents as amended and supplemented by this Clause 5.2 (Amendments to Continuing Finance Documents);

(b) by construing references throughout each of the Continuing Finance Documents to “the Guarantor” as if the same referred to the New Guarantor;

(c) by construing references throughout each of the Continuing Finance Documents to “the Obligors” or “the Transaction Obligors” as if the same included the New Guarantor;

(d) by construing references throughout each of the Continuing Finance Documents to “the Finance Parties” as if the same included the Hedge Counterparties;

(e) by construing references throughout each of the Continuing Finance Documents to “the Finance Documents” as if the same included the Hedging Agreement;

(f) by construing references throughout each of the Continuing Finance Documents to “the Security Documents” as if the same included the Hedging Agreement Security, the New Shares Security and the Second Priority Account Security;

(g) by construing references throughout each of the Continuing Finance Documents to “the Mortgage” as if the same referred to the Mortgage as amended and supplemented by the Mortgage Amendment; and

(h) by construing references throughout each of the Continuing Finance Documents to “this Agreement”, “this Deed”, “hereunder” and other like expressions as if the same referred to those Continuing Finance Documents as amended and supplemented by this Deed.

5.3 Finance Documents to remain in full force and effect

(a) Each of the Continuing Finance Documents shall remain in full force and effect as amended and supplemented by:

(i) the amendments contained or referred to in Clause 5.2 (Amendments to Continuing Finance Documents);and

(ii) such further or consequential modifications as may be necessary to give full effect to the terms of this Deed.

(b) The Mortgage shall remain in full force and effect as amended and supplemented by the Mortgage Amendment.

5

6 EFFECTIVE DATE

6.1 General

The agreement contained in Clause 3 (Adherence and Assumption), Clause 4 (Release)and Clause 5 (Amendment of Finance documents)and is subject to the fulfilment of the conditions precedent in Clause 6.2 (Conditions precedent).

6.2 Conditions precedent

The conditions referred to in Clause 6.1 (General)are that the Facility Agent shall have received, on or before the date of this Deed, the following documents and evidence in all respects in form and substance satisfactory to the Facility Agent and its lawyers:

(a) in relation to the Borrower, the Existing Guarantor, the New Guarantor and the New Shareholder, documents of the kind specified in Schedule 2, Part A, paragraphs 1.1, 1.2, 1.3, 1.4 and 1.5 of the Amended and Restated Facility Agreement in relation to this Deed, the Amended and Restated Facility Agreement, the Hedging Agreement, the Hedging Agreement Security, the New Shares Security, the Second Priority Account Security and the Mortgage Amendment (as applicable);

(b) in relation to the New Guarantor and the New Shareholder, documents of the kind specified in Schedule 2, Part A, paragraphs 1.6, 1.7, 1.8 and 1.9 of the Amended and Restated Facility Agreement;

(c) in relation to each of the Existing Shareholder and the Approved Manager, an original certificate of incumbency confirming (inter alia) the names of its directors, officers and shareholders;

(d) an original of this Deed duly executed by the parties to it and countersigned by the Existing Shareholder and the Approved Manager;

(e) an original of the Amended and Restated Facility Agreement duly executed by the parties to it;

(f) an original of each of the Hedging Agreement, the Hedging Agreement Security, the New Shares Security and the Second Priority Account Security duly executed by the parties to it (and of each document required to be delivered thereunder);

(g) the Mortgage Amendment duly executed by the Borrower together with evidence that it has been duly registered as a first amendment to the Mortgage in accordance with the laws of Malta;

(h) a certified copy of the Share Purchase Agreement duly executed by the parties thereto;

(i) evidence that the Shares Sale has been effected;

(j) an original of the share certificate of the Borrower specifying the New Shareholder as the sole shareholder of the shares of the Borrower;

(k) such documentary evidence as the Facility Agent and its legal advisers may reasonably require in relation to the due authorisation and execution of Share Purchase Agreement by the Existing Shareholder and the New Shareholder;

6

(l) evidence satisfactory to the Facility Agent that the amendment fee referred to in Clause 8.1 (Amendment fee)has been paid in full by the Borrower;

(m) favourable legal opinions from lawyers appointed by the Facility Agent on such matters concerning the laws of the Marshall Islands, Malta, Germany and England and such other relevant jurisdictions as the Facility Agent may require;

(n) documentary evidence that the agent for service of process named in Clause 11.3 (Process agent)has accepted its appointment in respect of this Deed, the Amended and Restated Facility Agreement, the Hedging Agreement, the Hedging Agreement Security and the New Shares Security;

(o) documentary evidence that the agent for service of process named in the Second Priority Account Security has accepted its appointment;

(p) such documents, information and other evidence in such form as is requested by the Facility Agent in order for the Lenders to comply with all necessary “know your customer” or “client acceptance” or other similar identification procedures in relation to the Borrower, any Transaction Obligor, the New Guarantor and the New Shareholder and the transactions contemplated in this Deed and the other Finance Documents; and

(q) any further opinions, consents, agreements and documents in connection with this Deed and the Finance Documents which the Facility Agent may request by notice to the Borrower prior to the Effective Date.

6.3 Waiver

If the Facility Agent (acting with the authorisation of the Lenders, at their discretion) permits the Shares Sale contemplated in this Deed being effected before certain of the conditions referred to in Clause 6.2 (Conditions precedent)are satisfied, the Borrower, the Existing Guarantor and the New Guarantor shall ensure that those conditions are satisfied within 5 Business Days after the date on which the Shares Sale has been effected (or such longer period as the Facility Agent may, acting with the authorisation of the Lenders, agree with the Borrower).

7 FURTHER ASSURANCES

7.1 Obligation to execute further documents etc.

Each of the Borrower and the New Guarantor shall, and shall procure that any other Transaction Obligor shall:

(a) execute and deliver to the Facility Agent any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Facility Agent may, in any particular case, specify; and

(b) effect any registration or notarisation, give any notice or take any other step,

which the Facility Agent may, by notice to such party, specify for any of the purposes described in Clause 7.2 (Purposes of further assurances)or for any similar or related purpose.

7

7.2 Purposes of further assurances

The purposes referred to in Clause 7.1 (Obligation to execute further documents etc.)are:

(a) validly and effectively to create any Security Interest or right of any kind which the Security Agent intended should be created by or pursuant to this Deed, the Amended and Restated Facility Agreement, the Mortgage Amendment and the other Finance Documents; and

(b) implementing the terms and provisions of, and the transactions contemplated in this Deed, the Amended and Restated Facility Agreement, the Mortgage Amendment and the other Finance Documents.

7.3 Terms of further assurances

The Facility Agent may specify the terms of any document to be executed by the Borrower, the New Guarantor or any other Transaction Obligor under this Clause 7 (Further Assurances), and those terms may include any covenants, powers and provisions which the Facility Agent considers appropriate to protect its interests.

7.4 Obligation to comply with notice

Each of the Borrower and the New Guarantor shall comply, and shall procure that any other Transaction Obligor comply, with a notice under Clause 7.1 (Obligation to execute further documents etc.)by the date specified in the notice.

7.5 Additional corporate action

At the same time as the Borrower or any Transaction Obligor delivers to the Facility Agent any document executed under this Clause 7 (Further Assurances), the Borrower or any Transaction Obligor shall also deliver to the Facility Agent a certificate signed by an officer of the Borrower or, as the case may be, that Transaction Obligor which shall:

(a) set out the text of a resolution of the Borrower’s or that Transaction Obligor’s directors specifically authorising the execution of the document specified by the Facility Agent; and

(b) state that either the resolution was duly passed at a meeting of the directors validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under the Borrower’s or that Transaction Obligor’s articles of association or other constitutional documents.

8 FEES AND EXPENSES

8.1 Amendment fee

The Borrower shall pay to the Facility Agent on or before the date of this Deed a non-refundable amendment fee of $52,500.

8.2 Expenses

The provisions of clause 15 (Costs and expenses)of the Amended and Restated Facility Agreement shall apply to this Deed as if they were expressly incorporated in this Deed with any necessary modifications.

8

9 NOTICES

9.1 General

The provisions of clause 36 (Notices)of the Amended and Restated Facility Agreement shall apply to this Deed as if they were expressly incorporated in this Deed with any necessary modifications.

9.2 Notices to Borrower, the Existing Guarantor and the New Guarantor

Any notice to the Borrower, the Existing Guarantor and the New Guarantor shall be sent to:

c/o TMS TANKERS LTD.Athens Licenced Shipping Office Omega Building80 Kifissias Avenue15125, MaroussiAttiki, Greece

Fax: +30 210 8090205Email: finance@tms-management.orgAttn: Mr. Dimitrios Glynos

or to such other address as the Borrower, the Existing Guarantor or the New Guarantor may notify the Facility Agent.

10 SUPPLEMENTAL

10.1 Counterparts

This Deed may be executed in any number of counterparts.

10.2 Third party rights

A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.

11 LAW AND JURISDICTION

11.1 Governing law

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

11.2 Incorporation of the Facility Agreement provisions

The provisions of clauses 47.1 (Jurisdiction)of the Facility Agreement shall apply to this Deed as if they were expressly incorporated in this Deed with any necessary modifications.

11.3 Process agent

(a) Each of the Borrower, the Existing Guarantor and the New Guarantor:

(i) irrevocably appoints Ince Process Agents Limited at its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London E18QN, England as its agent

9

for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower, the Existing Guarantor or the New Guarantor (on behalf of all the Transaction Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent.

This Deed has been duly executed as a Deed and delivered on the date stated at the beginning of this Deed.

10

SCHEDULE 1

PART A

ORIGINAL LENDERS

Name of Lender

Address for Communications

DVB Bank SE, Amsterdam Branch

WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

11

PART B

THE HEDGE COUNTERPARTIES

Name of Hedge Counterparty	Address for Communication
DVB Bank SE acting through its office at Platz der Republik 6, D-60325 Frankfurt/Main, Germany	WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com

12

EXECUTION PAGES

BORROWER

SIGNED by Dimitrios Glynos duly authorised attorney-in-fact for and on behalf of ZILLS OWNING COMPANY LIMITED in the presence of: ) ) ) ) ) ) /s/ Dimitrios Glynos

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

EXISTING GUARANTOR

SIGNED by Dimitrios Glynos duly authorised attorney-in-fact for and on behalf of SEOUL INVESTMENT HOLDINGS INC. in the presence of: ) ) ) ) ) ) /s/ Dimitrios Glynos

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

NEW GUARANTOR

SIGNED by Dimitrios Glynos duly authorised attorney-in-fact for and on behalf of DRYSHIPS INC. in the presence of: ) ) ) ) ) ) /s/ Dimitrios Glynos

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

13

ARRANGER

SIGNED by Erica LaCombe duly authorised attorney-in-fact for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

ORIGINAL LENDERS

SIGNED by Erica LaCombe duly authorised attorney-in-fact for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

14

HEDGE COUNTERPARTIES

SIGNED by Erica LaCombe duly authorised attorney-in-fact for and on behalf of DVB BANK SE in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

15

FACILITY AGENT

SIGNED by Erica LaCombe duly authorised for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

SECURITY AGENT

SIGNED by Erica LaCombe duly authorised
attorney-in-fact
for and on behalf of DVB BANK SE, AMSTERDAM BRANCH in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

ACCOUNT BANK

SIGNED by Erica LaCombe duly authorised attorney-in-fact for and on behalf of DVB BANK SE in the presence of: ) ) ) ) ) ) /s/ Erica LaCombe

Witness’ signature:	/s/ Ilias Vassilios Tsigos	)
Witness’ name:	Ilias Vassilios Tsigos Attorney-At-Law	) )
Witness’ address:	Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens - Greece	) ) ) ) )

16

COUNTERSIGNED on June 2018 for and on behalf of the below Transaction Obligors, each of which by its execution hereof confirms and acknowledges that it has read and understood the terms and conditions of this Deed, that it agrees in all respects to the same and that the Finance Documents to which it is a party (other than, after the Effective Date, the Existing Shares Security which is released pursuant to Clause 4 (Release) of this Deed, shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Amended and Restated Facility Agreement, the Hedging Agreement and the other Finance Documents (each as amended and supplemented by this Deed.)

Dr. RENATO CEFAI

DIRECTOR

MARE SERVICES LTD.

5/1 MERCHANTS STREET

VALLETTA VLT 1171

/s/ Dr. Renato Cefai

MARE SERVICES LIMITED, Sole Director

for and behalf of

ZILLS SHAREHOLDERS INC.

in its capacity as Existing Shareholder

Dr. RENATO CEFAI

DIRECTOR

MARE SERVICES LTD.

5/1 MERCHANTS STREET

VALLETTA VLT 1171

/s/ Dr. Renato Cefai

MARE SERVICES LIMITED, Sole Director

for and behalf of

TMS TANKERS LTD.

in its capacity as Approved Manager

17

APPENDIX

FORM OF AMENDED AND RESTATED FACILITY AGREEMENT MARKED TO INDICATE AMENDMENTS

Amendments are indicated as follows:

· additions are indicated by underlined text; and

· deletions are shown by the relevant text being struck out.

18

US$35,000,000

FACILITY AGREEMENT

Dated 1 September 2017

as amended and restated on 8 June 2018

for

ZILLS OWNING COMPANY LIMITED

as Borrower

guaranteed by

SEOUL INVESTMENT HOLDINGSDRYSHIPS INC.as Guarantor

arranged by

DVB BANK SE, AMSTERDAM BRANCHas Arranger

with

DVB BANK SE, AMSTERDAM BRANCHacting as Facility Agent

and

DVB BANK SE, AMSTERDAM BRANCHacting as Security Agent

and

DVB BANK SEacting as Account Bank

relating to the financing of hull no 1352 (tbn m.v. “MARFA” (ex hull no. 1352)

W A T S O N F A R L E Y & W I L L I A M S W A T S O N F A R L E Y & W I L L I A M S

Index

Clause		Page
Section 1	Interpretation	2
1	Definitions and Interpretation	2
Section 2	The Facility	2326
2	The Facility	2326
3	Purpose	2326
4	Conditions of Drawdown	2327
Section 3	Drawdown	2529
5	Drawdown	2529
Section 4	Repayment, Prepayment and Cancellation	2731
6	Repayment	2731
7	Prepayment and Cancellation	2732
Section 5	Costs of Drawdown	334
8	Interest	334
9	Interest Periods	3137
10	Changes to the Calculation of Interest	3238
11	Fees	344
Section 6	Additional Payment Obligations	3542
12	Tax Gross Up and Indemnities	3542
13	Increased Costs	3947
14	Other Indemnities	4148
15	Costs and Expenses	4351
Section 7	Guarantee	4553
16	Guarantee and Indemnity	4553
Section 8	Representations, Undertakings and Events of Default	4857
17	Representations	4857
18	Information Undertakings	5464
19	Financial Covenants	5868
20	General Undertakings	6071
21	Insurance Undertakings	6678
22	MOA Undertakings	7184
23	Post-Delivery Vessel Undertakings	7284
24	Security Cover	7689
25	Accounts and, Application of Earnings 78and Hedge Receipts	91
26	Events of Default	8093
Section 9	Changes to Parties	85100
27	Changes to the Lenders	85100
28	Changes to the Transaction Obligors	89105
Section 10	The Finance Parties	91106
29	The Facility Agent, the Arranger and the Reference Banks	91106
30	The Security Agent	101117
31	Conduct of Business by the Finance Parties	115132
32	Sharing among the Finance Parties	115133
Section 11	Administration	117135
33	Payment Mechanics	117135
34	Set-Off	120138
35	Bail-in	120139
36	Notices	120139

37	Calculations and Certificates	122141
38	Partial Invalidity	122141
39	Remedies and Waivers	123142
40	Settlement or Discharge Conditional	123142
41	Irrevocable Payment	123142
42	Amendments and Waivers	123142
43	Confidential Information	125144
44	Confidentiality of Funding Rates and Reference Bank Quotations	129148
45	Counterparts	130150
Section 12	Governing Law and Enforcement	131151
46	Governing Law	131151
47	Enforcement	131151

Schedules

Schedule 1 The Parties	132152
Part A The Obligors	132152
Part B The Original Lenders	133153
Part C The Servicing Parties	134155
Schedule 2 Conditions Precedent	136158
Part A Conditions precedent to Drawdown Request	136158
Part B Conditions Precedent to Prepositioning of Funds	138160
Part C Conditions Precedent to Disbursement	140162
Schedule 3 Requests	141163
Part A Drawdown Request	141163
Part B Selection Notice	143165
Schedule 4 Form of Transfer Certificate	141166
Schedule 5 Form of Assignment Agreement	147169
Schedule 6 Form of Compliance Certificate	149171
Schedule 7 Timetables	151174

Execution

Execution Pages 152175

THIS AGREEMENT is wasmade on 1 September 2017 and is amended and restated by a Deed of Accession, Amendment and Restatement dated 8 June 2018

PARTIES

(1) ZILLS OWNING COMPANY LIMITED, a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower (the “Borrower”)

(2) SEOUL INVESTMENT HOLDINGSDRYSHIPS INC., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as guarantor (the “Guarantor”)

(3) DVB BANK SE, AMSTERDAM BRANCH, as arranger (the “Arranger”)

(4) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the “Original Lenders”)

(5) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as hedge counterparties (the “Hedge Counterparties”)

(6) (5)NDVB BANK SE, AMSTERDAM BRANCH, as agent of the other Finance Parties (the “Facility Agent”)

(7) (6)DVB BANK SE, AMSTERDAM BRANCH, as security agent for the Creditor Parties (the “Security Agent”)

(8) (7)DVB BANK SE, acting through its office at Platz der Republik 6, 60325, Frankfurt/Main, Germany as account bank (the “Account Bank”)

OPERATIVE PROVISIONS

SECTION 1

INTERPRETATION

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Accounts” means:

(a) the Earnings Account; and

(b) with the express written consent of the Facility Agent, any other accounts opened by the Borrower with the Account Bank, the Facility Agent or the Security Agent for the purposes of the Finance Documents.

“Account Security” means a document creating Security over any Account in agreed form, together, the First Priority Account Security and the Second Priority Account Security.

“Advance” means the borrowing of the Facility under this Agreement.

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

“Approved Broker” means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

“Approved Classification” means, as at the date of this Agreement, I, +HULL, +MACH, Oil tanker, CSR, CPS(WBT), ESP, Unrestricted navigation, ACCESS, CPS(COT), +AUT-UMS, MON-SHAFT, BWT, CLEANSHIP, GREEN PASSPORT, PROTECTED FO TANK, +ALP, ERS-S, INWATERSURVEY, SPM, VCS-TRANSFER with the Approved Classification Society or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means, as at the date of this Agreement, Bureau Veritas or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Lenders.

“Approved Commercial Manager” means, as at the date of this Agreement, TMS Tankers Ltd., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Tankers Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders as the commercial manager of the Vessel.

“Approved Flag” means Malta or any other flag acceptable to Facility Agent acting on the authorisation of the Lenders.

“Approved Manager” means the Approved Commercial Manager and/or the Approved Technical Manager.

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“Approved Technical Manager” means, as at the date of this Agreement, TMS Tankers Ltd., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Tankers Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders as the technical manager of the Vessel.

“Approved Valuer” means any one of Arrow Valuations Ltd., Compass Maritime Services, Fearnleys Shipping AS, Maritime Strategies International Ltd., VesselsValue.com, Braemar ACM Shipbroking, GalbraithsGalbraiths Limited Shipbrokers, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd., Howe Robinson and Lorentzen & StemocoStemoco AS (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

“Assignable Charter” means, any Charter in respect of the Vessel having a duration of 12 months or more (or capable of exceeding, by virtue of any optional extensions or renewals, a duration of 12 months) on terms approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement)or any other form agreed between the relevant assignor and assignee.

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

“Availability Period” means the period from and including the date of this Agreement to and including the earlier of (i) the Delivery Date and (ii) 31 December 2017.

“Available Commitment” means a Lender’s Commitment minus:

(a) the amount of its participation in the outstanding Loan; and

(b) in relation to the proposed Drawdown, the amount of its participation in the Advance that is due to be made on or before the proposed Drawdown Date.

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

3

“Borrower’s Minimum Liquidity Amount” has the meaning given to it in Clause 19.1 (Borrower’s minimum liquidity).

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

(a)

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

exceeds

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

(b) where a Lender is providing a fixed interest rate under Clause 8.3 (Fixed rate of interest)and only for the period for which the fixed rate of interest shall apply, any claim, expense, liability or loss incurred by a Lender in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure in connection with the Lender providing a fixed interest rate under Clause 8.3 (Fixed rate of interest)or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the claim, expense, liability or loss incurred by it in terminating, or otherwise in connection with, a number of transactions for which this Agreement is one.

(c) “Builder” means Shanghai Waigaoqiao Shipbuilding Co., Ltd., a company incorporated in the People’s Republic of China whose registered office is No. 3001, Zhouhai Rd, Pudong New District, 200137, Shanghai, the People’s Republic of China.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam or Athens and:

(a) (in relation to funding of the Loan only) Frankfurt;

(b) (in relation only to any date for payment or purchase of dollars) New York; and

(c) (in relation only to any date for the fixing of an interest rate using LIBOR) London.

“Charter” means any charter relating to the Vessel, or other contract for its employment, whether or not already in existence.

“Charterer” means any person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders, who, as charterer, is a party to a Charter.

4

“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

“Charterparty Assignment” means, in relation to any Assignable Charter, the assignment creating Security over the rights of the Borrower under that Assignable Charter and any Charter Guarantee relative thereto in agreed form.

“Closing Date.” Means the date on which this Agreement is executed by all the parties.

Code” means the US Internal Revenue Code of 1986.

“Commercial Management Agreement” means the agreement entered into between the Borrower and the Approved Commercial Manager regarding the commercial management of the Vessel.

“Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part B of Schedule 1 (The Parties)and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

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

“Compliance Certificate” means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate)or in any other form agreed between the Guarantor, the Borrower and the Facility Agent.

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

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

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

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

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 43 (Confidential Information);or

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

5

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

(ii) any Funding Rate or Reference Bank Quotation.

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Facility Agent.

“Corresponding Debt” means any amount, other than any Parallel Debt, which an Obligor owes to a Creditor Party under or in connection with the Finance Documents.

“Creditor Party” means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

“Deed of Accession, Amendment and Restatement” means a deed of accession, amendment and restatement dated 8 June 2018 and made between, amongst others (i) the Borrower, (ii) the Guarantor, (iii) the Arranger, (iv) the Original Lenders, (v) the Facility Agent, (vi) the Security Agent, (vii) the Account Bank and (viii) the Hedge Counterparties setting out the terms pursuant to which this Agreement has been amended and restated:

“Deed of Covenant” means the deed of covenant collateral to the Mortgage in agreed form.

“Default” means an Event of Default or a Potential Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Delivery Date” means the date on which the Vessel is was delivered by the Builder to the Borrower pursuant to the MOA.

“Disclosed Persons” means a person or persons disclosed to the Facility Agent in writing on or prior to the date of this Agreement.

“Disruption Event” means either or both of:

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

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

6

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

(ii) from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Drawdown” means the drawdown of the Facility.

“Drawdown Date” means the date of the drawdown, being the date on which the Advance is to be was made.

“Drawdown Request” means a notice substantially in the form set out in Part A of Schedule 3 (Requests).

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

(a) the following, save to the extent that any of them is, with the prior written consent of the Facility Agent, pooled or shared with any other person:

(i) all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii) the proceeds of the exercise of any lien on sub-freights;

(iii) compensation payable to the Borrower or the Security Agent in the event of requisition of the Vessel for hire or use;

(iv) remuneration for salvage and towage services;

(v) demurrage and detention moneys;

(vi) without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel;

(vii) all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii) all monies which are at any time payable to the Borrower in relation to general average contribution; and

(b) if and whenever the Vessel is employed on terms whereby any moneys falling within sub-paragraphs (i) to (vii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel.

7

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Earnings Account” means an account in the name of the Borrower with the Account Bank with account number 2910064611.

“‘EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

(a) any release, emission, spill or discharge into the Vessel or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from the Vessel; or

(b) any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than the Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Vessel and/or any Transaction Obligor and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c) any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

“Environmental Law” means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

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

8

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

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

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Finance Document” means:

(a) this Agreement;

9

(b) the Drawdown Request;

(c) any Security Document;

(d) any Hedging Agreement;

(e) (d)any Subordination Deed;

(f) (e)any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(g) (f)any other document designated as such by the Facility Agent and the Borrower.

“Finance Party” means the Facility Agent, the Security Agent, the Arranger, the Account Bank or, a Lender or a Hedge Counterparty.

“Financial Indebtedness” means any indebtedness for or in relation to:

(a) moneys borrowed;

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

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

(d) the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

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

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

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

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

“First Priority Account Security” means a document creating first priority Security over any Account in agreed form.

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“Fleet Vessel”has the meaning given in Clause 19.2 (Guarantor’s financial covenants).

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.4 (Cost of funds).

“GAAP” means generally accepted accounting principles in the US including IFRS.

“General Assignment” means the general assignment creating Security over the Vessel’s Earnings, its Insurances and any Requisition Compensation in agreed form.

“Group” means the Guarantor and its Subsidiaries for the time being (including, but not limited to, the Borrower and the Shareholder) and “member of the Group” shall be construed accordingly.

“Guarantee” means the guarantee of the Guarantor contained in this Agreement.

“Hedge Receipts” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Agent by a Hedge Counter party under a Hedging Agreement.

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrower for the purpose of hedging interest payable under this Agreement.

“Hedging Agreement Security” means a hedging agreement security creating Security over the Borrower’s rights and interests in an Hedging Agreement in agreed form.

“Hedging Close Out Liabilities” means as at any relevant date the amount certified by any Hedge Counterparty to the Facility Agent as the net aggregate amount in dollars which would be payable by the Borrower under a Hedging Agreement at the relevant determination date as a result of termination or closing out under that Hedging Agreement.

“Hedging Prepayment Proceeds” means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

“Holding Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“IAPPC” means a valid international air pollution prevention certificate issued under MARPOL Annex VI;

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

“Indemnified Person” has the meaning given to it in Clause 14.2 (Other indemnities).

“Initial Market Value” means the Market Value of the Vessel determined in accordance with the valuations provided pursuant to paragraph 4.3 of Schedule 2, Part B.

“Insurances” means, in relation to the Vessel:

(a) all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, effected in relation to the Vessel, the Earnings

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or otherwise in relation to the Vessel whether before, on or after the date of this Agreement; and

(b) all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

“Interest Payment Date” has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 8.3 (Fixed rate of interest), Clause 9 (Interest Periods)and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default interest).

“Interpolated Screen Rate” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,

each as of the Specified Time for dollars.

“ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Lender” means:

(a) any Original Lender; and

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

which in each case has not ceased to be a Party in accordance with this Agreement.

“LIBOR” means, in relation to the Loan or any part of the Loan:

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(a) the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

“LMA” means the Loan Market Association.

“Loan” means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a “part of the Loan” means the Advance or any other part of the Loan as the context may require.

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

“Majority Lenders” means:

(a) if no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than 66% per cent. of the Total Commitments; or

(b) at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66% per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66% per cent. of the Loan immediately before such repayment.

“Management Agreement” means the Technical Management Agreement or the Commercial Management Agreement.

“Manager’s Undertaking” means the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager subordinating the rights of the Approved Technical Manager and the Approved Commercial Manager respectively against the Vessel and the Borrower to the rights of the Finance Parties and assigning the rights and interests of the Approved Technical Manager and the Approved Commercial Manager in the Insurances to the Finance Parties in agreed form.

“Margin” means 2.50 per cent. per annum.

“Market Value” means, in relation to the Vessel or any other vessel, at any date, the market value of the Vessel or vessel determined in accordance with Clause 24.7 (Provision of valuations)and prepared:

(a) unless otherwise specified, as at a date not more than 14 days previously;

(b) by an Approved Valuer or Approved Valuers;

(c) without physical inspection of the Vessel or vessel; and

(d) on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter,

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after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

“Material Adverse Effect” means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or

(b) the ability of any Transaction Obligor to perform its obligations under any Finance Document; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

“Maturity Date” means the earlier of (i) the date falling on the sixth anniversary of the Delivery Date and (ii) 31 December 22 September 2023.

“MOA” means the memorandum of agreement made or to be dated 12 September 2017 and made between (i) the Borrower as buyer and (ii) the Seller as seller for the purchase of the Vessel on terms acceptable to the Lenders.

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

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

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

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

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

“Mortgage” means the first priority Maltese ship mortgage on the Vessel in agreed form, as amended and supplemented by the Mortgage Amendment.

“Mortgage Amendment” means an amendment to the Mortgage in agreed form.

“Obligor” means the Borrower or the Guarantor.

“Original Financial Statements” means:

(a) in relation to the Guarantor the audited consolidated financial statements of the Group for its financial year ended 31 December 20162017; and

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(b) in relation to the Borrower its unaudited financial statements for its financial year ended 31 December 2016.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

“Parallel Debt” means any amount which an Obligor owes to the Security Agent under Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))or under that clause as incorporated by reference or in full in any other Finance Document.

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

“Party” means a party to this Agreement.

“Permitted Charter” means a Charter:

(a) which is a time, voyage or consecutive voyage charter;

(b) the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;

(c) which is entered into on bona fide arm’s length terms at the time at which the Vessel is fixed; and

(d) in relation to which not more than two months’ hire is payable in advance,

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Permitted Financial Indebtedness” means:

(a) any Financial Indebtedness incurred under the Finance Documents;

(b) any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to the Subordination Deed or otherwise and which is, in the case of any such Financial Indebtedness of the Borrower, the subject of Subordinated Debt Security.

“Permitted Security” means:

(a) Security created by the Finance Documents;

(b) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(c) liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice;

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(d) liens for salvage;

(e) liens for master’s disbursements incurred in the ordinary course of trading; and

(f) any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel and not as a result of any default or omission by the Borrower and subject, in the case of liens for repair or maintenance, to Clause 23.17 (Restrictions on chartering, appointment of managers etc.).

“Permitted Ultimate Beneficial Ownership Change” means the Ultimate Beneficial Owner becoming the ultimate legal, direct or indirect, beneficial owner of the total issued share capital of the Borrower by way of transfer of all the shares of the Borrower to an entity which is wholly beneficially owned by the Ultimate Beneficial Owner and approved by all the Lenders in their sole discretion, subject to paragraph (f) of Clause 26.10 (Ownership of the Obligors and the Shareholder).

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

“Pre-positioning Bank” means the bank referred to in paragraph (a) of Cause 5.6 (Prepositioning of funds).

“Prohibited Person” means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed.

“Protected Party” has the meaning given to it in Clause 12.1 (Definitions).

“Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance executed or to be executed between the Borrower and the Seller in relation to the Vessel pursuant to the MOA.

“Purchase Price” means the total price of $57,000,000, being the total amount of the yard instalments previously paid to the Seller ($11,312,000) plus the balance of the contract price ($45,688,000)_;payable for the Vessel under clause 1 of the MOA.

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

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Reference Bank Quotation” means any quotation supplied to the Facility Agent by a Reference Bank.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

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(a) if:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, as the rate at which the relevant Reference Bank could fund itself in dollars for the relevant period with reference to the unsecured wholesale funding market.

“Reference Banks” means the principal London offices of any three banks from the ICE LIBOR panel or such other entities as may be appointed by the Facility Agent in consultation with the Borrower.

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

“Relevant Interbank Market” means the European London interbank market.

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

(a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c) any jurisdiction where it conducts its business; and

(d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

“Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Repeating Representation” means each of the representations set out in Clause 17 (Representations)except Clause 17.10 (Insolvency), Clause 17.11 (No filing or stamp taxes), Clause 17.12 (Deduction of Tax)and Clause 17.17 (No proceedings pending or threatened)and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

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

“Requisition” means:

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(a) any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto)by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b) any capture or seizure of the Vessel (including any hijacking or theft) by any person whatsoever.

“Requisition Compensation” includes all compensation or other moneys payable to the Borrower by reason of any Requisition or any arrest or detention of the Vessel in the exercise or purported exercise of any lien or claim.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctions” means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a) imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or

(b) otherwise imposed by any law or regulation.

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters.  If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Second Priority Account Security” means a document creating second priority Security over the Earnings Account in agreed form.

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Creditor Party under or in connection with each Finance Document.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

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“Security Document” means:

(a) any Shares Security;

(b) any Mortgage;

(c) any Deed of Covenant;

(d) any General Assignment;

(e) any Account Security;

(f) any Charterparty Assignment;

(g) any Hedging Agreement Security:

(h) (g)any Manager’s Undertaking;

(i) (h)any Subordinated Debt Security;

(j) (i)any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(k) (j)any other document designated as such by the Facility Agent and the Borrower.

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

(a) the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Creditor Parties and all proceeds of that Transaction Security;

(b) all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Security Agent as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Security Agent as trustee for the Creditor Parties;

(c) the Security Agent’s interest in any turnover trust created under the Finance Documents;

(d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties,

except:

(i) rights intended for the sole benefit of the Security Agent; and

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(ii) any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

“Selection Notice” means a notice substantially in the form set out in Part B of Schedule 3 (Requests)given in accordance with Clause 9 (Interest Periods).

“Shareholder” means Zills Shareholders Inc., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Comples, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

“Servicing Party” means the Facility Agent or the Security Agent.

“Seller” means, together, the Builder and China Shipbuilding Trading Company, Limited, a corporation organized and existing under the Laws of the People’s Republic of China, having its registered office at Fangyuan Mansion, 56(Yi) Zhongguancun Nan Da Jie, Beijing 100044, the People’s Republic of China.

“Shareholder” means Oil Tankers Investments Inc., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

“Shares Security” means a document creating Security over the share capital in the Borrower in agreed form.

“Specified Time” means a day or time determined in accordance with Schedule 7 (Timetables).

“Subordinated Creditor” means:

(a) a Transaction Obligor; or

(b) any other person who becomes a Subordinated Creditor in accordance with this Agreement.

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

“Subordinated Finance Document” means:

(a) a Subordinated Loan Agreement; and

(b) any other document relating to or evidencing Subordinated Liabilities.

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordinated Loan Agreement” means any loan agreement made or to be made between (i) the Borrower and (ii) a Subordinated Creditor.

“Subordination Deed” means a subordination deed entered into or to be entered into by each Subordinated Creditor and the Security Agent in agreed form.

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“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

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

“Tax Credit” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Payment” has the meaning given to it in Clause 12.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between the Borrower and the Approved Technical Manager regarding the technical management of the Vessel.

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Commitments” means the aggregate of the Commitments, being $35,000,000 at the date of this Agreement, all of which has been drawn down on the Drawdown Date.

“Total Loss” means:

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

(b) any Requisition of the Vessel unless the Vessel is returned to the full control of the Borrower within 30 days of such Requisition.

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

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

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of:

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

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

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

“Transaction Document” means:

(a) a Finance Document;

(b) a Subordinated Finance Document;

(c) the MOA;

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(d) any Charter; or

(e) any other document designated as such by the Facility Agent and the Borrower.

“Transaction Obligor” means an Obligor, the Shareholder, any Approved Manager or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate in the form set out in Schedule 4 (Form of Transfer Certificate)or any other form agreed between the Facility Agent and the Borrower.

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

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Ultimate Beneficial Owner” means Mr. George Economou, a citizen of Greece residing, as at the date of this Agreement, at 38 Boulevard du Jardin Exotique, 98000 Monaco, and/or any of his linear descendants;

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

“US” means the United States of America.

“US Tax Obligor” means:

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

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

“VAT” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“VAT Group” means two or more companies or limited liability partnerships which register as a single taxable entity for VAT purposes.

“Vessel” means the 158,000 deadweight metric tons crude tanker type of vessel, having Builder’s hull number 1352, which is to be was purchased by the Borrower under the MOA and

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which, on delivery, is to be is registered in the ownership of the Borrower with IMO No. 9773478 under the Approved Flag with the name “MARFA”.

“Write-down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule-; and

(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

1.2 Construction

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

(i) the “Account Bank”, the “Arranger”, the “Facility Agent”, any “Finance Party”, any “Lender”, any “Hedge Counterparty”, any “Obligor”, any “Party”, any “Creditor Party”, the “Security Agent”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

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

(iv) “document” includes a deed and also a letter, fax or telex;

(v) “expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vi) a “Finance Document”, a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended or, novated, supplemented, extended or restated;

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

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

(ix) “proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

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

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

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

(xiii) a time of day is a reference to Central European TimeAmsterdam time;

(xiv) any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

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

(xvi) “including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b) The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

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

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

1.3 Construction of insurance terms

In this Agreement:

“approved” means, for the purposes of Clause 21 (Insurance Undertakings), approved in writing by the Facility Agent;

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

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 21 (Insurance Undertakings)or any other provision of this Agreement or of another Finance Document;

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

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

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

1.4 Agreed forms of Finance Documents

References in Clause 1.1 (Definitions)to any Finance Document being in “agreed form” are to that Finance Document:

(a) in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or

(b) in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 42.2 (All Lender matters)applies, all the Lenders.

1.5 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

(b) Subject to Clause 42.3 (Other exceptions)but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c) Any Receiver, Delegate, Affiliate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 29.11 (Exclusion of liability), Clause 29.21 (Role of Reference Banks), Clause 29.22 (Third Party Reference Banks)or paragraph (b) of Clause 30.11 (Exclusion of liability)may, subject to this Clause 1.5 (Third party rights)and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

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SECTION 2

THE FACILITY

2 THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower a dollar term loan facility in an aggregate amount not exceeding the Total Commitments.  The amount of $35,000,000 has been drawn down on the Drawdown Date, of which an amount of $33,833,333.34 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

2.2 Finance Parties’ rights and obligations

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

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below.  The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3 PURPOSE

3.1 Purpose

The Borrower shall apply all amounts borrowed by it under the Facility only for the purpose of financing the Vessel in an aggregate principal amount not exceeding the lower of:

(a) 65 per cent. of the Initial Market Value of the Vessel; and

(b) $35,000,000.

3.2 Monitoring

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

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4 CONDITIONS OF DRAWDOWN

4.1 Conditions precedent to delivery of a Drawdown Request

The Borrower may not deliver a Drawdown Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent)in form and substance satisfactory to the Facility Agent.

4.2 Conditions precedent to prepositioning of funds

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation)if:

(a) on the date of the Drawdown Request and on the proposed Drawdown Date and before the Advance is made available:

(i) no Default is continuing or would result from the proposed Advance; and

(ii) the Repeating Representations to be made by each Transaction Obligor are true;

(b) on the Drawdown Date, the Facility Agent has received, or is satisfied that it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent)in form and substance satisfactory to the Facility Agent (acting on the instructions of all the Lenders).

4.3 Conditions precedent to release of the Advance

The Facility Agent shall only be obliged to release the Advance to the Seller on the Delivery Date if:

(a) on the Delivery Date and before the Advance is released:

(i) no Default is continuing or would result from the proposed release; and

(ii) the Repeating Representations to be made by each Transaction Obligor are true;

(b) on the Delivery Date, the Facility Agent has received, or is satisfied that it will receive when the Vessel is delivered to the Borrower under the MOA, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent)in form and substance satisfactory to the Facility Agent (acting on the instructions of all the Lenders).

4.4 Notification of satisfaction of conditions precedent

(a) The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent and subsequent referred to in Clause 4.1 (Conditions precedent to delivery of a Drawdown Request), Clause 4.2 (Conditions precedent to prepositioning of funds)and Clause 4.3 (Conditions precedent to release of the Advance).

(b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification.  The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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4.5 Waiver of conditions precedent

If the Lenders, at their discretion, permit the Advance to be prepositioned or released before any of the conditions precedent referred to in Clause 4 (Conditions of Drawdown), Clause 4.2 (Conditions precedent to prepositioning of funds)or Clause 4.3 (Conditions precedent to release of the Advance)has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the Drawdown Date or Delivery Date (as applicable) or such later date as the Facility Agent, acting with the authorisation of the Lenders, may agree in writing with the Borrower.

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SECTION 3

DRAWDOWN

5 DRAWDOWN

5.1 Delivery of a Drawdown Request

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Drawdown Request not later than the Specified Time.  The Parties acknowledge that the Facility has been utilised on the Drawdown Date.

5.2 Completion of a Drawdown Request

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

(i) the proposed Drawdown Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Drawdown comply with Clause 5.3 (Currency and amount);and

(iii) the proposed Interest Period complies with Clause 9 (Interest Periods).

(b) Only one Drawdown Request may be delivered.

5.3 Currency and amount

(a) The currency specified in a Drawdown Request must be dollars.

(b) The amount of the proposed Advance must be an amount which is not more than the Total Commitments.

(c) The amount of the proposed Advance must be an amount which would not oblige the Borrower to provide additional security or prepay part of the Advance if the ratio set out in Clause 24 (Security Cover)were applied and notice was given by the Facility Agent under Clause 24.1 (Minimum required security cover)immediately after the Advance was made.

5.4 Lenders’ participation

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

(b) The amount of each Lender’s participation in the Advance will be equal to the proportion borne by its Commitment to the Total Commitments immediately before making the Advance.

(c) The Facility Agent shall notify each Lender of the amount of the Advance and the amount of its participation in the Advance by the Specified Time.

5.5 Cancellation of Commitments

The Commitments which are unutilised at the end of the Availability Period shall then be cancelled.

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5.6 Prepositioning of funds

The Facility Agent shall, on the Drawdown Date, preposition the amounts which the Facility Agent receives from the Lenders in respect of the Advance by making payment of such amounts:

(a) to such account of the Seller and with such bank (the “Prepositioning Bank”) as provided in the MOA and as specified in the Drawdown Request;

(b) in like funds as the Facility Agent received from the Lenders in respect of the Advance; and

(c) on terms that:

(i) such amounts shall be held to the order of the Facility Agent by the Prepositioning Bank as provided in the MOA until such time as the Facility Agent releases such amounts to the Seller in accordance with Clause 5.7 (Disbursement of Advance)by countersigning the Protocol of Delivery and Acceptance;

(ii) such prepositioning shall constitute the making of the Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s participation in the Advance;

(iii) the date on which the Advance is prepositioned shall constitute the Drawdown Date.

5.7 Disbursement of Advance

The Facility Agent shall, on the Delivery Date, instruct the Prepositioning Bank to release the amount of the Advance to the Seller by countersigning the Protocol of Delivery and Acceptance subject to the provisions of Clause 4.3 (Conditions precedent to release of the Advance)and Clause 4.4 (Notification of satisfaction of conditions precedent).

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6 REPAYMENT

6.1 Repayment of Loan

(a) The Save as otherwise repaid or prepaid prior to the date of the Deed of Accession, Amendment and Restatement, the Borrower shall repay the Loan by:

(i) 24 22 equal consecutive quarterly instalments, each in an amount of $583,333.33 (each an “Instalment”),the first of which shall be repaid on the date falling three Months after the Drawdown Date22 June 2018, each subsequent Instalment shall be repaid at three-monthly intervals thereafter and the last Instalment shall be repaid on the Maturity Date; and

(ii) a balloon instalment of $21,000,000.08 (“Balloon Instalment”) shall be repaid on the Maturity Date together with the last Instalment.

(b) each of the Instalments referred to in paragraph (a)(i) above and the Balloon Instalment shall be a “Repayment Instalment”.

6.2 Effect of cancellation and prepayment on scheduled repayments

(a) If the Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality)then the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Available Commitments so cancelled.

(b) If the whole or any part of any Available Commitment is cancelled in accordance with Clause 7.2 (Automatic cancellation)or if the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitments), the Repayment Instalments for each Repayment Date falling after that cancellation will reduce pro rata by the amount of the Commitments so cancelled.

(c) If any part of the Loan is repaid or prepaid in accordance with Clause 7.1 (Illegality)then the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

(d) If any part of the Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) or Clause 7.5 Mandatory prepayment of Hedging Prepayment Proceeds) then the amount of the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

6.3 Maturity Date

On the Maturity Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.4 Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid or prepaid.

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7 PREPAYMENT AND CANCELLATION

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Advance or the Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b) upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c) the Borrower shall prepay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation prepaid.

7.2 Automatic cancellation

(a) The unutilised Commitment (if any) of each Lender shall be automatically cancelled at close of business on the date on which the Advance is made available.

7.3 Voluntary prepayment of Loan

(a) Subject to paragraph (b) below, the Borrower may, if it gives the Facility Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000 or a multiple of that amount).

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

7.4 Mandatory prepayment on sale, arrest or Total Loss

If the Vessel is sold, arrested or becomes a Total Loss, the Borrower shall repay prepay the Loan.  Such repayment prepayment shall be made:

(a) in the case of a sale of the Vessel, on or before the date on which the sale is completed by delivery of the Vessel to the buyer; or

(b) in the case of any arrest of the Vessel, where the Vessel is not within 30 days redelivered to the full control of the Borrower, on or before the date falling 45 days after the date of the arrest of the Vessel; or

(c) in the case of any piracy or hijacking of the Vessel, where the Vessel is not within 30 days redelivered to the full control of the Borrower, on or before the date falling 150 days after the date of such piracy or hijacking; or

(d) in the case of a Total Loss (excluding, for the avoidance of doubt, any arrest and piracy or hijacking of the Vessel where the Vessel is not within 30 days redelivered to the full control of

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the Borrower in which case paragraph (b) and (c) above will apply), on the earlier of (i) the date falling 120 days after the Total Loss Date and (ii) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

7.5 Mandatory prepayment of Hedging Prepayment Proceeds

Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment into the Earnings Account in accordance with Clause 26.2 (Payment of Earnings), be applied on the last day of the next Interest Period for the Loan which ends after such payment, in prepayment of the Loan.

7.6 7.5Restrictions

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

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepaymentand all other amounts accrued under the Finance Documents and, subject to the fee provided for in Clause 11.3 (Prepayment fee)and any Break Costs, without premium or penalty.

(c) The Borrower may not reborrow any part of the Facility which is prepaid.

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

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation)it shall promptly forward a copy of that notice to either the Borrower or the affected Lender and/or Hedge Counterparties, as appropriate.

(g) If all or part of any Lender’s participation in the Loan is repaid or prepaid, an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

7.7 7.6Application of prepayments

Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality))shall be applied pro rata to each Lender’s participation in that part of the Loan.

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SECTION 5

COSTS OF DRAWDOWN

8 INTEREST

8.1 Calculation of interest

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

(a) the Margin; and

(b) LIBOR.

8.2 Payment of interest

(a) The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).

(b) If an Interest Period is longer than three Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.

8.3 Fixed rate of interest

(a) The Borrower may, by giving not less than five Business Days’ notice in writing, request that a fixed rate of interest shall apply on the whole of the Loan for a period of 12 months or more by giving to the Facility Agent a notice which shall specify the period for which the fixed rate of interest shall apply and shall be given at least five Business Days before the end of the then current Interest Period.  The Facility Agent shall notify the Borrower of the fixed rate of interest to apply (which shall be determined at the level of the actual refinancing rates available to the Lenders (as certified by them) for the relevant period to which such fixed rate is to apply plus the Margin) and the Borrower shall either accept or refuse the offer promptly in writing and in any event within one Business Day.  Such offer and acceptance shall be in a form that shall constitute a Finance Document.  Once accepted, the Borrower may not revoke its acceptance and the relevant fixed rate of interest shall apply to the Loan from the first day of the next Interest Period.  If the Borrower refuses the offer or fails to accept it within the time permitted for acceptance, the other provisions of this Clause 8 (Interest)shall continue to apply.

(b) The Borrower acknowledges and agrees that in fixing the interest rate under this Clause 8.3 (Fixed rate of interest), a Lender may enter into internal or external interest rate swaps and that any claim, expense, liability or loss arising as a result of the early termination of such internal or external rate swap shall be for the account of the Borrower.

8.4 Default interest

(a) If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a

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duration selected by the Facility Agent.  Any interest accruing under this Clause 8.4 (Default interest)shall be immediately payable by the Obligor Obligorson demand by the Facility Agent.

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

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii) the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

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

8.5 Hedging

(a) The Borrower may enter into a Hedging Agreement with a Hedge Counterparty and shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging).

(b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the amount of the Loan.

(c) Each Hedging Agreement shall:

(i) be with a Hedge Counterparty;

(ii) be for a term ending on or before the Maturity Date;

(iii) have settlement dates coinciding with the Interest Payment Dates;

(iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and

(v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.

(d) The rights of the Borrower under the Hedging Agreements shall be charged or assigned by way of security under a Hedging Agreement Security.

(e) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.

(f) Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent.

(g) Paragraph (f) (f)above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Security

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(h) If, at any time the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan outstanding at that time, the Borrower must promptly notify the Facility Agent and must at the request of the Facility Agent reduce the a aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan outstanding then or that will be outstanding as a result of any such repayment or prepayment.

(i) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (h) (h) above will be apportioned as between those transactions pro rata.

(j) The Borrower may voluntarily, with prior written notice to the relevant Hedge Counterparty and the Facility Agent, terminate or close out any transactions in respect of any Hedging Agreement in whole or in part at any time in accordance with the terms of the relevant Hedging Agreement.

(k) Subject to paragraph (i) above, neither a Hedge Counterparty nor the Borrower may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except:

(i) in accordance with paragraphs (h) and (i)(h) above;

(ii) on the occurrence of an Illegality or Tax Event (as each such expression is defined in the relevant Hedging Agreement;

(iii) in the case of termination or closing out by a Hedge Counterparty if the Facility Agent serves notice under paragraph (b) Clause 26.18 26.18(Acceleration) or, having served notice under paragraph (c) (c)of Clause 26.18 (Acceleration) makes a demand;

(iv) if the Borrower has defaulted on any payment due under the Hedging Agreement (after allowing any applicable notice or grace periods):

(v) if an Event of Default occurs under Clauses 26.7 (Insolvency), 26.8 (Insolvency proceedings) or 26.9 (Creditors’ process);

(vi) in the case of any other termination or closing out by a Hedge Counterparty or the Borrower, with the consent of the Facility Agent: or

(vii) if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full;

(l) If a Hedge Counterparty or the Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iv) (v) and (vi) of paragraph (j)(j)above, it shall promptly notify the Facility Agent of that termination or close out.

(m) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iv) of paragraph (j), (j)above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent.

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(n) A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.

(o) Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of securit b the Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent.

(p) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

(q) The Security Agent shall not be liable for the performance of the Borrower’s obligations under a Hedging Agreement.

(r) Neither the Borrower nor any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of the Security Agent.

8.6 8.5Notification of rates of interest

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

(b) The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.

9 INTEREST PERIODS

9.1 Selection of Interest Periods

(a) The first Interest Period for the Loan as specified in the Drawdown Request shall be three Months from the Drawdown Date.

(b) Subject to paragraph (g) below, the Borrower may select each subsequent Interest Period in respect of the Loan in a Selection Notice.

(c) Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than the Specified Time.

(d) If the Borrower fails to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (b) and (c) above, the relevant Interest Period will, subject to Clause 9.2 (Changes to Interest Periods)and paragraph (g) below, be three Months.

(e) Subject to Clause 8.3 (Fixed rate of interest)and this Clause 9 (Interest Periods), the Borrower may select an Interest Period of three Months or any other period (up to a maximum of 12 Months) agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders).

(f) An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the Maturity Date.

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(g) In respect of a Repayment Instalment, the Borrower may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (e) above, select a longer Interest Period for the remaining part of the Loan.

(h) Subject to paragraph (i) below, the first Interest Period for the Loan shall start on the Drawdown Date and each subsequent Interest Period shall start on the last day of the preceding Interest Period.

(i) Except for the purposes of paragraph (g) above and Clause 9.2 (Changes to Interest Periods)below, the Loan shall have one Interest Period only at any time.

9.2 Changes to Interest Periods

(a) In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Facility Agent may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (e) of 9.1 (Selection of Interest Periods).

(b) If after the Borrower has selected and the Lenders have agreed an Interest Period longer than three Months, any Lender notifies the Facility Agent within two Business Days after the Specified Time relating to the relevant Drawdown Request or Selection Notice that it is not satisfied that deposits in dollars for a period equal to the Interest Period will be available to it in the Relevant Interbank Market when the Interest Period commences, the Facility Agent shall shorten the Interest Period to three Months.

(c) If the Facility Agent makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods),it shall promptly notify the Borrower and the Lenders.

9.3 Non-Business Days

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

10 CHANGES TO THE CALCULATION OF INTEREST

10.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) dollars; or

(ii) the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.

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(c) Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 10.4 (Cost of funds)shall apply to the Loan or that part of the Loan for that Interest Period.

10.2 Calculation of Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

10.3 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Facility Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 10 per cent. of the Loan or the relevant part of the Loan as appropriate) (the “Relevant Lender”) that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds)shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period..

10.4 Cost of funds

(a) If this Clause 10.4 (Cost of funds)applies, the rate of interest on each Lender’s share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

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

(b) If this Clause 10.4 (Cost of funds)applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c) Subject to Clause 42.4 (Replacement of Screen Rate), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d) If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e) If this Clause 10.4 (Cost of funds)applies pursuant to Clause 10.3 (Market disruption)and:

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(i) a Lender’s Funding Rate is less than LIBOR; or

(ii) a Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above,

the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

10.5 Notification to Borrower

If Clause 10.4 (Cost of funds)applies the Facility Agent shall, as soon as is practicable, notify the Borrower.

10.6 Break Costs

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

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

11 FEES

11.1 Commitment fee

(a) The Borrower shall pay has paid to the Facility Agent (for the account of each Lender) a fee computed at the rate of 1.00 per cent. per annum on that Lender’s Available Commitment from time to time for the Availability Period.

(b) The accrued commitment fee is was payable on the last day of each successive period of three Months which ends ended during the Availability Period, on the last day of the Availability Period and, if cancelled, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is was effective.

11.2 Arrangement fee

The Borrower shall pay has paid to the Arranger a non-refundable arrangement fee in the amount of $315,000 on the date of this Agreement.

11.3 Prepayment fee

(a) Subject to paragraph (c) below, the Borrower must pay to the Facility Agent for each Lender a prepayment fee on the date of prepayment of all or any part of the Loan in the case of a refinancing of all or any part of the Loan by any bank, financial institution, trust, fund or any entity other than a Lender.

(b) The amount of the prepayment fee is:

(i) if the prepayment occurs on or before the first anniversary of the Drawdown Date, three per cent. of the amount prepaid;

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(ii) if the prepayment occurs after the first but on or before the second anniversary of the Drawdown Date, two per cent. of the amount prepaid; and

(iii) if the prepayment occurs after the second but on or before the third anniversary of the Drawdown Date, one per cent. of the amount prepaid.

(c) No prepayment fee shall be payable under this Clause if the prepayment is made after the third anniversary of the Drawdown Date.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12 TAX GROSS UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

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

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

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

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

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

(c) This Clause12(Tax Gross Up and Indemnities shall not apply to any Hedging Agreement.

12.2 Tax gross-up

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

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

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

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

(e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance

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Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3 Tax indemnity

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

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

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

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

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

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

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up);or

(B) relates to a FATCA Deduction required to be made by a Party.

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

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

12.4 Tax Credit

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

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

(b) that Finance Party has obtained and utilised that Tax Credit,

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

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12.5 Stamp taxes

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

12.6 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT.  The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 12.6 (VAT)to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a

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member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

12.7 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If the Borrower is a US Tax Obligor, or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 Business Days of:

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(i) where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii) where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii) where the Borrower is not a US Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent:

(A) (i)a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) (ii)any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent).  The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification.  The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

12.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

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13 INCREASED COSTS

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii) compliance with any law or regulation made,

in each case after the date of this Agreement; or

(iii) the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b) In this Agreement:

(i) “Basel III” means:

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

(ii) “CRD IV” means:

(A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;

(B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and

(C) any other law or regulation which implements Basel III.

(iii) “Increased Costs” means:

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

(B) an additional or increased cost; or

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

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

13.2 Increased cost claims

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

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

13.3 Exceptions

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

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

(b) attributable to a FATCA Deduction required to be made by a Party;

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

(d) compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost); or

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

(f) incurred by a Hedge Counterparty in its capacity as such.

14 OTHER INDEMNITIES

14.1 Currency indemnity

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

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

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

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

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

(c) This Clause 14.1 (Currency Indemnity) does not applyto a Hedge Counterparty in its capacity as such.

14.2 Other indemnities

(a) Each Obligor shall, within two Business Days of demand, indemnify each Creditor Party against any cost, loss or liability incurred by it as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 32 (Sharing among the Finance Parties);

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

(iv) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

(b) Each Obligor shall, within two Business Days of demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities)an “Indemnified Person”),against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, the Vessel unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c) Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii) in connection with any Environmental Claim.

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(d) Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities)subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

14.3 Mandatory Cost

The Borrower shall, within two Business Days of demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

(a) in the case of a Lender lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank for any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and

(b) in the case of any Lender lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),

which, in each case, is referable to that Lender’s participation in the Loan.

14.4 Indemnity to the Facility Agent

Each Obligor shall, within two Business Days of demand, indemnify the Facility Agent against:

(a) any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

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

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

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and

(b) any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.)notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

14.5 Indemnity to the Security Agent

(a) Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them:

(i) in relation to or as a result of:

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(A) any failure by the Borrower to comply with its obligations under Clause 15 (Costs and Expenses);

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

(C) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.

(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).

(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Creditor Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent)and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

15 COSTS AND EXPENSES

15.1 Transaction expenses

The Obligors shall, within two Business Days of demand, pay the Facility Agent, the Security Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any Creditor Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

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

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

15.2 Amendment costs

If:

(a) a Transaction Obligor requests an amendment, waiver or consent; or

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(b) an amendment is required pursuant to Clause 33.9 (Change of currency);or

(c) a Transaction Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,

the Obligors shall, within two Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Creditor Party in responding to, evaluating, negotiating or complying with that request or requirement.

15.3 Enforcement and preservation costs

The Obligors shall, on demand, pay to each Creditor Party the amount of all costs and expenses (including legal fees) incurred by that Creditor Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Creditor Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

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SECTION 7

GUARANTEE

16 GUARANTEE AND INDEMNITY

16.1 Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

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

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

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due.  The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 16 (Guarantee and Indemnity)if the amount claimed had been recoverable on the basis of a guarantee.

16.2 Continuing guarantee

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

16.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Creditor Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 16 (Guarantee and Indemnity)will continue or be reinstated as if the discharge, release or arrangement had not occurred.

16.4 Waiver of defences

The obligations of the Guarantor under this Clause 16 (Guarantee and Indemnity)and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 16.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 16 (Guarantee and Indemnity)or in respect of any Transaction Security (without limitation and whether or not known to it or any Creditor Party) including:

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

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

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

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

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

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

(g) any insolvency or similar proceedings.

16.5 Immediate recourse

The Guarantor waives any right it may have of first requiring any Creditor Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 16 (Guarantee and Indemnity).This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

16.6 Appropriations

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

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

(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 16 (Guarantee and Indemnity).

16.7 Deferral of Guarantor’s rights

All rights which the Guarantor at any time has (whether in respect of this Guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have (whether in

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respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16 (Guarantee and Indemnity):

(a) to be indemnified by a Transaction Obligor;

(b) to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor’s obligations under the Finance Documents;

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

(d) to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 16.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Transaction Obligor; and/or

(f) to claim or prove as a creditor of any Transaction Obligor in competition with any Creditor Party.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Creditor Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Creditor Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 33 (Payment Mechanics).

16.8 Additional security

This Guarantee and any other Security given by the Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Creditor Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

16.9 Applicability of provisions of Guarantee to other Security

Clauses 16.2 (Continuing guarantee), 16.3 (Reinstatement), 16.4 (Waiver of defences), 16.5 (Immediate recourse), 16.6 (Appropriations), 16.7 (Deferral of Guarantor’s rights) and 16.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

16.10 Release of Guarantor

If a Permitted Ultimate Beneficial Ownership Change is effected (subject to the terms of paragraph (f) of Clause 26.10 (Ownership of the Obligors and the Shareholder)), the Finance Parties will release the Guarantor from its obligations under this Guarantee subject to:

(a) a person in all respects acceptable to the Facility Agent (acting with the authorisation of all the Lenders in their sole and absolute discretion) (the “New Guarantor”) providing, in substitution

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of this Guarantee, a guarantee of all the Borrowers’ obligations under this Agreement and the other Finance Documents in such form and by no later than such date as the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) may require; and

(b) the Facility Agent receiving any other documents as it or any other Finance Party may require in connection with the New Guarantor and the release of the Guarantor (including, but not limited to, those referred to at paragraphs 1, 4 and 5 of Part A of Schedule 2) in form and substance satisfactory to the Facility Agent.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17 REPRESENTATIONS

17.1 General

Each Obligor makes the representations and warranties set out in this Clause 17 (Representations)to each Finance Party on the date of this Agreement.

17.2 Status

(a) It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b) It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.

17.3 Share capital and ownership

(a) The Borrower is authorised to issue 500 registered shares with a par value of $20 each, all of which shares have been issued fully paid.

(b) The Guarantor is authorised to issue 500 1,000,000,000registered shares of common stock with a par value of $20 each, all 0.01 each and 500,000,000 registered preferred shares with a par value of $0.01 each, of which 99,774.604 registered shares of common stockhave been issued fully paidand are outstanding as at the date of the Deed of Accession, Amendment and Restatement.

(c) The legal title to and beneficial interest in the shares in the Borrower is held free of any Security (other than Permitted Security) or any other claim by the Shareholder.

(d) The Borrower is 100 per cent. owned directly or indirectly (but, if indirectly, only through the Shareholder), by the Guarantor (unless a Permitted Ultimate Beneficial Ownership Change has been effected in accordance with, and subject to, the terms of paragraph (f) of Clause 26.10 (Ownership of the Obligors and the Shareholder)).

(e) (d)Its  The ultimate beneficial ownership and control is maintained by the Disclosed Person(s).of at least 50.1 per cent. of the issued and outstanding common stock of the Guarantor and the votint rights attaching to those shares is held directly or indirectly, by the Ultimate Beneficial Owner.

(f) (e)None of the shares in the Borrower is subject to any option to purchase, pre-emption rights or similar rights.

17.4 Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

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17.5 Validity, effectiveness and ranking of Security

(a) Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b) No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c) The Transaction Security granted by it to the Security Agent or any other Creditor Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking security.

(d) No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

17.6 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) the constitutional documents of any Transaction Obligor; or

(c) any agreement or instrument binding upon it or any Transaction Obligor or any Transaction Obligor’s assets or constitute a default or termination event (however described) under any such agreement or instrument.

17.7 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise

(i) its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii) in the case of the Borrower, its registration of the Vessel under the Approved Flag.

(b) No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

17.8 Validity and admissibility in evidence

All Authorisations required or desirable:

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

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(b) to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and are in full force and effect.

17.9 Governing law and enforcement

(a) The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b) Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

17.10 Insolvency

No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.8 (Insolvency proceedings);or

(b) creditors’ process described in Clause 26.9 (Creditors’ process),

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 26.7 (Insolvency)applies to a member of the Group.

17.11 No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents.

17.12 Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

17.13 No default

(a) No Event of Default and, on the date of this Agreement, the Drawdown Date and the Delivery Date, no Default is continuing or might reasonably be expected to result from the making of the Drawdown or the release of the Advance to the Seller by the Prepositioning Bank (following the countersigning of the Protocol of Delivery and Acceptance by the Facility Agent) or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b) No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject.

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17.14 No misleading information

(a) Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c) Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

17.15 Financial Statements

(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements give a true and fair view of its financial condition as at the end of the relevant financial year and results of operations during the relevant financial year (consolidated in the case of the Guarantor).

(c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Guarantor) since 31 December 2016.

(d) Its most recent financial statements delivered pursuant to Clause 18.2 (Financial statements):

(i) have been prepared in accordance with Clause 18.4 (Requirements as to financial statements);and

(ii) give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Guarantor).

(e) Since the date of the most recent financial statements delivered pursuant to Clause 18.2 (Financial statements)there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).

17.16 Pari passu ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

17.17 No proceedings pending or threatened

(a) No material litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) have been started or threatened against it or any other Transaction Obligor (in the case of an Approved Manager, in connection

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with the Vessel or the Borrower), other than as disclosed to the Facility Agent and the public filings of the Guarantor with the US Securities and Exchange Commission.

(b) No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor (in the case of an Approved Manager, in connection with the Vessel or the Borrower).

17.18 Validity and completeness of the Transaction Documents

(a) Each of the Transaction Documents to which the Seller, any Charterer and each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations of the Seller, the Charterer and each Transaction Obligor.

(b) The copies of the Transaction Documents delivered to the Facility Agent before the date of this Agreement are true and complete copies.

(c) No amendments or additions to the Transaction Documents have been agreed nor has any of the Seller, any Charterer or any Transaction Obligor waived any of its respective rights under the Transaction Documents.

17.19 No rebates etc.

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower, the Seller or a third party in connection with the purchase by the Borrower of the Vessel, other than as disclosed to the Facility Agent in writing on or before the date of this Agreement.

17.20 Valuations

(a) All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

(b) It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(c) There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

17.21 No breach of laws

It has not (and no other Transaction Obligor has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

17.22 No Charter

Except as disclosed by the Borrower to the Security Agent in writing on or before the date of this Agreement, the Vessel is not subject to any Charter other than a Permitted Charter.

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17.23 Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of the Vessel and the business of each Transaction Obligor (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

17.24 No Environmental Claim

No Environmental Claim has been made or threatened against any Transaction Obligor or the Vessel.

17.25 No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

17.26 ISM and ISPS Code compliance

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

17.27 Taxes paid

(a) It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.

17.28 Financial Indebtedness

(a) The Borrower has no Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

(b)                  The Guarantor has no Financial Indebtedness outstanding other than Permitted Financial Indebtedness and any Financial Indebtedness incurred in the ordinary course of its business to be granted by the Guarantor securing the obligations of any of its Subsidiaries).

(b) (c)The Borrower has not acquired or invested in any additional assets and/or investments other than the Vessel.

17.29 Overseas companies

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

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17.30 Good title to assets

It and each other Transaction Obligor has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

17.31 Ownership

(a) The Borrower is the sole legal and beneficial owner of all rights and interests which the MOA creates in favour of the Borrower.

(b) With effect on and from the Delivery Date, the The Borrower will be is the sole legal and beneficial owner of the Vessel, the Earnings and the Insurances.

(c) With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.

(d) The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrower on creation or enforcement of the security conferred by the Security Documents.

17.32 Place of business

No Transaction Obligor has a place of business in the United Kingdom or the United States of America.

17.33 No employee or pension arrangements

No Transaction Obligor (other than an Approved Manager and the Guarantor) has any employees or any liabilities under any pension scheme.

17.34 Sanctions

(a) No Transaction Obligor:

(i) and no director or officer, or to the best of its knowledge employee, of a Transaction Obligor, is a Prohibited Person;

(ii) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; or

(iii) owns or controls a Prohibited Person.

(b) No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

17.35 US Tax Obligor

No Transaction Obligor is a US Tax Obligor.

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17.36 Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Drawdown Request and the first day of each Interest Period.

18 INFORMATION UNDERTAKINGS

18.1 General

The undertakings in this Clause 18 (Information Undertakings)remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

18.2 Financial statements

(a) Subject to paragraph 18.2(c) below, each Obligor shall supply to the Facility Agent in sufficient copies for all the Lenders:

(i) as soon as they become available, but in any event within 180 days after the end of each of its financial years :(commencing with the financial year ended on 31 December 2017):

(A) its the unaudited financial statements of the Borrower for that financial year; and

(B) the audited consolidated financial statements of the Guarantor for that financial year;

(ii) as soon as the same become available, but in any event within 90 days after the end of each half of each of its financial years :(commencing with the financial half year ended on 31 December 2017), the unaudited financial statements of the Borrower for that financial half year; and

(A)its unaudited financial statements for that financial half year; and

(iii) as soon as the same become available, but in any event within 90 days after the end of each quarter of each of its financial years comnnencing with the financial quarter ended on 31 December 2017), the unaudited consolidated financial statement statements of the Guarantor for that financial half yearquarter,

Provided that in the case of the unaudited financial statements to be provided by the Borrowerunder sub-paragraph (a)(ii) above, such unaudited financial statements shall not be required in relation to a half year ending at the financial year-end in addition to the audited financial statements to be provided under sub-paragraph (a)(i)above(A) above.

(b) The financial statements required to be provided by the Obligors under paragraph (a) above shall include, or shall be supplemented by, updated details of all off balance sheets and time charter hire commitments.

(c) (b)To the extent that the financial statements and other information required to be provided by each Obligor to the Facility Agent under paragraph (a) above are published on the internet

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by, or on behalf of such Obligor, such statements and information must be made immediately available to the Facility Agent and in any event within 5 Business Days of such publication.

18.3 Compliance Certificate

(a) Each Obligor The Guarantor shall supply to the Facility Agent, with each set of financial statements delivered pursuant to sub paragraph (B) of paragraph (a)(i) or sub (iii) and paragraph (a)(iii) of Clause 18.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 19 (Financial Covenants)as at the date as at which those financial statements were drawn up and including, without limitation, valuations (at the cost of the Borrower) in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel.

(b) Each Compliance Certificate shall be signed by an officer or any other authorised signatory of the relevant ObligorGuarantor.

18.4 Requirements as to financial statements

(a) Each set of financial statements delivered by the Borrower an Obligorpursuant to Clause 18.2 (Financial statements)shall be certified by an officer or any other authorised signatory of the company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 18.2 (Financial statements)is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of that Obligor) deliver to the Facility Agent:

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

(ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 19 (Financial Covenants)has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

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

18.5 Information: miscellaneous

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

(a) upon the Facility Agent’s request, all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched unless, in the

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case of the Guarantor, it is clear that such documents dispatched by the Guarantor are not considered material in the context of any Finance Document;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, or to the best of the Obligor’s knowledge threatened or pending, against any Transaction Obligor or any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;

(c) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any Transaction Obligor or any member of the Group and which might have a Material Adverse Effect;

(d) promptly, its constitutional documents where these have been amended or varied;

(e) promptly, such further information and/or documents regarding:

(i) the Vessel, goods transported on the Vessel, the Earnings or ,the Insurances, the Shareholder or any other Transaction Obligor;

(ii) the Security Assets;

(iii) compliance of the Transaction Obligors with the terms of the Finance Documents; and

(iv) the financial condition, business and operations of any member of the Group, as any Finance Party (through the Facility Agent) may reasonably request; and

(f) promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority.

18.6 Notification of Default

(a) Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Facility Agent:

(i) of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor); and

(ii) promptly upon becoming aware of the same, of any breach of any Sanctions applicable to the Vessel, any Transaction Obligor or any party to any agreement relating to the Vessel.

(b) Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by an authorised signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

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18.7 Use of websites

(a) Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the “Website Lenders”) which accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the “Designated Website”) if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the relevant Obligor and the Facility Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent.

(c) An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Obligors shall comply with any such request within 10 Business Days.

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18.8 “Know your customer” checks

(a) If:

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

(ii) any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor) after the date of this Agreement;; or

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

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

(b) Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing Party to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19 FINANCIAL COVENANTS

19.1 Borrower’s minimum liquidity

The Borrower shall maintain in the Earnings Account, as from the Drawdown Date and at all times thereafter during the Security Period, a credit balance in an amount of not less than $750,000 (the “Borrower’s Minimum Liquidity Amount”) which shall be pledged pursuant to the Account Security and which shall remain blocked and may not be withdrawn.

19.2 Guarantor’s financial covenants

The Guarantor shall ensure that at all times during the Security Periodthe following covenants shall be complied with:

(a) the Book Equity shall not be less than $100,000,000;

(a) (b)the Working Capital shall be greater than zero;

(b) (c)it has Cash and Cash Equivalents of the Guarantor (on a consolidated basis) of at least $850,000 per each Fleet Vessel15,000,000; and

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(c) (d)the ratio of Net Interest Bearing Debt toTotal Net Liabilities to Net Market Value Adjusted Total Assets shall be less than 0.75:1; and50 per cent.

(e) the ratio of EBITDA to Net Interest Expense, on a trailing four quarter basis, shall be greater than or equal to 2.5:1.

In this Clause 19.2 (Guarantor’s financial covenants):

“Book Equity” means, in respect of any Relevant Period, the value of the equity of the Group determined on a consolidated basis and as shown in the Latest Financial Statements.

“Cash and Cash Equivalents” means, at any relevant time, the aggregate of:

(a) cash in hand or on deposit with any bank;

(b) Marketable Securities valued at their then published market value rates owned by the members of the Group at that date; and

(c) any other instrument, security or investment approved by the Majority Lenders,

(d) which are free from any Security and/or restrictions and to which any member of the Group is beneficially entitled at that time and which are readily available to the members of the Group and capable of being applied against Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to a Security if the sole purpose of such deposit and/or restriction and/or Security is the maintenance of a minimum liquidity covenant under borrowing arrangements of any member of the Group, as demonstrated by the then most recent Financial Statements.

“Current Assets” means, in respect of any Relevant Period, the amount of the current assets of the Guarantor and the members of the Group (on a consolidated basis) as shown in the Latest Financial Statements.

“Current Liabilities” means, in respect of any Relevant Period, the amount of the current liabilities of the Guarantor and the members of the Group (on a consolidated basis) falling due within twelve (12as shown in the Latest Financial Statements)months less the current portion of long term debt liabilities maturing after six (6) months of the relevant Testing Date, as shown in the Latest Financial Statements.

“EBITDA” means, at any time and in relation to any Relevant Period, the consolidated net taxation profits of the Group for the twelve month period ending at the end of the said Relevant Period, as demonstrated by the Latest Financial Statements and all as adjusted by:

(a) adding back Net Interest Expense for such twelve month period;

(b) taking no account of any exceptional or extraordinaly item; and

(c) adding back depreciation and amortisation of assets.

“Fleet Vessels” means all vessels (including the Vessel) from time to time directly or indirectly owned by the Guarantor (each, a “Fleet Vessel”).

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“Latest Financial Statements” means the financial statements of the Guarantor which are required to be delivered pursuant to Clause 18.2 (Financial statements)relating to a period ending on a Testing Date.

“Market Value Adjusted Total Assets” means, in respect of any Relevant Period, Total Assets adjusted to reflect the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels.

“Marketable Securities” means any bonds, stocks, notes or bills payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Facility Agent.

“Net Interest Bearing Debt Market Value Adjusted Total Assets” means, in respect of any Relevant Period, the amount of total liabilities of the Guarantor (as such term is defined in the Latest Financial Statements) at any time on a consolidated basis which would be includded in the Latest Financial Statements as total interest bearing debt in interest bearing debt (as such term is defined in the Latest Financial Statements) less Cash and Cash Equivelents.Market Value Adjusted Total Assets less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

“Net Interest Expense” means, in respect of any Relevant Period, the aggregate of all interest, commitment and other fees, commissions, discounts and other costs, charges or expenses accruing due from all the members of the Group during that accounting period less interest income received, determined on a consolidated basis as shown in the consolidated statements of income for the Guarantor in the Latest Financial Statemetns.

“Relevant Period” means each period of six three months ending on 31 March, 30 June and each period of twelve months ending on,30 September and 31 December in each financial year of the Guarantor.

“Testing Date” means the last date of any half yearly quarterly period to atthe end of which the financial statements of the Guarantor that are required to be delivered pursuant to paragraph (a)(ii)(B18.2(a) of Clause 18.2 (Financial statements)are prepared.

“Total Assets” means, in respect of any Relevant Period, the aggregate book value of all current assets, fixed assets, and other assets and restricted cash of the Guarantor on a consolidated basis as shown in the Latest Financial Statements but excluding any assets held on trust.

“Total Liabilities” means, in respect of any Relevant Period, the aggregate book value of all liabilities of the Guarantor at any time on a consolidated basis as shown in the Latest Financial Statements.

“Total Net Liabilities” means, in respect of any Relevant Period, Total Liabilities less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

“Working Capital” means, in respect of any Relevant Period, Current Assets less Current Liabilities.

19.3 Testing

The financial covenants set out in Clause 19.2 (Guarantor’s financial covenants)be calculated as per each Testing Date in accordance with GAAP and tested by reference to each of the

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financial statements of the Guarantor delivered pursuant to sub paragraph paragraphs (a) of paragraph (i)(B) or sub paragraph (iii) of paragraph (a)(ii) Clause 18.2 (Financial statements)and/or each Compliance Certificate delivered pursuant to Clause 18.3 (Compliance Certificate).

19.4 Most favoured nation

Each Obligor undertakes to procure that the Creditor Parties shall receive no less favourable treatment under this Agreement than that provided or to be provided by a member of the Group to creditors under other loan and/or credit facility agreements (as the same may be amended and supplemented from time to time) entered or to be entered into by any member of the Grourp, in relation to any financial covenants, in respect of the Guarantor and/or any cross default provisions under such agreements.  Accordingly, should any member of the Group provide to any other creditor more favourable treatment in relation to any financial covenants in respect of the Guarantor and/or any cross default provisions than those which the Creditor Parties have been provided with under this Agreement or any other Finance Document, each Obligor shall promptly advise the Facility Agent of those arrangements, covenants and provisions and shall, upon the Facility Agent’s request, enter into and, as the case may be, ensure that any other member of the Group will enter into, such documentation supplemental to the Finance Documents as the Lenders may require in order to achieve parity with the creditors under such other financings.

20 GENERAL UNDERTAKINGS

20.1 General

The undertakings in this Clause 20 (General Undertakings)remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (such permission not to be unreasonably withheld in the case of Clause 20.12 in relation to an Approved Manager).

20.2 Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of the Vessel to enable it to:

(i) perform its obligations under the Transaction Documents to which it is a party;

(ii) ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction and in the state of the Approved Flag at any time of the Vessel or any Transaction Document to which it is a party; and

(iii) own and operate the Vessel (in the case of the Borrower).

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20.3 Compliance with laws

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

20.4 Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will:

(a) comply with all Environmental Laws;

(b) obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

20.5 Environmental claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, (through the Guarantor), promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

20.6 Taxation

(a) Each Obligor shall, and shall procure that each other Transaction Obligor (other than an Approved Manager) will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 18.2 (Financial statements);and

(iii) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b) No Obligor shall, and the Obligors shall procure that no other Transaction Obligor(other than an Approved Manager) will, change its residence for Tax purposes.

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20.7 Overseas companies

Each Obligor shall, and shall procure that each other Transaction Obligor(other than an Approved Manager) will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

20.8 Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

20.9 Title

(a) The Borrower shall hold the legal title to, and own the entire beneficial interest in:

(i) the MOA;

(ii) with effect from the Delivery Date the Vessel, the Earnings and the Insurances; and

(iii) with effect on and from its creation or intended creation, any other assets the subject of any Transaction Security created or intended to be created by the Borrower.

(b) The Guarantor shall hold the legal title to, and own the entire beneficial interest in with effect on and from its creation or intended creation, any assets the subject of any Transaction Security created or intended to be created by the Guarantor.

20.10 Negative pledge

(a) The Borrower shall not, and the Guarantor Obligorsshall procure that the Shareholder will not, create or permit to subsist any Securily over any of its assets (which are, in the case of the Shareholder, the subject of the Security created or intended to be created by the Finance Documents).

(b) The Borrower shall not:

(i) create or permit to subsist any Security over any of its assets;

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

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(c) (b)Paragraph (aParagraphs (a) and (b) above does do not apply to any Permitted Security.

20.11 Disposals

Subject to Clause 23.17 (Restrictions on chartering, appointment of managers etc.), the Borrower shall not, and the Guarantor Obligors shall procure that the Shareholder will not, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation the Vessel, the Earnings or the Insurances) which is, in the case of the Shareholder, the subject of the Security created or intended to be created by the Finance Documents.

20.12 Merger

No Obligor shall and the Obligors shall procure that no other Transaction Obligor will enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction(except in the case of a reorganisation of the Borrower arising in connection with a Permitted Ultimate Beneficial Ownership Change and subject to paragraph 26.10(f) of Clause26.10 (Ownership of the Obligors and the Shareholder).

20.13 Change of business

(a) The Guarantor shall procure that no substantial change is made to the general nature of the business of the Guarantor or the Group from that carried on at the date of this Agreement.

(b) The Borrower shall not engage in any business other than the ownership and operation of the Vessel.

20.14 Financial Indebtedness

(a)The Borrower shall not,and the Guarantor shall procure that the Shareholder will not, incur or permit to be outstanding any Financial Indebtedness except (i) Permitted Financial Indebtedness and (ii) Financial Indebtedness owed to trade creditors of the Borrower given in the ordinary course of its business in relation to the trading and operation of the Vessel.

(b) The Guarantor shall not incur or permit to be outstanding any Financial Indebtedness except (i) Permitted Finacnail Indebtedness and (ii) Finacnial Indebtedness incurred in the ordinary course of its business (including without limitation, any guarantees granted or to be granted by the Guarantor securing the obligations of any of its Subsidiaries).

20.15 Expenditure

The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing the Vessel.

20.16 Share capital

(a) The Borrower shall not:

(i) (a)purchase, cancel or redeem any of its share capital;

(ii) (b)increase or reduce its authorised share capital;

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(iii) (c)issue any further shares except to the Shareholder and provided such new shares are in registered form and made subject to the terms of the Shares Security immediately upon the issue of such new shares in a manner satisfactory to the Facility Agent and the terms of the Shares Security are complied with;

(iv) (d)appoint any further director or officer of the Borrower (unless the provisions of the Shares Security are complied with). ; or

(v) convert any of its shares into bearer form.

(b) The Guarantor shall ensure that none of the shares in the Borrower or the Shareholder are converted into, or issued in, bearer form.

20.17 Dividends

No Obligor shall make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital following the occurrence of an Event of Default which is continuing or where the making or payment of such dividend or distribution would result in the occurrence of an Event of Default.

20.18 People of significant control regime

Each Obligor shall (and the Guarantor shall ensure that each other member of the Group Transaction Obligor will):

(a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United Kingdom whose shares are the subject of the Transaction Security; and

(b) promptly provide the Security Agent with a copy of that notice.

20.19 Accounts

The Borrower shall not open or maintain any account with any bank or financial institution except the Accounts.

20.20 Other transactions

The Borrower shall not:

(a) be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;

(b) give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which the Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents other than the incurrence of liabilities to trade creditors in the ordinary course of its business in relation to the trading and operation of the Vessel.

(c) enter into any material agreement other than:

(i) the Transaction Documents;

(ii) any other agreement expressly allowed under any other term of this Agreement; and

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(d) enter into any transaction on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length; or

(e) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.

20.21 Unlawfulness, invalidity and ranking; Security imperilled

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a) make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;

(b) cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;

(c) cause any Transaction Document to cease to be in full force and effect;

(d) cause any Transaction Security to rank after, or lose its priority to, any other Security; and

(e) imperil or jeopardise the Transaction Security.

20.22 Separate corporate existence

The Borrower shall maintain separate corporate existence and identity, shall keep separate records, books and accounts and shall not co-mingle its assets nor become a member of a VAT Group.

20.23 Accounting reference date

No Obligor shall change its year end accounting reference date.

20.24 Securitisation

Each Obligor shall, and the Obligors shall procure that each other Transaction Obligor (other than an Approved Manager) will, assist the Facility Agent and/or any Lender in achieving a successful securitisation (or similar transaction) in respect of the Facility and the Finance Documents and such Transaction Obligor’s reasonable costs for providing such assistance shall be met by the relevant Lender.

20.25 Constitutional documents

Without prejudice to Clause 20.16 (Share capital)and the terms of any Shares Security, no Obligor shall allow any amendment or variation to its constitutional documents unless such amendment or variation would clearly be immaterial to this Agreement and the other Finance Documents.

20.26 Further assurance

(a) Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments,

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transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

(i) to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of any of the Creditor Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent or confer on the Creditor Parties Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii) to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

(iv) to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b) Each Obligor shall, and shall procure that each other Transaction Obligor will take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Creditor Parties by or pursuant to the Finance Documents.

(c) At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause 20.26 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent a certificate signed by an officer of that Obligor or that Transaction Obligor which shall:

(i) set out the text of a resolution of that Obligor’s or Transaction Obligor’s directors specifically authorising the execution of the document specified by the Security Agent; and

(ii) state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors and is valid under that Obligor’s or Transaction Obligor’s articles of incorporation, articles of association or other constitutional documents.

20.27 Charterparty Assignment

Upon the Borrower entering into an Assignable Charter, it shall enter into a Charterparty Assignment in respect of that Assignable Charter and shall procure that all relevant documents pursuant to that Charterparty Assignment in the agreed form are (and shall use its best endeavours to procure that the Charterer’s acknowledgement to that Charterparty

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Assignment is) delivered to the Facility Agent in a form satisfactory to it and any supporting legal opinions as may be required by it.

20.28 Subordination

Each Obligor shall ensure that any loans to the Borrower, any sums owed to any Approved Manager in connection with the Borrower and/or the Ship, any claims of the Guarantor against the Borrower and any intra-group debt are fully subordinated to the Secured Liabilities.

21 INSURANCE UNDERTAKINGS

21.1 General

The undertakings in this Clause 21 (Insurance Undertakings)remain in force on and from the Delivery Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

21.2 Maintenance of obligatory insurances

The Borrower shall keep the Vessel insured at its expense against:

(a) hull and machinery plus freight interest and hull interest and/or increased value and any other usual marine risks (including excess risks);

(b) war risks (including the London Blocking and Trapping addendum or its equivalent);

(c) protection and indemnity risks (including liability for oil pollution for an amount of no less than $1,000,000,000 and excess war risk P&l cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover);

(d) freight, demurrage and defence; and

(e) any other risks against which the Facility Agent acting on the instructions of the Majority Lenders considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for the Borrower to insure and which are specified by the Facility Agent by notice to the Borrower.

21.3 Terms of obligatory insurances

The Borrower shall effect such insurances:

(a) in dollars;

(b) in the case of hull and machinery and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:

(i) 120 per cent. of the Loanaggregate of the Loan and the Hedging Close Out Liabilities; and

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(ii) the Market Value of the Vessel;

(c) in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market but such amount shall not be less than $1,000,000,000;

(d) in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel;

(e) in the case of the hull and machinery insurance, on the basis that the deductible is not higher than the Major Casualty figure;

(f) in the case where the Vessel is insured on a fleet policy, on the basis that each vessel insured on that fleet policy is deemed to be insured on an individual basis;

(g) on approved terms; and

(h) through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

21.4 Further protections for the Finance Parties

In addition to the terms set out in Clause 21.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances shall:

(a) subject always to paragraph (b), name the Borrower as the sole named insured unless the interest of every other named insured is limited:

(i) in respect of any obligatory insurances for hull and machinery and war risks;

(A) to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B) to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii) in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;

and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between the Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b) whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but having the right to pay) premiums or other assessments in respect of such insurance (other than in the case of protection and indemnity entries);

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(c) name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;

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

(e) provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(f) provide that the Security Agent may make proof of loss if the Borrower fails to do so.

21.5 Renewal of obligatory insurances

The Borrower shall:

(a) at least 10 days before the expiry of any obligatory insurance:

(i) notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which the Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii) obtain the Facility Agents’ approval to the matters referred to in sub-paragraph (i) of paragraph (a) above;

(b) at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent’s approval pursuant to paragraph (a) above; and

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

21.6 Copies of policies; letters of undertaking

The Borrower shall ensure that the Approved Brokers provide the Security Agent with:

(a) pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b) a letter or letters or undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that:

(i) they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 21.4 (Further protections for the Finance Parties);

(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii) they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

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(iv) they will, if they have not received notice of renewal instructions from the Borrower or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;

(v) if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi) they will not set off against any sum recoverable in respect of a claim relating to the Vessel under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of other vessels under the fleet cover to which the Vessel relates or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts in relation to other vessels under the fleet cover and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts in relation to other vessels under that fleet cover and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Security Agent; and

(vii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent.

21.7 Copies of certificates of entry

The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provide the Security Agent with:

(a) the certificate of entry for the Vessel;

(b) a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and

(c) each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.

21.8 Deposit of original policies

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the Approved Brokers through which the insurances are effected or renewed.

21.9 Payment of premiums

The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

21.10 Guarantees

The Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

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21.11 Compliance with terms of insurances

(a) The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.

(b) Without limiting paragraph (a) above, the Borrower shall:

(i) take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 21.6 (Copies of policies; letters of undertaking))ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;

(ii) not make any changes relating to the classification or classification society or manager or operator of the Vessel approved by the underwriters of the obligatory insurances without obtaining the prior consent of the insurers;

(iii) make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

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

21.12 Alteration to terms of insurances

The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

21.13 Settlement of claims

The Borrower shall:

(a) not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b) do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

21.14 Provision of copies of communications

The Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications between the Borrower and:

(a) the Approved Brokers;

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

(c) the approved insurance companies and/or underwriters,

which relate directly or indirectly to:

(i) the Borrower’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii) any credit arrangements made between the Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.

21.15 Provision of information

The Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests for the purpose of:

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

(b) effecting, maintaining or renewing any such insurances as are referred to in Clause 21.16 (Mortgagee’s interest, additional perils and mortgagee’s rights insurances)or dealing with or considering any matters relating to any such insurances,

and the Borrower shall, forthwith upon demand, indemnify the Facility Agent in respect of all fees and other expenses incurred by or for the account of the Facility Agent in connection with any such report as is referred to in paragraph (a) above.

21.16 Mortgagee’s interest, additional perils and mortgagee’s rights insurances

The Security Agent shall be entitled from time to time to effect, maintain and renew:

(a) a mortgagee’s interest insurance in an amount of not less than 120 per cent. of the Loanaggregate of the Loan and the Hedging Close Out Liabilities;

(b) a mortgagee’s interest additional perils insurance in an amount of not less than 120 per cent. of the Loanaggregate of the Loan and the Hedging Close Out Liabilities;

(c) if applicable, a mortgagee’s rights insurance in an amount of not less than 110 per cent. of the Loanaggregate of the Loan and the Hedging Close Out Liabilities,

and the Borrower shall upon demand fully indemnify the Finance Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

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22 MOA UNDERTAKINGS

22.1 General

The undertakings in this Clause 22 (MOA Undertakings)remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

22.2 No variation, release etc. of MOA

The Borrower shall not, whether by a document, by conduct, by acquiescence or in any other way:

(a) vary materially the MOA (and a material amendment, for the avoidance of doubt, includes any amendment in respect of the Purchase Price, the Delivery Date, the type of the Vessel, deficiencies in the performance of the Vessel or damages); or

(b) release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which the Borrower has at any time to, in or in connection with the MOA or in relation to any matter arising out of or in connection with the MOA.

22.3 Provision of information relating to MOA

Without prejudice to Clause 18.5 (Information: miscellaneous)the Borrower shall:

(a) immediately inform the Facility Agent if any breach of the MOA occurs or a serious risk of such a breach arises and of any other event or matter affecting the MOA; and

(b) upon the reasonable request of the Facility Agent, keep the Facility Agent informed as to any notice of readiness of delivery of the Vessel.

22.4 No assignment etc. of MOA

The Borrower shall not assign, novate, transfer or dispose of any of its rights or obligations under the MOA.

23 POST-DELIVERY VESSEL UNDERTAKINGS

23.1 General

The undertakings in this Clause 23 (Post-Delivery Vessel Undertakings)remain in force on and from the Delivery Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

23.2 Vessel’s names and registration

The Borrower shall:

(a) keep the Vessel registered in its name under the Approved Flag from time to time at its port of registration;

(b) not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled; and

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(c) not change the name of the Vessel.

23.3 Repair and classification

The Borrower shall keep the Vessel in a good and safe condition and state of repair:

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

(b) so as to maintain the Approved Classification free of overdue recommendations and conditions.

23.4 Modifications

The Borrower shall not make any modification or repairs to, or replacement of, the Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Vessel or materially reduce its value.

23.5 Removal and installation of parts

(a) Subject to paragraph (b) below, the Borrower shall not remove any material part of the Vessel, or any item of equipment installed on the Vessel unless:

(i) the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;

(ii) the replacement part or item is free from any Security in favour of any person other than the Security Agent; and

(iii) the replacement part or item becomes, on installation on the Vessel, the property of the Borrower and subject to the security constituted by the Mortgage and the Deed of Covenant.

(b) The Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel.

23.6 Surveys

The Borrower shall submit the Vessel regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.

23.7 Inspection

(a) The Borrower shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Vessel at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

(b) The cost of all inspections under this Clause 23.7 (Inspection)shall be for the account of the Borrower Provided that if no Event of Default has occurred and the Vessel is found to be in a condition satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders)

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in all respects, the Borrower shall not have to pay for more than one inspection in each calendar year.

23.8 Prevention of and release from arrest

(a) The Borrower shall promptly discharge:

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel, the Earnings or the Insurances;

(ii) all Taxes, dues and other amounts charged in respect of the Vessel, the Earnings or the Insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel, the Earnings or the Insurances.

(b) The Borrower shall immediately upon receiving notice of the arrest of the Vessel or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

23.9 Compliance with laws etc.

The Borrower shall:

(a) comply, or procure compliance with all laws or regulations:

(i) relating to its business generally; and

(ii) relating to the Vessel, its ownership, employment, operation, management and registration,

including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;

(b) obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals;

(c) without limiting paragraph (a) above, not employ the Vessel nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions; and

(d) not appoint any manager or agent to manage the Vessel unless such party undertakes to procure that any agreement entered into relating to the management, employment or operation of the Vessel contains a clause in which the counterparty undertakes to comply with all Sanctions.

23.10 ISPS Code

Without limiting paragraph (a) of Clause 23.9 (Compliance with laws etc.), the Borrower shall:

(a) procure that the Vessel and the company responsible for the Vessel’s compliance with the ISPS Code comply with the ISPS Code; and

(b) maintain an ISSC and an IAPPC for the Vessel; and

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

23.11 Green scrapping

(a) The Borrower shall use reasonable endeavours (including the implementation of internal policies) to ensure that any scrapping of the Vessel is carried out in accordance with the IMO Convention for the Safe and Environmentally Sound Recycling of Ships.

(b) The Borrower shall use reasonable endeavours to obtain (in its first survey) and to maintain (in subsequent surveys) a green passport notification (based on the inventory of hazardous materials) for the Vessel from the Approved Classification Society.

23.12 Sanctions and Vessel trading

Without limiting Clause 23.9 (Compliance with laws etc.), the Borrower shall procure:

(a) that the Vessel shall not be used by or for the benefit of a Prohibited Person;

(b) that the Vessel shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Transaction Obligor); and

(c) that the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.

23.13 Trading in war zones

In the event of hostilities in any part of the world (whether war is declared or not), the Borrower shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any government or by the Vessel’s war risks insurers unless:

(a) the prior written consent of the Security Agent acting on the instructions of the Majority Lenders has been given; and

(b) the Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Agent acting on the instructions of the Majority Lenders may require.

23.14 Monitoring

(a) The Borrower shall (or shall procure that any Charterer and the Approved Technical Manager shall) allow the Security Agent (or its agents), at any time and from time to time, to access all information pertaining to the Vessel (including the movement of the Vessel) using any and all available means.

(b) All costs incurred by the Security Agent (and any of its agents) under paragraph (a) of Clause 23.14 (Monitoring)above shall be for the account of the Lenders.

23.15 Provision of information

Without prejudice to Clause 18.5 (Information: miscellaneous)the Borrower shall promptly provide the Facility Agent with any information which it requests regarding:

(a) the Vessel, its employment, position and engagements;

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(b) the Earnings and payments and amounts due to its master and crew;

(c) any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Vessel and any payments made by it in respect of the Vessel;

(d) any towages and salvages; and

(e) its compliance, the Approved Manager’s compliance and the compliance of the Vessel with the ISM Code and the ISPS Code,

and, upon the Facility Agent’s request, the Borrower shall promptly provide copies of class records, any inspection reports obtained for the Vessel, any current Charter relating to the Vessel, any current guarantee of any such Charter, the Vessel’s Safety Management Certificate and any relevant Document of Compliance.

23.16 Notification of certain events

The Borrower shall immediately notify the Facility Agent in writing, of:

(a) any casualty to the Vessel which is or is likely to be or to become a Major Casualty;

(b) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requisition of the Vessel for hire;

(d) any requirement or recommendation made in relation to the Vessel by any insurer or classification society or by any competent authority which is not immediately complied with;

(e) any arrest or detention of the Vessel, any exercise or purported exercise of any lien on the Vessel or the Earnings;

(f) any intended dry docking of the Vessel;

(g) any Environmental Claim made against the Borrower or in connection with the Vessel, or any Environmental Incident;

(h) any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an Approved Manager or otherwise in connection with the Vessel; or

(i) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

and the Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to the Borrower’s, any such Approved Manager’s or any other person’s response to any of those events or matters.

23.17 Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a) let the Vessel on demise charter for any period;

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(b) enter into any time, voyage or consecutive voyage charter in respect of the Vessel other than a Permitted Charter;

(c) change, cancel or terminate any Assignable Charter or any Charter Guarantee in respect of such Assignable Charter;

(d) change, cancel or terminate a Management Agreement;

(e) appoint a manager of the Vessel other than an Approved Manager or agree to any alteration to the terms of an Approved Manager’s appointment;

(f) de activate or lay up the Vessel; or

(g) put the Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on the Vessel or the Earnings for the cost of such work or for any other reason.

23.18 Notice of Mortgage

The Borrower shall keep the Mortgage registered against the Vessel as a valid first priority mortgage, carry on board the Vessel a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the master’s cabin of the Vessel a framed printed notice stating that the Vessel is mortgaged by the Borrower to the Security Agent.

23.19 Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings.

23.20 Nuclear materials

The Borrower shall not permit the Vessel to carry any nuclear material or any nuclear waste.

23.21 Notification of compliance

The Borrower shall promptly provide the Facility Agent, upon the Facility Agent’s request, from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 23 (Post-Delivery Vessel Undertakings).

24 SECURITY COVER

24.1 Minimum required security cover

Clause 24.2 (Provision of additional security; prepayment)applies if the Facility Agent notifies the Borrower that:

(a) the Market Value of the Vessel; plus

(b) the net realisable value of additional Security previously provided under this Clause 24.1 (Minimum required security cover),

is below 125 per cent. of the Loanaggregate of the Loan and the Hedging Close Out Liabilities.

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24.2 Provision of additional security; prepayment

(a) If the Facility Agent serves a notice on the Borrower under Clause 24.1 (Minimum required security cover), the Borrower shall, on or before the date falling one Month after the date on which the Facility Agent’s notice is served (the “Prepayment Date”),prepay such part of the Loan as shall eliminate the shortfall.

(b) The Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that the Guarantor or a third party has provided, additional security (in the form of cash or otherwise) which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:

(i) has a net realisable value at least equal to the shortfall; and

(ii) is documented in such terms as the Facility Agent may approve or require,

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

24.3 Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 24.2 (Provision of additional security; prepayment)and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

24.4 Valuations binding

Any valuation under this Clause 24 (Security Cover)shall be binding and conclusive as regards the Borrower.

24.5 Provision of information

(a) The Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 24 (Security Cover)with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation.

(b) If the Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent.

24.6 Prepayment mechanism

Any prepayment pursuant to Clause 24.2 (Provision of additional security; prepayment)shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation)and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan).

24.7 Provision of valuations

(a) The Facility Agent shall be entitled to test the security requirements under Clause 24.1 (Minimum required security cover)by reference to valuations in respect of the Vessel from the required number of Approved Valuers semi-annually and on dates to be selected by the Facility Agent.

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(b) The Facility Agent shall at the request of the Lenders additionally be entitled to test the security cover requirement under Clause 24.1 (Minimum required security cover)by reference to a valuation in respect of the Vessel from the required number of Approved Valuers at any time and each such valuation shall be at the expense of the Lenders except where the Borrower is by means of such valuation(s) shown to be in breach of Clause 24.1 (Minimum required security cover).

(c) Subject to paragraph (d) below, the Market Value of the Vessel shall be determined by reference to one valuation of the Vessel as given by an Approved Valuer selected and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent.

(d) If requested by the Borrower in relation to paragraph (c) above, a second Approved Valuer shall be selected by the Borrower and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent, and the Market Value of the Vessel shall be the arithmetic average of the two valuations.

(e) If one such valuation in respect of the Vessel obtained pursuant to paragraphs (c) and (d) above differs by at least 10 per cent. from the other valuation, then a third valuation for the Vessel shall be obtained from an Approved Valuer selected by the Borrower and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent, and the Market Value of the Vessel shall be the arithmetic average of all three such valuations.

(f) The Facility Agent may at any time after a Default has occurred and is continuing obtain valuations of the Vessel and any other vessel over which additional security has been created in accordance with Clause 24.2 (Provision of additional security; prepayment)from Approved Valuers to enable the Facility Agent to determine the Market Values of the Vessel and any other vessel.

(g) The valuations referred to in paragraph (a), (b), (c), (d), (e) and (f) above and the valuations required to determine the Market Value of the Fleet Vessels at all required times pursuant to Clause 19.2 Guarantor’s financial covenants),shall be obtained at the cost and expense of the Borrower (except where specified in paragraph (b) above) and the Borrower shall within three Business Days of demand by the Facility Agent pay to the Facility Agent all costs and expenses incurred by it in obtaining any such valuationvaluations.

25 ACCOUNTS AND ,APPLICATION OF EARNINGS AND HEDGE RECEIPTS

25.1 Account bank

Subject to Clause 25.6 25.7(Location of Accounts), each Account must be held with the Account Bank.

25.2 Accounts

(a) The Borrower must operate each Account in accordance with this Clause 25 (Accounts and Application of Earnings and Hedge Receipts)and the provisions of the Account Security.

(b) Account Security must be provided in respect of any Account opened after the date of this Agreement.

25.3 Payment of Earnings

The Borrower shall ensure that_r:

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(a) subject only to the provisions of the General Assignment, all the Earnings are paid in to the Earnings Account.; and

(b) all Hedge Receipts are paid in to the Earninss Account.

25.4 Application of Earnings

The Borrower shall transfer from the Earnings Account to the Facility Agent:

(a) on each Repayment Date, the amount of the Repayment Instalment then due on the Repayment Date; and

(b) on the last day of each Interest Period, the amount of interest then due on that date; and

(c) on any day on which an amount is otherwise due from the Borrower under a Finance Document, an amount necessary to meet that due amount,

and the Borrower irrevocably authorizes and instructs:

(i) the Account Bank to make those transfers in accordance with the instructions of the Facility Agent (copied to the Security Agent, who, as security taker under the Accounts Security, agrees for itself and on behalf of the other pledgees that such transfers may be made);

(ii) the Facility Agent to apply the transferred amounts in payment of the relevant Repayment Instalment, interest amount or other amount due.

25.5 Shortfall in Earnings

(a) If the credit balance on the Earnings Account is insufficient for the required amount to be transferred under Clause 25.4 (Application of Earnings),the Borrower shall make up the amount of the insufficiency.

(b) The Borrower may not make up all or any part of the insufficiency by utilising Minimum Liquidity Amount in the Earning Account.

25.6 25.5Application of funds

Until an Event of Default occurs, the Facility Agent shall on each Repayment Date and on each Interest Payment Date distribute to the Finance Parties in accordance with Clause 33.2 (Distributions by the Facility Agent)so much of the then balance on the Earnings Account as equals:

(a) the Repayment Instalment due on that Repayment Date; and

(b) the amount of interest payable on that Interest Payment Date,

in discharge of the Borrower’s liability for that Repayment Instalment or that interest.

25.7 25.6Location of Accounts

The Borrower shall promptly:

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(a) comply with any requirement of the Facility Agent as to the location or relocation of the Accounts (or any of them); and

(b) execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) each Account.

25.8 25.7Miscellaneous Accounts provisions

(a) No Finance Party is responsible or liable to any Transaction Obligor for:

(b) (a)any non-payment of any liability of a Transaction Obligor which could be paid out of moneys standing to the credit of the Earnings Account; or

(c) (b)any withdrawal wrongly made, if made in good faith.

25.9 25.8Withdrawals from Earnings Account

Subject to Clause 19.1 (Borrower’s minimum liquidity)and Clause 25.4 (Application ofEarnings), and Clause 25.5 (Shortfall in Earnings), the Borrower shall be entitled to withdraw any balance standing to the credit of the Earnings Account for the purpose of complying with its obligations under this Agreement and the other Finance Documents and to cover the operating expenses (including any general and administrative expenses) of the Vessel Provided that:

(a) the Borrower is in compliance with Clause 19.1 (Borrower’s minimum liquidity)and , Clause 25.4 (Application ofEarnings)and Clause 25.5 (Shortfall in Earnings)at the relevant time; and

(b) no Event of Default has occurred and is continuing or would result from such withdrawal.

26 EVENTS OF DEFAULT

26.1 General

Each of the events or circumstances set out in this Clause 26 (Events of Default)is an Event of Default except for Clause 26.18 (Acceleration)and Clause 26.19 (Enforcement of security).

26.2 Non-payment

A Transaction Obligor (other than an Approved Manager) does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three Business Days of its due date.

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26.3 Specific obligations

A breach occurs of Clause 4.5 (Waiver of conditions precedent), Clause 19 (Financial Covenants), Clause 20.9 (Title), Clause 20.10 (Negative pledge), Clause 20.21 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 21.2 (Maintenance of obligatory insurances), Clause 21.3 (Terms of obligatory insurances), Clause 21.5 (Renewal of obligatory insurances), Clause 23.9 (Compliance with laws etc.) in relation to Sanctions or Clause 24 (Security Cover).

26.4 Other obligations

(a) A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.2 (Non-payment)and Clause 26.3 (Specific obligations)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the Facility Agent giving notice to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

26.5 Misrepresentation

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

26.6 Cross default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 26.6 (Cross default)in respect of the Group taken as a whole (other than the Borrower) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above in respect of the Group taken as a whole (other than the Borrower) is less than $10,000,000 (or its equivalent in any other currency).

26.7 Insolvency

(a) A Transaction Obligor (other than an Approved Manager):

(i) is unable or admits inability to pay its debts as they fall due;

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(ii) is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii) suspends or threatens to suspend making payments on any of its debts; or

(iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any Transaction Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of any Transaction Obligor.  If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

26.8 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor (other than an Approved Manager);

(ii) a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor (other than an Approved Manager);

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor (other than an Approved Manager) or any of its assets; or

(iv) enforcement of any Security over any assets of any Transaction Obligor (other than an Approved Manager),

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

26.9 Creditors’ process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (which is not an Approved Manager) (other than an arrest or detention of the Vessel in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss)shall apply) having in the case of the Guarantor an aggregate value in excess of $500,000 (or its equivalent in any other currency), and is not discharged within 14 days.

26.10 Ownership of the Obligors and the Shareholder

(a) The Borrower or the Shareholder is not or ceases to be a 100 per cent. directly or indirectly owned Subsidiary of the Guarantor.

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(b) The Disclosed Persons in relation to each Obligor and the Shareholder cease to control that that Obligor or the Shareholder.

(b) The Ultimate Beneficial Owner ceases to be the direct or indirect beneficial owner of at least 50.1 per cent. of the issued and outstanding common stock (and the ultimate voting rights attaching to such stock) of the Guarantor or ceases to control directly or indirectly the Guarantor.

(c) For the purpose of paragraph (b) above “control” means-:₌the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i) (A)cast, or control the casting of, 100 more than 50.1 per cent. of the maximum number of votes that might be cast at a general meeting of that Obligor or the Shareholder Guranator; or

(ii) (B)appoint or remove all, or the majority, of the directors or other equivalent officers of that Obligor or the Shareholder Guarantor; or

(iii) (C)give directions with respect to the operating and financial policies of that that Obligor or the Shareholder the Guarantor with which the directors or other equivalent officers of that Obligor or the Shareholder Guarantor are obliged to comply; and/or.

(d) The Ultimate Beneficial Owner ceases to be the chairman of the board of directors and/or the chief executive officer of the Guarantor.

(e) Without the prior written consent of all the Lenders, the shares of the Guarantor cease to be listed on the Nasdaq Stock Market or another stock exchange acceptable to the Facility Agent (acting on the instructions of all the Lenders).

(f) (ii) the holding beneficially No Event of Default under paragraph (a) above will occur if, in connection with a Permitted Ultimate Beneficial Ownership Change, the Ultimate Beneficial  Owner becomes the ultimate, direct or indirect, legal and beneficial holderof 100 per cent. of the issued share capital of that Obligor or the Shareholder (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital). the Borrower, subject to:

(i) the Ultimate Beneficial Owner giving at least 30 days’ prior written notice to the Facility Agent of its intention to make a Permitted Ultimate Beneficial Ownership Change, including full details of the entity wholly beneficially owned by the Ultimate Beneficial  Owner which would become the new legal and direct owner of all the issued share capital of the Borrower in place of the Shareholder pursuant to the Permitted Ultimate Beneficial Ownership Change (the “New Shareholder”);

(ii) the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) giving its written consent to such Permitted Ultimate Beneficial Ownership Change and approving the New Shareholder;

(iv) the Ultimate Beneficial Owner becoming the ultimate beneficial owner, and the New Shareholder becoming the legal and direct owner, of all of the issued share capital of the Borrower simultaneously;

(iv) the New Shareholder providing Security over the share capital of the Borrower in favour of the Security Agent in form and substance in all respects satisfactory to the

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Facility Agent (acting on the instructions of all the Lenders in their sole discretion) on the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(v) the Transaction Obligors executing and delivering to the Facility Agent by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected, an agreement or deed in form and substance in all respects satisfactory to the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) amending, supplementing and/or restating this Agreement and the other Finance Documents for the purpose of implementing any amendments which the Finance Parties may deed necessary in connection with the Permitted Ultimate Beneficial Ownership Change and paragraph (f) of this Clause 26.10 (Ownership of the Obligors and the Shareholder).

26.11 Unlawfulness, invalidity and ranking

(a) It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b) Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.

(c) Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.

(d) Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

26.12 Security imperilled; flag instability

(a) Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

(b) The state of the Approved Flag of the Vessel is or becomes involved in hostilities or civil war or there is a seizure of power in such state by unconstitutional means, or any other event occurs in relation to the Vessel, the Mortgage or the Approved Flag and in the reasonable opinion of the Facility Agent such event is likely to have a Material Adverse Effect unless the Borrower, within 30 days of the occurrence of such event (or such longer period as may be agreed by the Facility Agent acting with the authorisation of the Lenders) re-registers the Vessel on an alternative flag approved pursuant to Clause 23.2 (Vessel’s names and registration)and subject to:

(i) the Vessel remaining subject to Security created by a first priority or preferred ship mortgage on the Vessel and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority security) on substantially the same terms as the Mortgage and if applicable, a Deed of Covenant and on such other terms and in such other form as the Facility Agent, acting with the authorisation of the Lenders, shall reasonably approve or require; and

(ii) the execution of such other documentation amending and supplementing the Finance Documents, as the Facility Agent, acting with the authorisation of the Lenders, shall reasonably approve or require.

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26.13 Cessation of business

Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

26.14 Expropriation

The authority or ability of any Transaction Obligor (other than an Approved Manager) to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor (other than an Approved Manager) or any of its assets (and the aggregate value of any such action in relation to the Guarantor being in excess of $1,000,000 (or its equivalent in any other currency)) other than:

(a) an arrest or detention of the Vessel (in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss)shall apply);

(b) any Requisition; or

(c) an expropriation of the Vessel which is reversed within 30 days of its initial occurrence with the Borrower having full and unrestricted control over, and possession of, the Vessel.

26.15 Repudiation and rescission of agreements

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

26.16 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened, or any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any Transaction Obligor (other than an Approved Manager) or any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

26.17 Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

26.18 Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a) cancel the Total Commitments, whereupon they shall immediately be cancelled;

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(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or

(c) declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders, and the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security Agent may take any action referred to in Clause 26.19 (Enforcement of security)if no such notice is served or simultaneously with or at any time after the service of any of such notice.

26.19 Enforcement of security

On and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 26.18 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

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SECTION 9

CHANGES TO PARTIES

27 CHANGES TO THE LENDERS

27.1 Assignments and transfers by the Lenders

Subject to this Clause 27 (Changes to the Lenders), a Lender (the “Existing Lender”) may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

27.2 Conditions of assignment or transfer

(a) The prior written consent of an Obligor is required for an assignment or transfer by an Existing Lender unless the assignment or transfer is:

(i) (i) to another Lender or an Affiliate of a Lender;

(ii) (ii) if the Existing Lender is a fund, to a fund which is a Related Fund; or

(iii) (iii) made after the occurrence of an Event of Default,

in each of which cases no Obligor’s consent will be required.

The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be unreasonably withheld or delayed.  An Obligor shall be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by that Obligor within that time.

The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost).

(b) The consent of the Facility Agent is required for an assignment or transfer by an Existing Lender, such consent not to be unreasonably withheld.

(c) An assignment will only be effective on:

(i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Creditor Parties as it would have been under if it were an Original Lender; and

(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

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(d) A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer)is complied with.

(e) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities)or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.  This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that:

(i) the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender; and

(ii) it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

27.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $10,000.

27.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii) the financial condition of any Transaction Obligor;

(iii) the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or

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(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties and the Creditor Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27 (Changes to the Lenders);or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.

27.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.  Upon execution by the Facility Agent, the Security Agent shall also execute the Transfer Certificate.

(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) Subject to Clause 27.9 (Pro rata interest settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

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(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;

(iii) the Facility Agent, the Security Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arranger and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

27.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer)an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.  The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.  Upon execution by the Facility Agent, the Security Agent shall also execute the Assignment Agreement.

(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) Subject to Clause 27.9 (Pro rata interest settlement), on the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 27.6 (Procedure for assignment)to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 27.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 27.2 (Conditions of assignment or transfer).

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27.7 Copy of Transfer Certificate or Assignment Agreement to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

27.8 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 27 (Changes to the Lenders), each Lender may, with the prior written consent of an Obligor (such consent not to be unreasonably withheld or delayed), at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

An Obligor shall be deemed to have given its consent to the creation of any charge, assignment or other Security referred to in this Clause 27.8 (Security over Lenders’ rights),— five Business Days after a Lender has requested it unless consent is expressly refused by that Obligor within that time.

27.9 Pro rata interest settlement

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 27.5 (Procedure for transfer)or any assignment pursuant to Clause 27.6 (Procedure for assignment)the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(b) The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

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(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 27.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

(c) In this Clause 27.9 (Pro rata interest settlement)references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

28 CHANGES TO THE TRANSACTION OBLIGORS

28.1 Assignment or transfer by Transaction Obligors

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

28.2 Release of security

(a) If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

(i) the disposal is permitted by the terms of any Finance Document;

(ii) all the Lenders agree to the disposal;

(iii) the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

(iv) the disposal is being effected by enforcement of a Security Document,

the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document.  However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

(b) If the Security Agent is satisfied that a release is allowed under this Clause 28.2 (Release of security)(at the request and expense of the Borrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release.  Each other Finance Party irrevocably authorises the Security Agent to enter into any such document.  Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

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SECTION 10

THE FINANCE PARTIES

29 THE FACILITY AGENT, THE ARRANGER AND THE REFERENCE BANKS

29.1 Appointment of the Facility Agent

(a) Each of the Arranger and, the Lenders and the Hedge Counterparties appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arranger and, the Lenders and the Hedge Counterparties authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

29.2 Instructions

(a) The Facility Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b) The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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

(i) where a contrary indication appears in a Finance Document;

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(ii) where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the Facility Agent’s own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

(g) The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h) Without prejudice to the remainder of this Clause 29.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties.  The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

29.3 Duties of the Facility Agent

(a) The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(c) Without prejudice to Clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(e) If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

29.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

29.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Facility Agent nor the Arranger shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

29.6 Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 33.5 (Application of receipts; partial payments).

29.7 Business with the Group

The Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

29.8 Rights and discretions

(a) The Facility Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

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(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.2 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c) The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct.

(g) Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do anything if it would or might, in

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its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

29.9 Responsibility for documentation

Neither the Facility Agent nor the Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c) any determination as to whether any information provided or to be provided to any Finance Party or Creditor Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

29.10 No duty to monitor

The Facility Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c) whether any other event specified in any Transaction Document has occurred.

29.11 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 33.11 (Disruption to Payment Systems etc.)or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other

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agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:

(i) any “know your customer” or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference

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to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss.  In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

29.12 Lenders’ indemnity to the Facility Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.)notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor. acting through an office in the United Kingdom

29.13 Resignation of the Facility Agent

(a) The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively, the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent (acting through an office in the United Kingdom).

(c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent acting through an office in the United Kingdom.

(d) If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 29 (The Facility Agent, the Arranger and the Reference Banks)and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent’s normal fee rates and those amendments will bind the Parties.

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(e) The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.  The Borrower shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent)and this Clause 29 (The Facility Agent, the Arranger and the Reference Banks)and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent.  Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Borrower.

(i) The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent.

(j) The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i) the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information)and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information)indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, that Lender, by notice to the Facility Agent, requires it to resign.

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29.14 Confidentiality

(a) In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

29.15 Relationship with the other Finance Parties

(a) Subject to Clause 27.9 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records as Lender or Hedge Counterpartyat the opening of business (in the place of the Facility Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Hedge Counterparty:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement.

(b) Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent.  Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent.

(c) Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents.  Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 36.5 (Electronic communication)electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 36.2 (Addresses)and sub-paragraph (ii) of paragraph (a) of Clause 36.5 (Electronic communication)and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

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29.16 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d) the adequacy, accuracy or completeness of any other information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

29.17 Facility Agent’s management time

Any amount payable to the Facility Agent under Clause 14.4 (Indemnity to the Facility Agent), Clause 15 (Costs and Expenses)and Clause 29.12 (Lenders’ indemnity to the Facility Agent)shall include the cost of utilising the Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).

29.18 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

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29.19 Reliance and engagement letters

Each Creditor Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

29.20 Full freedom to enter into transactions

Without prejudice to Clause 29.7 (Business with the Group)or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

(a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b) to deal in and enter into and arrange transactions relating to:

(i) any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii) any options or other derivatives in connection with such securities; and

(c) to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

29.21 Role of Reference Banks

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Facility Agent.

(b) No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against

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that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 29.21 (Role of Reference Banks)subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

29.22 Third Party Reference Banks

A Reference Bank which is not a Party may rely on Clause 29.21 (Role of Reference Banks), Clause 42.3 (Other exceptions)and Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations)subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

30 THE SECURITY AGENT

30.1 Trust

(a) The Security Agent declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 30 (The Security Agent)and the other provisions of the Finance Documents.

(b) Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2 Parallel Debt (Covenant to pay the Security Agent)

(a) Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b) The Parallel Debt of an Obligor:

(i) shall become due and payable at the same time as its Corresponding Debt;

(ii) is independent and separate from, and without prejudice to, its Corresponding Debt.

(c) For the purposes of this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent), the Security Agent:

(i) is the independent and separate creditor of each Parallel Debt;

(ii) acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d) The Parallel Debt of an Obligor shall be:

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(i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

(ii) increased to the extent that its Corresponding Debt has increased,

and the Corresponding Debt of an Obligor shall be:

(A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

(B) increased to the extent that its Parallel Debt has increased,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

(e) All amounts received or recovered by the Security Agent in connection with this Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))to the extent permitted by applicable law, shall be applied in accordance with Clause 33.5 (Application of receipts; partial payments).

(f) This Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))shall apply, with any necessary modifications, to each Finance Document.

30.3 Enforcement through Security Agent only

The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

30.4 Instructions

(a) The Security Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by:

(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion

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and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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

(i) where a contrary indication appears in a Finance Document;

(ii) where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the relevant Creditor Parties.

(iv) in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:

(A) Clause 30.28 (Application of receipts upon enforcement);

(B) Clause 30.29 (Permitted Deductions); and

(C) Clause 30.30 (Prospective liabilities).

(e) If giving effect to instructions given by the Majority Lenders would in the Security Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 42 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i) it has not received any instructions as to the exercise of that discretion; or

(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,

the Security Agent shall do so having regard to the interests of all the Creditor Parties.

(g) The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h) Without prejudice to the remainder of this Clause 30.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the

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exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(j) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document.  This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

30.5 Duties of the Security Agent

(a) The Security Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.

(c) Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e) The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.6 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.

(b) The Security Agent shall not be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account.

30.7 Business with the Group

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

30.8 Rights and discretions

(a) The Security Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

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(A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party.

(c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Creditor Parties) that:

(i) no Default has occurred;

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii) any notice or request made by the Borrower (other than a Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(d) The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(g) The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

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(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct.

(h) Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.

(i) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j) Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.9 Responsibility for documentation

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c) any determination as to whether any information provided or to be provided to any Creditor Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

30.10 No duty to monitor

The Security Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c) whether any other event specified in any Transaction Document has occurred.

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30.11 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising,, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights)and the provisions of the Third Parties Act.

(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Security Agent to carry out:

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(i) any “know your customer” or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate, any liability of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss.  In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

30.12 Lenders’ indemnity to the Security Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

30.13 Resignation of the Security Agent

(a) The Security Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the Borrower.

(b) Alternatively, the Security Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent (acting through an office in the United Kingdom).

(c) If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security

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Agent may appoint a successor Security Agent (acting through an office in the United Kingdom).

(d) The retiring Security Agent shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents.  The Borrower shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(e) The Security Agent’s resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

(f) Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 30.25 (Winding up of trust)and paragraph (d) above) but shall remain entitled to the benefit of Clause 14.5 (Indemnity to the Security Agent)and this Clause 30 (The Security Agent)and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent.  Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date).  Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.

(h) The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

30.14 Confidentiality

(a) In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

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30.15 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d) the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

30.16 Security Agent’s management time

(a) Any amount payable to the Security Agent under Clause 14.5 (Indemnity to the Security Agent), Clause 15 (Costs and Expenses)and Clause 30.12 (Lenders’ indemnity to the Security Agent)shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees).

(b) Without prejudice to paragraph (a) above, in the event of:

(i) a Default;

(ii) the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

(iii) the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,

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the Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below.

(c) If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.

30.17 Reliance and engagement letters

Each Creditor Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

30.18 No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a) require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor to any of the Security Assets;

(b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(c) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;

(d) take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or

(e) require any further assurance in relation to any Security Document.

30.19 Insurance by Security Agent

(a) The Security Agent shall not be obliged:

(i) to insure any of the Security Assets;

(ii) to require any other person to maintain any insurance; or

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(iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b) Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.

30.20 Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

30.21 Delegation by the Security Agent

(a) Each of the Security Agent, any Receiver and any Delegate may, at anytime, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b) That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Creditor Parties.

(c) No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.

30.22 Additional Security Agents

(a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i) if it considers that appointment to be in the interests of the Creditor Parties; or

(ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

(iii) for obtaining or enforcing any judgment in any jurisdiction,

and

the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.

(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance

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Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

30.23 Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

30.24 Releases

Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

30.25 Winding up of trust

If the Security Agent, with the approval of the Facility Agent determines that:

(a) all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and

(b) no Creditor Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents,

then

(i) the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and

(ii) any Security Agent which has resigned pursuant to Clause 30.13 (Resignation of the Security Agent)shall release, without recourse or warranty, all of its rights under each Security Document.

30.26 Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

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30.27 Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents.  Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

30.28 Application of receipts upon enforcement

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 30 (The Security Agent), the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 30 (The Security Agent)), in the following order of priority:

(a) in discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)) or any Receiver or Delegate;

(b) in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause 33.5 (Application of receipts; partial payments);

(c) if none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and

(d) the balance, if any, in payment or distribution to the relevant Transaction Obligor.

30.29 Permitted Deductions

(a) The Security Agent may, in its discretion:

(i) set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and

(ii) pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

(b) For the purposes of sub-paragraph (i) of paragraph (a) above, if the Security Agent has become entitled to require a sum to be paid to it on demand, that sum shall be treated as due and payable, even if no demand has yet been served.

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30.30 Prospective liabilities

Following acceleration, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 33.5 (Application of receipts; partial payments)in respect of:

(a) any sum to the Security Agent, any Receiver or any Delegate; and

(b) any part of the Secured Liabilities,

that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

30.31 Investment of proceeds

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 33.5 (Application of receipts; partial payments)the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent’s discretion in accordance with the provisions of this Clause 30.31 (Investment of proceeds).

30.32 Currency conversion

(a) For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.

(b) The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

30.33 Good discharge

(a) Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

(b) The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

30.34 Amounts received by Obligors

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

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30.35 Application and consideration

In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent))the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 30 (The Security Agent).

30.36 Full freedom to enter into transactions

Without prejudice to Clause 30.7 (Business with the Group)or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b) to deal in and enter into and arrange transactions relating to:

(i) any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii) any options or other derivatives in connection with such securities; and

(c) to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

31 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

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32 SHARING AMONG THE FINANCE PARTIES

32.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 33 (Payment Mechanics)(a“Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 33 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.5 (Application of receipts; partial payments).

32.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 33.5 (Application of receipts; partial payments)towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

32.3 Recovering Finance Party’s’s rights

On a distribution by the Facility Agent under Clause 32.2 (Redistribution of payments)of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

32.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”);and

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(b) as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.

32.5 Exceptions

(a) This Clause 32 (Sharing among the Finance Parties)shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11

ADMINISTRATION

33 PAYMENT MECHANICS

33.1 Payments to the Facility Agent

(a) On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case, specifies.

33.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 33.3 (Distributions to a Transaction Obligor)and Clause 33.4 (Clawback and pre-funding)be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party or, in the case of the Advance, to such account of such person as may be specified by the Borrower in the Drawdown Request.

33.3 Distributions to a Transaction Obligor

The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 34 (Set-Off))apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

33.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest

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on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c) If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i) the Facility Agent shall notify the Borrower of that Lender’s identity and the Borrower shall on demand refund it to the Facility Agent; and

(ii) the Lender by whom those funds should have been made available or, if the that Lender fails to do so, the Borrower shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

33.5 Application of receipts; partial payments

(a) If the Facility Agent or the Security Agent (as applicable) receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

(ii) secondly, in or towards payment pro rata of-:

(A) any accrued interest and fees due but unpaid to the Lenders under this Agreement; and

(B) any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Hedge Counterparties under the Hedging Agreements;

(iii) thirdly, in or towards payment pro rata of-:

(A) any principal due but unpaid to the Lenders under this Agreement; and

(B) any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties under the Hedging Agreements; and

(iv) fourthly, in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents.

(b) The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties, vary, or instruct the Security Agent to vary (as applicable), the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor.

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33.6 No set-off by Transaction Obligors

(a) All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(b) Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

33.7 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

33.8 Currency of account

(a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

33.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

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33.10 Currency Conversion

(a) For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange.

(b) The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

33.11 Disruption to Payment Systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred:

(a) the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b) the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 42 (Amendments and Waivers);

(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11 (Disruption to Payment Systems etc.);and

(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

34 SET-OFF

A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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35 BAIL-IN

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

36 NOTICES

36.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

36.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a) in the case of the Borrower, that specified in Schedule 1 (The Parties);

(b) in the case of each Lender, each Hedge Counterpartyor any other Obligor, that specified in Schedule 1 (The Parties)or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

(c) in the case of the Facility Agent, that specified in Schedule 1 (The Parties);and

(d) in the case of the Security Agent, that specified in Schedule 1 (The Parties),

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.

36.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

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(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 36.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties)(or any substitute department or officer as that Servicing Party shall specify for this purpose).

(c) All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

(d) Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.

(e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.4 Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 36.2 (Addresses)or changing its own address or fax number, the Facility Agent shall notify the other Parties.

36.5 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

(b) Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose.

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(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 36.5 (Electronic communication).

36.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

36.7 Hedging Agreement

Notwithstanding anything in Clause 1.1  (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by the Borrower with a Hedge Counterparty in connection with the Facility.

37 CALCULATIONS AND CERTIFICATES

37.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

37.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

37.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

38 PARTIAL INVALIDITY

(a)If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or

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enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

39 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Creditor Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document.  No election to affirm any Finance Document on the part of a Creditor Party shall be effective unless it is in writing.  No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

40 SETTLEMENT OR DISCHARGE CONDITIONAL

Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

41 IRREVOCABLE PAYMENT

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Creditor Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

42 AMENDMENTS AND WAIVERS

42.1 Required consents

(a) Subject to Clause 42.2 (All Lender matters)and Clause 42.3 (Other exceptions)any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.

(b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 42 (Amendments and Waivers).

(c) Without prejudice to the generality of Clause 29.8 (Rights and discretions), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

42.2 All Lender matters

Subject to Clause 42.4 (Replacement of Screen Rate), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(a) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

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(b) a postponement to or extension of the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;

(d) a change in currency of payment of any amount under the Finance Documents;

(e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the Facility;

(f) a change to any Transaction Obligor;

(g) any provision which expressly requires the consent of all the Lenders;

(h) this Clause 42 (Amendments and Waivers);

(i) any change to Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Drawdown), Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), Clause 7.5 (Mandatory prepayment of Hedging  Prepayment Proceeds), Clause 8(Interest), paragraph (a) of Clause 24.7 (Provision of valuations), Clause 25 (Accounts and, Application of Earnings and Hedge Receipts), Clause 27 (Changes to the Lenders), Clause 32 (Sharing among the Finance Parties), Clause 46 (Governing Law)or Clause 47 (Enforcement);

(j) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document);

(k) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i) the guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity);

(ii) the Security Assets; or

(iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

(l) the release of the guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity)or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document

shall not be made, or given, without the prior consent of all the Lenders.

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42.3 Other exceptions

(a) An amendment or waiver which relates to the rights or obligations of a Servicing Party or the Arranger or a Reference Bank (each in their capacity as such) may not be effected without the consent of that Servicing Party, the Arranger or that Reference Bank, as the case may be.

(b) An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be effected without the consent of that Hedge Counterparty.

(c) The relevant Hedge Counterparty and the Borrower may amend. supplement or waive the terms of any Hedging Agreement if permitted by paragraph (g) of Clause 8.5 (Hedging).

42.4 Replacement of Screen Rate

(a) Subject to Clause 42.3 (Other exceptions), if the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (unless the Borrower and the Facility Agent agree to a longer time period in relation to any request) of that request being made:

(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

42.5 Obligor Intent

Without prejudice to the generality of Clauses 1.2 (Construction)and 16.4 (Waiver of defences)each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

43 CONFIDENTIAL INFORMATION

43.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 43.2 (Disclosure of Confidential

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Information)and Clause 43.3 (Disclosure to numbering service providers)and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

43.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction including a securitisation under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 29.15 (Relationship with the other Finance Parties);

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation including any applicable data protection laws;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 27.8 (Security over Lenders’ rights);

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(viii) who is a Party, a member of the Group or any related entity of a Transaction Obligor;

(ix) as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or

(x) with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; and

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors.

43.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors the following information:

(i) names of Transaction Obligors;

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(ii) country of domicile of Transaction Obligors;

(iii) place of incorporation of Transaction Obligors;

(iv) date of this Agreement;

(v) Clause 46 (Governing Law);

(vi) the names of the Facility Agent and the Arranger;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount of Total Commitments;

(ix) currency of the Facility;

(x) type of Facility;

(xi) ranking of Facility;

(xii) Maturity Date for Facility;

(xiii) changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii) above; and

(xiv) such other information agreed between such Finance Party and the Borrower,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Facility Agent shall notify the Guarantor and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Transaction Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Transaction Obligors by such numbering service provider.

43.4 Entire agreement

This Clause 43 (Confidential Information)constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

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43.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

43.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 43.2 (Disclosure of Confidential Information)except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 43 (Confidential Information).

43.7 Continuing obligations

The obligations in this Clause 43 (Confidential Information)are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

44 CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

44.1 Confidentiality and disclosure

(a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b) The Facility Agent may disclose:

(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 8.5 8.6 (Notification of rates of interest);and

(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other

148

form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.

(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender or Reference Bank, as the case may be.

(d) The Facility Agent’s obligations in this Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations)relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.5 8.6(Notification of rates of interest)provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

44.2 Related obligations

(a) The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.

(b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

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(i) of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 44.1 (Confidentiality and disclosure)except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations).

44.3 No Event of Default

No Event of Default will occur under Clause 26.4 (Other obligations)by reason only of an Obligor’s failure to comply with this Clause 44 (Confidentiality of Funding Rates and Reference Bank Quotations).

45 COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

46 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

47 ENFORCEMENT

47.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

(b) The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c) This Clause 47.1 (Jurisdiction) is for the benefit of the Creditor Parties only.  As a result, no Creditor Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Creditor Parties may take concurrent proceedings in any number of jurisdictions.

47.2 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i) irrevocably appoints Ince Process Agents Limited at its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London E18QN, England, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent.  Failing this, the Facility Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1
THE PARTIES
PART A PART-A
THE OBLIGORS

Name of Borrower	Place of Incorporation	Registration number (orequivalent, if any)	Address for Communication
Zills Owning Company Limited	Marshall Islands	64406	c/o TMS TANKERS LTD.Athens Licenced Shipping OfficeOmega Building.;80 Kifissias Avenue;15125, Maroussi, Attikki, GreeceAttikki, Greece Fax: +30 210 8090205 Email:finance@tms-management.org Attn: Mr. Dimitrios Glynos
Name of Guranator	Place of Incorporation	Registration number (orequivalent, if any)	Address for Communication
Seoul Investment Holdings Dryships Inc.	Marshall Islands	77110 11911	c/o TMS TANKERS LTD.Athens Licenced Shipping OfficeOmega Building;80 Kifissias Avenue.;15125, Maroussi, Attikki, GreeceAttikki, Greece Fax: +30 210 8090205 Email:finance@tms-management.org Attn: Mr. Dimitrios Glynos

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PART B PART-B

THE ORIGINAL LENDERS

Name of Original Lender	Commitment	Address for Communication
DVB Bank SE, Amsterdam Branch	35,000,000 (all of which has been drawn down on the  Drawdown Date)	WTC Schiphol Tower F6th FloorAttn: Transaction ManagementSchiphol Boulevard 2551118 BH SchipholThe NetherlandsFax: +31 88 399 81138159 Email: Email:TLS.TM.Amsterdam@dvbbank.com
		with a copy to :
		DVB Bank SE3, Moraitini Street &1, Palea Leof. Posidonos,Bldg. K4 Delta Paleo Faliro175 61 Athens Email: D-Shipping Athens@dvbbank.com
		For rate fixing notices:
		DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.com

PART C
THE SERVICING PARTIES

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THE HEDGE COUNTERPARTIES

Name of Facility Agent Hedge Counterparty	Address for Communication
DVB Bank SE, Amsterdam Branchacting through its office atPlatz der Republik 660325, Frankfurt/MainGermany	WTC Schiphol Tower F6th FloorAttn: Transaction ManagementSchiphol Boulevard 2551118 BH SchipholThe NetherlandsFax: +31 88 399 81138159 Email:TLS.TM.Amsterdam@dvbbank.com
	with a copies copy to :
	DVB Bank SE, Athens Branch BANK SE3, Moraitini Street &1, Palea Leof. Posidonos,Bldg. K4 Delta Paleo Faliro175 61 Athens Email: D-Shipping Athens@dvbbank.com
	and
	DVB Bank SE, London BranchPark House16-18 Finsbury CircusLondon EC2M 7EBonly in relation to loan administrationEmail: TLS.LA.LONDON@DVBBANK.com

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PART C

THE SERVICING PARTIES

Name of Security Agent Arranger	Address for Communication
DVB Bank SE, Amsterdam Branch	WTC Schiphol Tower F6th FloorAttn: Transaction ManagementSchiphol Boulevard 2551118 BH SchipholThe NetherlandsFax: +31 88 399 81138159 Email:TLS.TM.Amsterdam@dvbbank.com
	with a copies copy to :
	DVB Bank SE, Athens Branch3, Moraitini Street &1, Palea Leof. Posidonos,Bldg. K4 Delta Paleo Faliro175 61 Athens Email: D-Shipping Athens@dvbbank.com
	and For rate fixing prices:
	DVB Bank SE, London BranchPark House16-18 Finsbury CircusLondon EC2M 7EBonly in relation to loan administrationEmail: TLS.LA.LONDON@DVBBANK.com

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Name of Facility Agent	Address for Communication
DVB Bank SE, Amsterdam Branch	WTC Schiphol Tower F6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The NetherlandsFax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com
	with a copy to:
	DVB Bank SE, Athens Branch3, Moraitini Street &1, Palea Leof. Posidonos,Bldg. K4 Delta Paleo Faliro175 61 Athens Email: D-Shipping Athens@dvbbank.com
	For rate fixing prices:
	DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.com

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Name of Security Agent	Address for Communication
DVB Bank SE, Amsterdam Branch	WTC Schiphol Tower F6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The NetherlandsFax: +31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com
	with a copy to :
	DVB Bank SE, Athens Branch 3, Moraitini Street & 1, Palea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com
	For rate fixing prices:
	DVB Bank SE, London BranchPark House16-18 Finsbury CircusLondon EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.com

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SCHEDULE 2
CONDITIONS PRECEDENT
PART A PART-A
CONDITIONS PRECEDENT TO DRAWDOWN REQUEST

1 Obligors

1.1 A copy of the constitutional documents of each Transaction Obligor.

1.2 A copy of a resolution of the board of directors of each Transaction Obligor:

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Drawdown Request and each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.

1.3 An original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party.

1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.

1.5 A copy of a resolution signed by the Shareholder as the holder of the issued shares in the Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Borrower is a party.

1.6 A certificate of each Transaction Obligor (signed by an officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be exceeded.

1.7 A certificate of each Obligor that is incorporated outside the UK (signed by an officer) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

1.8 A certificate of an authorised signatory of the relevant Transaction Obligor certifying that each copy document relating to it specified in this Part A of Schedule 2 (Conditions Precedent)is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

1.9 Evidence of satisfactory shareholding structure of the Transaction Obligors.

2 MOA

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2.1 Copies of the MOA and of all documents signed or issued by the Borrower under or in connection with it.

2.2 Such documentary evidence as the Facility Agent and its legal advisers may reasonably require in relation to the due authorisation and execution by the Borrower of the MOA and of all documents to be executed by the Borrower under and in connection with the MOA.

2.3 Evidence that the Borrower’s deposit of the Purchase Price has been paid by the Borrower to the Seller pursuant to the MOA.

3 Finance Documents

3.1 A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent).

3.2 A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to in this Schedule 2 (Conditions Precedent).

4 Security Documents

4.1 A duly executed original of Account Security and Shares Security (and of each document to be delivered under each of them) including confirmation of the appointment of any process agent under the Account Security.

5 Legal opinions

5.1 A legal opinion of Watson, Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in England, substantially in the form distributed to the Original Lenders before signing this Agreement.

5.2 A legal opinion of Watson Farley & Williams (New York) LLP, legal advisers to the Arranger, the Facility Agent and the Security Agent in the Marshall Islands, substantially in the form distributed to the Original Lenders before signing this Agreement.

5.3 A legal opinion of Watson Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in Germany, substantially in the form distributed to the Original Lenders before signing this Agreement.

6 Other documents and evidence

6.1 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

6.2 The Original Financial Statements of the Borrower and the Guarantor.

6.3 The original of any mandates or other documents required in connection with the opening or operation of the Earnings Account.

6.4 Such evidence as the Facility Agent may reasonably require for the Finance Parties to be able to satisfy each of their “know your customer” or similar identification procedures in relation to the transactions contemplated by the Finance Documents.

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PART B PART-B

CONDITIONS PRECEDENT TO PREPOSITIONING OF FUNDS

1 Obligors

A certificate of an authorised signatory of the relevant Obligor certifying that each corporate and copy document provided by it under Part A of Schedule 2 (Conditions Precedent)remains correct, complete and in full force and effect as at the Drawdown Date.

2 Borrower

A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent)is correct, complete and in full force and effect as at the Drawdown Date.

3 Other funds

Evidence that all sums then due (if any) to the Seller, other than the sums to be financed pursuant to the Drawdown Date, have been paid or will be paid to the Seller on the Delivery Date.

4 Vessel and other security

4.1 A duly executed but undated original of the Mortgage, the Deed of Covenant, the General Assignment and any Charterparty Assignment and of each document to be delivered under or pursuant to each of them together with instructions for the Facility Agent or its lawyers to date such documents.

4.2 The Commercial Management Agreement and the Technical Management Agreement, both on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with:

(a) a duly executed but undated original of the Manager’s Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager; and

(b) copies of the Approved Technical Manager’s Document of Compliance.

4.3 A valuation or, as the case may be, valuations of the Vessel, addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement and dated not earlier than 30 days before the Drawdown Date (unless otherwise agreed by the Facility Agent) from an Approved Valuer or Approved Valuers and prepared in accordance with Clause 24.7 (Provision of valuations), showing the Initial Market Value for the Vessel.

4.4 Confirmation from the Facility Agent’s insurance team that it is satisfied that the Vessel will be insured in accordance with the provisions of this Agreement.

5 Legal opinions

5.1 Draft agreed form legal opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of the Vessel, England and the Marshall Islands and such other relevant jurisdictions as the Facility Agent may require.

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6 Other documents and evidence

6.1 Evidence that any process agent referred to in Clause 47.2 (Service of process), if not an Obligor, has accepted its appointment.

6.2 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees)and Clause 15 (Costs and Expenses), including legal fees, have been paid or will be paid by the Drawdown Date.

6.3 Confirmation from the Account Bank that the Borrower’s Minimum Liquidity Amount is standing to the credit of the Earnings Account.

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PART C PART-C

CONDITIONS PRECEDENT TO DISBURSEMENT

1 Obligors

A certificate of an authorised signatory of the relevant Obligor certifying that each corporate and copy document provided by it under Part A and Part B of Schedule 2 (Conditions Precedent)remains correct, complete and in full force and effect as at the Delivery Date.

2 Borrower

A certificate of an authorised signatory of the Borrower certifying that each copy document which it is required to provide under this Part C of Schedule 2 (Conditions Precedent)is correct, complete and in full force and effect as at the Delivery Date.

3 Vessel and other security

3.1 Documentary evidence that the Mortgage has, simultaneously with the release of the Advance to the Seller, been duly registered as a valid first priority ship mortgage in accordance with the laws of the jurisdiction of the Approved Flag.

3.2 Documentary evidence that the Vessel:

(a) has, simultaneously with the release of the Advance to the Seller, been unconditionally delivered by the Seller to, and accepted by, the Borrower under the MOA and that the full purchase price payable and all other sums due to the Seller under the MOA have been paid to the Seller (including, but not limited to, a copy of the relevant invoice from the Seller to be provided by the Seller to the Borrower pursuant to the MOA);

(b) is definitively and provisionally registered in the name of the Borrower under the Approved Flag;

(c) is, simultaneously with the release of the Advance to the Seller, in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

(d) is classed with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and

(e) is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.

3.3 Copies of the Vessel’s Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires) and of any other documents required under the ISM Code and the ISPS Code in relation to the Vessel including without limitation an ISSC or evidence that such certificates will be issued shortly after the Delivery Date.

3.4 Copies of the powers of attorney and business license of the Seller, together with their English translations, evidencing the due authorisation and execution by the Seller of the MOA and of all documents to be executed by the Seller under and in connection with the MOA.

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SCHEDULE 3
REQUESTS
PART A PART A
DRAWDOWN REQUEST

From:	Zills Owning Company Limited
To:	DVB Bank SE, Amsterdam Branch

Dated: [●] 2017

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated [●] September 2017 (the “Agreement”)

1 We refer to the Agreement.  This is a Drawdown Request.  Terms defined in the Agreement have the same meaning in this Drawdown Request unless given a different meaning in this Drawdown Request.

2 We wish to borrow the Advance on the following terms:

Proposed Drawdown Date:	[●] 2017 (or, if that is not a Business Day,
the next Business Day)
Amount:	$ [●]or, if less, the Available Facility
Interest Period:	[●]

3 [You are authorised and requested to deduct from the Advance prior to funds being remitted the following amounts set out against the following items:

Deductible Items $

Arrangement Fee

Facility Agent’s solicitors’ fees inclusive of disbursements and VAT

[                      ] legal opinion fees (if any)

Net proceeds of Advance  __________________]

4 We confirm that each condition specified in Clause 4.1 (Conditions precedent to delivery of a Drawdown Request)and paragraph (a) of Clause 4.2 (Conditions precedent to prepositioning of funds)is satisfied on the date of this Drawdown Request.

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5 The [net] proceeds of this Advance should be credited to:

account number: [●]

name and SWIFT of account bank: [●]

name and SWIFT of US correspondent bank: [●]

6 This Drawdown Request is irrevocable.

Yours faithfully

_____________________________

[●]

authorised signatory for

Zills Owning Company Limited

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PART B PART-B

SELECTION NOTICE

From:	Zills Owning Company Limited
To:	DVB Bank SE, Amsterdam Branch

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated [●] September 2017 (the “Agreement”)

1 We refer to the Agreement.  This is a Selection Notice.  Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2 We request that, subject to paragraph (g) of Clause 9.1 (Selection of Interest Periods)of the Agreement, the next Interest Period for the Loan be [●].

3 This Selection Notice is irrevocable.

Yours faithfully

_____________________________

[●]

authorised signatory for

Zills Owning Company Limited

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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To:	DVB Bank SE, Amsterdam Branch as Facility Agent and DVB Bank SE, Amsterdam Branch as Security Agent
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated [●] 1 September 2017 (as amended and restated by a deed of accession amendment and restatement dated [●] June 2018,  the “Agreement”)

1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 We refer to Clause 27.5 (Procedure for transfer)of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance with Clause 27.5 (Procedure for transfer)of the Agreement.

(b) The proposed Transfer Date is [●].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 36.2 (Addresses)of the Agreement are set out in the Schedule.

3 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 27.4 (Limitation of responsibility of Existing Lenders)of the Agreement.

4 The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

5 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6 This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

7 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

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Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

167

THE SCHEDULECommitment/rights and obligations to be transferred[insert relevant details][Facility Office address, fax number and attention detailsfor notices and account details for payments.]

[Existing Lender]	[New Lender]
By: [●]	By: [●]

This Transfer Certificate is accepted by the Facility Agent [and the Security Agent] and the Transfer Date is confirmed as [●].

[Facility Agent]
By:  [●]

[Security Agent]
By:  [●]

168

SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To:	DVB Bank SE, Amsterdam Branch as Facility Agent, DVB Bank SE, Amsterdam Branch as Security Agent and Zills Owning Company Limited as Borrower, for and on behalf of each Transaction Obligor
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated [●] 1 September 2017 (as amended and restated by a deed of accession amendment and restatement dated [●] June 2018,  the “Agreement”)

1 We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2 We refer to Clause 27.6 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitment and participations in the Loan under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in the Loan under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3 The proposed Transfer Date is [●].

4 On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5 The Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause 36.2 (Addresses)are set out in the Schedule.

6 The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 27.4 (Limitation of responsibility of Existing Lenders).

7 The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

169

8 This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 27.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), to the Borrower (on behalf of each Transaction Obligor) of the assignment referred to in this Assignment Agreement.

9 This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

10 This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11 This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

THE SCHEDULE

Commitment rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for noticesand account details for payments]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Facility Agent [and the Security Agent] and the Transfer Date is confirmed as [●].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent][By:

[Security Agent]By:]

170

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To:	DVB Bank SE, Amsterdam Branch as Facility Agent
From:	Zills Owning Company Limited/Seoul Investment Holdings Inc.
From:	Dryships Inc.

Dated: [●]

Dear Sirs

Zills Owning Company Limited - Facility Agreement dated [●] 1 September 2017 (as amended and restated by a deed of accession amendment and restatement dated [●] June 2018,  the “Agreement”)

1 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that:

(a) an amount of $750,000 remains credited to the Earnings Account;

(b) as at the 6 month 3-month  period ending on [●] to which the financial statements referred to below ere prepared, the Guarantor is in compliance with the following covenants under Clause 19.2 (Guarantor’s financial covenants):

(i) the Book Equity is $[●];

(i) (ii) the Working Capital is $[●];

(ii) (iii) the Cash and Cash Equivalents are $ [●] per each Fleet Vessel [●];

(iii) (iv)the ratio of Net Interest Bearing Debt to Total Net Liabilities to Net  Market Value Adjusted Total Assets is [●]; and

(v) the ratio of EBITDA to Net Interest Expense, on a trailing four quarter basis, is [●],

(iv) To evidence such compliance, we attach a copy of the latest [annual][semi-annual[annual][quarterly] consolidated financial statements of the Group together with calculations and evidence setting out in reasonable detail the data and calculations made above (including valuations in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel which were used to calculate the Market Value Adjusted Total Assets of the Group as at [●]).

3 We confirm that no Default is continuing. *

Signed

171

[Authorised signatory]ofZILLS OWNING COMPANY LIMITED [Authorised signatory]ofSEOUL INVESTMENT HOLDINGS DRYSHIPS DRYSHIPS INC.

172

insert applicable certification language

__________________________

for and on behalf of[name of Auditors of the Borrower/Guarantor]

*If this statement cannot be made, the Compliance Certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

173

SCHEDULE 7

TIMETABLES

Delivery of a duly completed Drawdown Request (Clause 5.1 (Delivery of a Drawdown Request))or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	Five Business Days before the intended Drawdown Date (Clause 5.1 (Delivery of a Drawdown Request))or the expiry of the preceding Interest Period (Clause 9.1 (Selection of Interest Periods))
Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders’ participation)	Three Business Days before the intended Drawdown Date.
	Quotation Day as of 11:00 am London time
LIBOR is fixed
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 (Calculation of Reference Bank Rate)	Noon on the Quotation Day

174

EXECUTION PAGES

BORROWER
Signed by	)
duly authorised	)
for and on behalf of	)
ZILLS OWNING COMPANY LIMITED	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
GUARANTOR
Signed by	)
duly authorised	)
for and on behalf of	)
SEOUL INVESTMENT HOLDINGS DRYSHIPS INC.	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
ORIGINAL LENDERS
Signed by	)
duly authorised	)
for and on behalf of	)
DVB BANK SE, AMSTERDAM BRANCH	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)

175

HEDGE COUNTERPARTIES
Signed by	)
duly authorised	)
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
ARRANGER
Signed by	)
duly authorised	)
for and on behalf of	)
DVB BANK SE, AMSTERDAM BRANCH	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
FACILITY AGENT
Signed by	)
duly authorised	)
for and on behalf of	)
DVB BANK SE, AMSTERDAM BRANCH	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)

176

SECURITY AGENT
Signed by	)
duly authorised	)
for and on behalf of	)
DVB BANK SE, AMSTERDAM BRANCH	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)
ACCOUNT BANK
Signed by	)
duly authorised	)
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)

177

EX-4.38

Exhibit 4.38

Dated 11 October 2013

as amended and restated on 1 June 2018

RIGHTMOVE OWNERS INC.as Borrower

and

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

and

DVB BANK SE

as Agent, Arranger and Security Trustee

LOAN AGREEMENT

relating to a loan facility of (originally) up to US$30,000,000to part-finance the acquisition cost of aCapesize bulk carrier constructedat Shanghai Jiangnan Changxing Shipbuilding Co. Ltd., Chinahaving builder's hull number 1239 and named "HUAHINE"

WATSON FARLEY

&

WILLIAMS

Index

Clause		Page
1	Interpretation	1
2	Facility	18
3	Position of the Lenders	18
4	Drawdown	19
5	Interest	20
6	Interest Periods	22
7	Default Interest	22
8	Repayment and Prepayment	24
9	Conditions Precedent	26
10	Representations and Warranties	27
11	General Undertakings	31
12	Corporate Undertakings	37
13	Insurance	38
14	Ship Covenants	44
15	Security Cover	49
16	Payments and Calculations	51
17	Application of Receipts	53
18	Application of Earnings	54
19	Events of Default	55
20	Fees and Expenses	61
21	Indemnities	62
22	No Set-off or Tax Deduction	64
23	Illegality, etc	66
24	Increased Costs	67
25	Set-Off	69
26	Transfers and Changes in Lending Offices	70
27	Variations and Waivers	75
28	Notices	76
29	Supplemental	78
30	Law and Jurisdiction	79
31	Bail-In	80
Schedules
Schedule 1 Lenders and Commitments		81
Schedule 2 Drawdown Notice		82
Schedule 3 Condition Precedent Documents		83
Schedule 4 Transfer Certificate		86
Schedule 5 List of Approved Brokers		89
Schedule 6 DVB Form of Administration		90
Schedule 7 Part A Letter of Instruction to Classification Society		92
Part B Letter of Undertaking From the Classification Society		94
Schedule 8 Timetables		95
Execution
Execution Page		96

THIS AGREEMENT was made on 11 October 2013 and is amended and restated by an Amending and Restating Agreement dated 1 June 2018

PARTIES

(1) RIGHTMOVE OWNERS INC., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as Borrower;

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

(3) DVB BANK SE, as Agent;

(4) DVB BANK SE, as Arranger; and

(5) DVB BANK SE, as Security Trustee.

BACKGROUND

The Lenders have agreed to make available to the Borrower a secured term loan facility in an amount of up to the lesser of (i) $30,000,000 and (ii) 60 per cent. of the market value (determined pursuant to paragraph 6 of Schedule, 3 Part B) of a Capesize bulk carrier of approximately 206,000 metric tons deadweight constructed by Shanghai Jiangnan Changxing Shipbuilding Co., Ltd. in China bearing builder's Hull No. 1239, for the purpose of part-financing the acquisition cost of that ship. The amount of $30,000,000 has been drawn down on the Drawdown Date, of which an amount of $16,500,000 is outstanding by way of principal as at the date of the Amending and Restating Agreement.

1 INTERPRETATION

1.1 Definitions

Subject to Clause 1.5, in this Agreement:

"Account Bank" means DVB Bank SE, acting through its office at Platz der Republik 6, D-60325 Frankfurt Am-Main, Germany or any other bank or financial institution approved by the Majority Lenders with whom the Earnings Account may be maintained;

"Accounts Pledge" means a pledge agreement creating security in respect of the Earnings Account in the Agreed Form;

"Agency and Trust Agreement" means the agency and trust agreement dated the same date as this Agreement and made between the same parties;

"Agent" means DVB Bank SE, acting in such capacity through its office at Platz der Republik 6, D-60325 Frankfurt Am-Main, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

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

1

"Amending and Restating Agreement" means an amending and restating agreement dated 1 June 2018 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Agent, (iv) the Arranger and (v) the Security Trustee setting out the terms and conditions on which this Agreement has been amended and restated;

"Annex VI" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997);

"Approved Broker" means any of the brokers listed in Schedule 5 and, in the plural, means all of them;

"Approved Flag" means the flag of Malta, Liberia, the Marshall Islands or any other flag which the Agent may, with the authorisation of the Majority Lenders, approve as the flag on which the Ship may be registered;

"Approved Flag State" means Malta, Liberia, the Marshall Islands or any other country in which the Agent may, with the authorisation of the Majority Lenders, approve that the Ship may be registered;

"Approved Manager" means, in relation to the technical and commercial management of the Ship, TMS Dry Ltd., a corporation incorporated in The Marshall Islands and maintaining a law 89 shipmanagement office at 11 Fragkokklisias Street, 151 25 Maroussi, Greece or either:

(a) any other company in the same legal and beneficial ownership and control as TMS Dry Ltd.; or

(b) any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the commercial or, as the case may be, technical manager of the Ship;

"Approved Manager's Undertakings" means a letter of undertaking executed or to be executed by the Approved Manager in favour of the Security Trustee, agreeing certain matters in relation to the commercial and technical management of the Ship and subordinating its rights against the Ship and the Borrower to the rights of the Lenders under the Finance Documents, in the Agreed Form;

"Arranger" means DVB Bank SE, acting in such capacity through its office at Platz der Republik 6, D-60325 Frankfurt Am-Main, Germany, or any successor;

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

(a) the earlier of (i) the date on which the Contract is assigned and/ or novated in favour of any third party, (ii) Delivery Date of the Ship and (iii) 31 December 2013 (or such later date as the Agent may, with the authorisation of the Lenders, agree with the Borrower); or

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

"Bail-In Action" means the exercise of any Write-down and Conversion Powers;

2

"Bail-In Legislation" means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation;

"Balloon Instalment" has the meaning given in Clause 8.1(b);

"Borrower" means RIGHTMOVE OWNERS INC., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands;

"Builder" means Shanghai Jiangnan Changxing Shipbuilding Co. Ltd., a company incorporated and existing under the laws of the People's Republic of China having its registered office at No. 2468 Changxing Jiangnan Avenue, Changxing Town, Chongming County, Shanghai 201913, The People's Republic of China;

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London (in relation to a determination of an interest rate only), Frankfurt (in relation to funding only), New York (in relation to Dollar payments only) and otherwise Amsterdam, Athens and Piraeus;

"Charterparty" means any time charterparty in respect of the Ship of a duration (or capable of being or exceeding a duration) of 12 months or more, made on terms and with a charterer in all respects acceptable to the Agent;

"Charterparty Assignment" means a specific deed of assignment of the rights, title and interests of the Borrower in respect of any Charterparty in the Agreed Form;

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

"Contract" means the shipbuilding contract dated 17 May 2010 entered into between the Builder and CSTC and the Original Buyer (as amended and supplemented by an addendum No. 1 dated 17 May 2010, an addendum No. 2 dated 9 November 2012, an addendum No. 3 dated 26 April 2013 and an addendum No. 4 dated 18 June 2013 and novated, amended and supplemented by a novation agreement (the "Novation Agreement") dated 17 April 2013 pursuant to which the Original Buyer novated its rights, obligations and liabilities under that shipbuilding contract to the Borrower) in respect of the construction of the Ship by the Builder and its purchase by the Borrower;

"Contract Price" means $51,400,000, being the acquisition cost in respect of the Ship payable to the Builder pursuant to Article II of the Contract;

"Contractual Currency" has the meaning given in Clause 21.4;

3

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

"Corporate Guarantee" means the irrevocable, unconditional and on-demand guarantee of the obligations of the Borrower under this Agreement and the Finance Documents to which the Borrower is a party, executed or (as the context may require) to be executed by the Corporate Guarantor in favour of the Security Trustee in the Agreed Form;

"Corporate Guarantor" means Dryships Inc., a corporation incorporated and validly existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands;

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

"CSTC" means China Shipbuilding Trading Company Limited, a company organised and existing under the laws of the People's Republic of China and having its registered office at Fangyuan Mansion, 56 (Yi), Zhongguancum Nondajie, Beijing 100044, The People's Republic of China;

"Delivery Date" means the date on which the Ship was actually delivered to the Borrower pursuant to the Contract;

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

"Drawdown Date" means the date requested by the Borrower for the Loan to be advanced, or (as the context requires), the date on which the Loan is actually advanced;

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

"DVB Form of Administration" means a form to be issued by the Borrower to the Agent in the form set out in Schedule 6;

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

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

(i) all freight, hire and passage moneys;

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

(iii) remuneration for salvage and towage services;

(iv) demurrage and detention moneys;

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

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

4

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

"Earnings Account" means an account in the name of the Borrower with the Account Bank designated "Rightmove Owners Inc. - Earnings Account" and into which all Earnings are paid in accordance with Clause 18.1, or any other account which is designated by the Agent as the Earnings Account for the Ship for the purposes of this Agreement;

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway;

"Environmental Claim" means:

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

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

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

"Environmental Incident" means:

(a) any release of Environmentally Sensitive Material from the Ship; or

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

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

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

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

5

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

"Event of Default" means any of the events or circumstances described in Clause 19.1; "FATCA" means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA;

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction;

"Finance Documents" means:

(a) this Agreement;

(b) the Agency and Trust Agreement;

(c) the Corporate Guarantee;

(d) the General Assignment;

(e) the Mortgage;

(f) the Account Pledge;

(g) any Charterparty Assignment;

(h) the Shares Pledge;

(i) the Amending and Restating Agreement;

(j) the Approved Manager's Undertakings; and

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

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

6

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

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

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

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

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

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

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.8.

"GAAP" means generally accepted accounting principles as from time to time in effect in the United States of America including IFRS;

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

"Group" means the Corporate Guarantor and its subsidiaries for the time being (including, but not limited to, the Borrower and the Shareholder) and "member of the Group" shall be construed accordingly;

"IAPPC" means a valid international air pollution prevention certificate issued under Annex VI;

"IFRS" means international accounting standards within the meaning of the IAS Regulations 1606/2002 to the extent applicable to the relevant financial statements;

"Initial Market Value" means the Market Value of the Ship calculated in accordance with the valuations relative thereto referred to in paragraph 6 of Schedule 3, Part B;

"Instalment" has the meaning given in Clause 8.1(a); "Insurances" means:

(a) all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, effected in respect of the Ship, the Earnings or otherwise in relation to the Ship; and

(b) all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or

7

not the relevant policy, contract of insurance or entry has expired on the date of this Agreement;

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

"Interpolated Screen Rate" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,

each as of the Specified Time for Dollars;

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

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

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

"Lender" means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Agent under Clause 26.14) or its transferee, successor or assign;

"LIBOR" means, in relation to, the Loan or any part of the Loan:

(a) the applicable Screen Rate as of the Specified Time for Dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b) as otherwise determined pursuant to Clause 5.5,

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

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

"Major Casualty" means any casualty to the Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent in any other currency;

"Majority Lenders" means:

8

(a) before the Loan has been made, Lenders whose Commitments total 66.66 per cent. of the Total Commitments; and

(b) after the Loan has been made, Lenders whose Contributions total 66.66 per cent. of the Loan;

"Management Agreement" means the agreement dated 17 April 2013 and made between the Borrower and the Approved Manager pursuant to which the Approved Manager has agreed to provide technical and commercial management services to the Borrower in respect of the Ship;

"Margin" means 3.25 per cent. per annum;

"Market Value" means the market value of the Ship determined in accordance with Clause 15.3;

"Material Adverse Effect" means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or

(b) the ability of the Borrower or any Security Party to perform its obligations under any Finance Document; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Creditor Party under any of the Finance Documents;

"Minimum Liquidity" has the meaning given in Clause 11.17;

"Mortgage" means the first preferred or, as the case may be, priority ship mortgage on the Ship and, if required, a deed of covenant collateral thereto, in the Agreed Form;

"Notifying Lender" has the meaning given in Clause 23.1 or Clause 24.1 as the context requires;

"Original Buyer" means Amazon Owning Company Limited, a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, the Marshall Islands;

"Party" means a party to this Agreement;

"Payment Currency" has the meaning given in Clause 21.4;

"Permitted Security Interests" means:

(a) Security Interests created by the Finance Documents;

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

(c) liens for salvage;

(d) liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to the Ship not prohibited by this Agreement;

9

(e) liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.13(h);

(f) any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses where the Borrower is actively prosecuting or defending such proceedings or arbitration in good faith; and

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

"Permitted Ultimate Beneficial Ownership Change" means the Ultimate Beneficial Owner becoming the ultimate legal, direct or indirect, beneficial owner of the total issued share capital of the Borrower by way of transfer of all the shares of the Borrower to an entity which is wholly beneficially owned by the Ultimate Beneficial Owner and approved by all the Lenders in their sole discretion, subject to Clause 19.1(k);

"Pertinent Document" means:

(a) any Finance Document;

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

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

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

"Pertinent Jurisdiction", in relation to a company, means:

(a) England and Wales;

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

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

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

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

10

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

"Pertinent Matter" means:

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

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

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

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

"Prohibited Person" means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed;

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

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:

(a) if:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, as the rate at which the relevant Reference Bank could fund itself in Dollars for the relevant period with reference to the unsecured wholesale funding market.;

"Reference Banks" means, subject to Clause 26.16, the branch of DVB Bank SE at Platz der Republik 6, D-60325 Frankfurt Am-Main, Germany and the London branch of any other bank or financial institution selected by the Agent;

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

"Relevant Person" has the meaning given in Clause 19.9;

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

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

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers;

"Sanctions" means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a) imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or

(b) otherwise imposed by any law or regulation;

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower;

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

"Security Cover Ratio" means, at any relevant time, the aggregate of (i) the Market Value of the Ship and (ii) the net realisable value of any additional security provided at that time under Clause 15 expressed as a percentage of the Loan at that time;

"Security Interest" means:

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

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

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(c) any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;

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

"Security Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the Security Parties and the other Creditor Parties that:

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

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

(c) neither the Borrower nor any Security Party has any future or contingent liability under Clauses 20, 21 or 22 below or any other provision of this Agreement or another Finance Document; and

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

"Security Trustee" means DVB Bank SE, acting in such capacity through its office at Platz der Republik, D-60325 Frankfurt Am-Main, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

"Servicing Bank" means the Agent or the Security Trustee;

"Shareholder" means Drybulk Investments Inc., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands;

"Shares Pledge" means a pledge over all the shares in the Borrower in the Agreed Form;

"Ship" means the Capesize bulk carrier of approximately 206,000 metric tons deadweight constructed by the Builder for, and purchased by, the Borrower pursuant to the Contract, having Builder's Hull No. 1239, and registered, in the ownership of the Borrower with IMO No. 9587257 under an Approved Flag with the name "HUAHINE";

"Specified Time" means a day or time determined in accordance with Schedule 8;

"Total Loss" means:

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

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

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

"Total Loss Date" means:

(a) in the case of anactual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of;

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

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

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

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

"Transfer Certificate" has the meaning given in Clause 26.2;

"Trust Property" has the meaning given in clause 3.1 of the Agency and Trust Agreement;

"Ultimate Beneficial Owner" means Mr. George Economou, a citizen of Greece residing, as at the date of this Agreement, at 38 Boulevard du Jardin Exotique, 98000 Monaco, and/or any of his linear descendants;

"Underlying Documents" means, together, the Contract, the Management Agreement and any Charterparty and, in the singular, means any of them;

"US" means the United States of America;

"US Tax Obligor" means:

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

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

"VAT" means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

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(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere; and

"Write-down and Conversion Powers" means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

1.2 Construction of certain terms

In this Agreement:

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

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

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

"company" includes any partnership, joint venture and unincorporated association;

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

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

"document" includes a deed; also a letter or fax;

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

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

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

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

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

"months" shall be construed in accordance with Clause 1.3;

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

"parent company" has the meaning given in Clause 1.4;

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

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

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

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

"subsidiary" has the meaning given in Clause 1.4;

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

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

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1.3  Meaning of "month"

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

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

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

and "month" and "monthly" shall be construed accordingly.

1.4  Meaning of "subsidiary"

A company (5) is a subsidiary of another company (P) if:

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

(b) P has direct or indirect control over a majority of the voting rights attaching to the issued shares of 5; or

(c) P has the direct or indirect power to appoint or remove a majority of the directors of 5; or

(d) P otherwise has the direct or indirect power to ensure that the affairs of 5 are conducted in accordance with the wishes of P,

and any company of which 5 is a subsidiary is a parent company of S.

1.5  General Interpretation

In this Agreement:

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

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

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

(d) Clauses 1.1 to 1.5 apply unless the contrary intention appears.

1.6  Headings

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

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2 FACILITY

2.1 Amount of facility

Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a secured term loan facility, in a single advance, in an amount of up to the lesser of (a) $30,000,000 and (b) 60 per cent. of the Initial Market Value of the Ship. The amount of $30,000,000 has been drawn down on the Drawdown Date, of which an amount of $16,500,000 is outstanding by way of principal as at the date of the Amending and Restating Agreement.

2.2 Lenders' participations in Loan

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

2.3 Purpose of Loan

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

3 POSITION OF THE LENDERS

3.1 Interests of Lenders

      The rights of the Lenders under this Agreement are several.

3.2 Individuals Lender's right of action

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

3.3 Proceedings by individual Lender requiring Majority Lender consent

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

3.1 Obligations of Lenders several

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

(a) the obligations of the other Lenders being increased; nor

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

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

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4 DRAWDOWN

4.1 Request for the Loan

Subject to the following conditions, the Borrower may request the Loan to be advanced by ensuring that the Agent receives the completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date. The Parties acknowledge that the Loan has been drawn down on the Drawdown Date.

4.2 Availability

The conditions referred to in Clause 4.1 are that:

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

(b) the amount of the Loan shall not exceed an amount equal to the lesser of (i) $30,000,000 and (ii) 60 per cent. of the Initial Market Value of the Ship.

4.3 Notification to Lenders of receipt of the Drawdown Notice

The Agent shall promptly notify the Lenders that it has received the Drawdown Notice and shall inform each Lender of:

(a) the amount of the Loan and the Drawdown Date;

(b) the amount of that Lender's participation in the Loan; and

(c) the duration of the first Interest Period.

4.4 Drawdown Notce irrevocable

The Drawdown Notice must be signed by a duly authorised representative of the Borrower; and once served, the Drawdown Notice cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders.

4.5 Lenders to make available Contributions

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

4.6 Distribution of Loan

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

(a) to the account which the Borrower specifies in the Drawdown Notice; and

(b) in the like funds as the Agent received the payments from the Lenders.

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4.7 Distribution of Loan to third party

The payment by the Agent under Clause 4.6 shall constitute the borrowing of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution.

5 INTEREST

5.1 Payment of normal interest

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

5.2 Normal rate of interest

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

5.3 Payment of accrued interest

In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.

5.4 Notification of Interest Periods and rates of normal interest

The Agent shall notify the Borrower and each Lender of:

(a) each rate of interest;

(b) the duration of each Interest Period; and

(c) each Funding Rate relating to the Loan or any part of the Loan,

as soon as reasonably practicable after each is determined.

5.5 Unavilability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) Dollars; or

(ii) the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and fora period equal in length to the Interest Period of the Loan or that part of the Loan.

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(c) Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 5.8 shall apply to the Loan or that part of the Loan for that Interest Period.

5.6 Calculation of Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

5.7 Market disruption

If before close of business in London on the Quotation Date for the relevant Interest Period the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 10 per cent. of the Loan or the relevant part of the Loan as appropriate) (the "Relevant Lender") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 5.8 shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

5.8 Cost of funds

(a) If this Clause 5.8 applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

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

(b) If this Clause 5.8 applies and the Agent or the Borrowers so require, the Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c) Any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrowers, be binding on all parties to this Agreement.

(d) If paragraph (e) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e) If this Clause 5.8 applies pursuant to Clause 5.7 and:

(i) a Lender's Funding Rate is less than LIBOR; or

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(ii) a Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above,

the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

6 INTEREST PERIODS

6.1 Commencement of Interest Periods

The first Interest Period shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

6.2 Duration of normal Interest Periods

Subject to Clauses 6.3 and 6.4, each Interest Period shall be:

(a) 3 months; or

(b) such other period as the Agent may, in its absolute discretion, agree with the Borrower not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the relevant Interest Period.

6.3 Duration of Interest Periods for Instalments

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

6.4 Non-availability of matching deposits for Interest Period selected

If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of 3 months.

7 DEFAULT INTEREST

7.1 Payment of default interest on overdue amounts

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

(a) the date on which the Finance Documents (or any of them) provide that such amount is due for payment; or

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

(c) if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable.

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7.2 Default rate of interest

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

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

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

7.3 Calculation of default rate of interest

The rates referred to in Clause 7.2 are:

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

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

(i) LIBOR; or

(ii) if the Agent (after consultation with the Reference Banks) determines that Dollar deposits for any such period are not being made available to any Reference Bank by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Reference Banks from such other sources as the Agent (after consultation with the Reference Banks) may from time to time determine.

7.4 Notification of interest periods and default rates

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

7.5 Payment of accrued default interest

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

7.6 Compounding of default interest

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

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8 REPAYMENT AND PREPAYMENT

8.1 Amount of Instalments

Save as otherwise repaid or prepaid prior to the date of the Amending and Restating Agreement, the Borrower shall repay the Loan by:

(a) 6 consecutive quarterly instalments (each an "Instalment" and, together, the "Instalments"), each in the amount of (i) in the case of each of the first and the second Instalments $750,000; and (ii) in the case of the third to the sixth Instalments (inclusive) $500,000; and

(b) a balloon instalment (the "Balloon Instalment") in the amount of $13,000,000.

8.2 Repayment Dates

The first Instalment shall be repaid on 17 July 2018, each subsequent Instalment shall be repaid at three-monthly intervals thereafter and the last Instalment shall be repaid, together with the Balloon Instalment, on the date falling on 17 October 2019.

8.3 Final Repayment Date

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

8.4 Voluntary prepayment

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

8.5 Conditions for voluntary prepayment

The conditions referred to in Clause 8.4 are that:

(a) a partial prepayment shall be $500,000 or a multiple of $500,000;

(b) the Agent has received from the Borrower at least 5 Business Day's prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made;

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

(d) if such prepayment results in the Loan being fully prepaid (by being refinanced by any bank or financial institution other than DVB Bank SE), the payment of the applicable Prepayment Fee pursuant to Clause 8.12.

8.6 Effect of notice of prepayment

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

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8.7 Notification of notice of prepayment

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

8.8 Mandatory prepayment

The Borrower shall be obliged to prepay the Loan if the Ship is sold, refinanced by another bank or financial institution or becomes a Total Loss:

(a) in the case of a sale, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or

(b) in the case of a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.

8.9 Amounts payable on prepayment

A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.

8.10 Application of partial prepayment

Each partial prepayment shall be applied pro rata against the repayment Instalments and the Balloon Instalment specified in Clauses 8.1(a) and 8.1(b), respectively.

8.11 No reborrowing

No amount prepaid or repaid may be reborrowed.

If the Loan is fully prepaid (through a refinancing by any bank or financial institution other than the Agent) at any time during the 36-month period commencing on the date of this Agreement, the Borrower shall pay to the Lenders on the date on which such prepayment is effected pursuant to this Clause 8 a prepayment fee (the "Prepayment Fee") equal to the Relevant Percentage of the amount prepaid.

In this Clause 8.12, "Relevant Percentage" means:

(i) for the period commencing on the date of this Agreement and ending on the date falling on the first anniversary (the "First Date") thereof, 3 per cent.;

(ii) for the period commencing on the First Date and ending on the first anniversary thereof (the "Second Date"), 2 per cent.; and

(iii) for the period commencing on the Second Date and ending on the first anniversary thereof, 1 per cent.

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9 CONDITIONS PRECEDENT

9.1 Documents, fees and no default for Advance

Each Lender's obligation to contribute to the Loan is subject to the following conditions precedent:

(a) that on or before the date of this Agreement, the Agent receives:

(i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and

(ii) payment of the upfront fee pursuant to Clause 20.1(a);

(b) that, on or prior to the Drawdown Date, the Agent receives:

(i) the documents described in Part B of Schedule 3 in form and substance satisfactory to it and its lawyers; and

(ii) payment of all accrued commitment fee pursuant to Clause 20.1(b);

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

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

(ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;

(iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing;

(iv) there has been no material adverse change in the financial position, state of affairs or prospects of the Borrower, the Corporate Guarantor, the Shareholder, any of the Security Parties or any other member of the Group; and

(v) a material adverse global economic or political development in connection with the Borrower, the Corporate Guarantor, the Shareholder, any of the Security Parties or any other member of the Group; and

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

9.2 Waiver of conditions precedent

If the Majority Lenders, at their discretion, permit the Loan to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).

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10 REPRESENTATIONS AND WARRANTIES

10.1 General

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

10.2 Status

The Borrower is duly incorporated and validly existing and in good standing under the laws of the Marshall Islands, is not immune to any legal proceedings in such country of incorporation and is not the beneficiary of any legal privileges which would result in any special immunity to legal action.

10.3 Share capital and ownership

(a) The Borrower has an authorised share capital divided into 500 registered shares of $20 each, all of which shares have been issued in registered form, and the legal title of all those shares is held, free of any Security Interest (except for those created by the Shares Pledge) or other claim, by the Shareholder.

(b) The Borrower is 100 per cent. owned directly or indirectly (but, if indirectly, only through the Shareholder), by the Corporate Guarantor (unless a Permitted Ultimate Beneficial Ownership Change has been effected in accordance with, and subject to, the terms of Clause 19.1(k)).

(c) The ultimate beneficial ownership and control of at least 50.1 per cent. of the issued and outstanding common stock of the Corporate Guarantor (and the voting rights attaching to those shares) is held, directly or indirectly, by the Ultimate Beneficial Owner.

10.4 Corporate power

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

(a) to carry out its business carried on or to be carried on by it and own its assets owned or to be owned by it;

(b) to execute the Contract and the Underlying Documents, to purchase and pay for the Ship thereunder and register the Ship in its name under an Approved Flag;

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

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

10.5 Consents in force

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

10.6 Legal validity; pari passu ranking; admissibility in evidence; effective Security Interests

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

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(a) be admissible in evidence and are in full force and effect;

(b) rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law;

(c) constitute the Borrower's legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and

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

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

10.7 No third party Security Interests

Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document:

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

(b) no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8 No conflicts

The execution by the Borrower of each Finance Document and the Underlying Documents, and the borrowing by the Borrower of the Loan, and its compliance with each Finance Document to which it is a party and the Contract will not involve or lead to a contravention of:

(a) any law or regulation; or

(b) the constitutional documents of the Borrower; or

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

10.9 No withholding taxes; stamp duty

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

10.10 No default

No Event of Default or Potential Event of Default has occurred.

10.11 Information

All information which has been provided in writing by or on behalf of the Borrower or any Security Party to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts which have been so provided

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satisfied the requirements of Clause 11.7; and there has been no material adverse change in the financial position or state of affairs of the Borrower from that disclosed in the latest of those accounts.

10.12 No litigation

No legal or administrative action involving the Borrower (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrower's knowledge, is likely to be commenced or taken.

10.13 Validity and completeness of Underlying Documents

Each Underlying Document constitutes valid, binding and enforceable obligations of the parties to it in accordance with its terms; and:

(a) the copy of each Underlying Document delivered to the Agent before the date of this Agreement is a true and complete copy; and

(b) no amendments or additions to any of the Underlying Documents have been agreed nor has any of the relevant parties waived any of their respective rights under the Contract.

10.14 No rebates etc.

Other than as disclosed to the Lenders in writing, there is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Borrower, the Builder or any third party in connection with the purchase of the Ship.

10.15 Compliance with certain undertakings

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

10.16 Taxes paid

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

10.17 ISM Code, ISPS Code and Environmental Law compliance

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

10.18 No money laundering

Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrower of the Loan, the performance and discharge of its obligations and liabilities under the Finance Documents to which it is a party, and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrower is a party, the Borrower confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement; and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat

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"money laundering" (as defined in Article 1 of Directive 2015/849/EC of the European Parliament and of the Council).

10.19 Title and ownership

The Borrower has good title to each of the assets owned or purported to be owned by it.

10.20 No prior business

The Borrower has not traded or carried on business prior to the date of this Agreement other than the entering into each Underlying Document.

10.21 Employees and pension scheme obligations

The Borrower has no employees nor obligations in respect of any pensions scheme save for, and in relation to, the master, officers and crew of the Ship.

10.22 Submission to jurisdiction and choice of laws

Each submission to jurisdiction, and choice of law, by the Borrower contained in any Finance Document is effective.

10.23 No adverse consequences in jurisdiction of incorporation

The Lenders, nor any of them, will not be deemed to be resident, domiciled, carrying on business or subject to taxation, in the Marshall Islands by reason only of the negotiation, preparation, execution, performance, enforcement of, and/or receipt of any payment due from the Borrower under any Finance Document.

10.24 Accounting reference date

The accounting reference date for the Borrower is 31 December.

10.25 Sanctions

(a) Neither the Borrower nor any Security Party:

(i) and no director or officer, or to the best of its knowledge employee, of the Borrower or a Security Party, is a Prohibited Person;

(ii) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; or

(iii) owns or controls a Prohibited Person.

(b) No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

10.26 US Tax Obligor

Neither the Borrower nor any Security Party is a US Tax Obligor.

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10.27 Repetition of representations and warranties

The representations and warranties set out in this Clause 10 would be true and not misleading if repeated on the first day of each Interest Period.

11 GENERAL UNDERTAKINGS

11.1 General

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

11.2 Title; negative pledge and subordination

The Borrower will:

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

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

(c) procure that every person to whom that Borrower's other present and future unsecured liabilities (except for liabilities which are mandatorily preferred by law) are owed fully subordinates (in a manner acceptable to the Agent) its rights in respect of such liabilities to those of the Creditor Parties under the Finance Documents.

11.3 No disposal of assets

The Borrower will not transfer, lease or otherwise dispose of:

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

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

but paragraph (a) does not apply to any charter of the Ship as to which Clause 14.13 applies.

For the purposes of paragraph (a), "a substantial part of its assets" means at least 49 per cent. of the assets or revenue of the Borrower.

11.4 No other liabilities or obligations to be incurred

The Borrower will not incur any Financial Indebtedness, liability or obligation except:

(a) liabilities and obligations under each Underlying Document and the Finance Documents to which it is a party; and

(b) liabilities or obligations reasonably incurred in the ordinary course of operating and chartering the Ship.

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11.5 Information provided to be accurate

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

11.6 Provision of financial statements

The Borrower will send or procure these are sent to the Agent:

(a) as soon as possible, but in no event later than 180 days after the end of each of their respective financial years:

(i) the annual unaudited accounts of the Borrower for that financial year, duly certified as to their correctness by an officer or any other authorised signatory of the Borrower; and

(ii) the annual audited consolidated accounts of the Corporate Guarantor for that financial year;

(b) as soon as possible, but in no event later than 90 days after the end of each six-month period of each financial year of the Borrower, the semi-annual unaudited accounts of the Borrower for that six-month period; and

(c) as soon as possible, but in no event later than 90 days after the end of each three-month period of each financial year of the Corporate Guarantor, the unaudited consolidated accounts of the Corporate Guarantor for that three-month period.

The accounts required to be provided by the Borrower or the Corporate Guarantor under this Clause 11.6 shall include, or shall be supplemented by, updated details of all off balance sheets and time charter hire commitments.

To the extent that the financial statements and other information required to be provided by the Borrower of the Corporate Guarantor to the Agent under this Clause 11.6 are published on the internet by, or on behalf of the Borrower or the Corporate Guarantor, such statements and information must be made immediately available to the Agent and in any event within 5 Business Days of such publication.

11.7 Form of financial statements

All accounts delivered under Clause 11.6 will:

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

(b) give a true and fair view of the state of affairs of the Borrower or, as the case may be, the Group at the date of those accounts and of its or their profit for the period to which those accounts relate; and

(c) fully disclose or provide for all significant liabilities of the Borrower or, as the case may be, the Group.

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11.8 Shareholder and creditor notices

The Borrower will send to the Agent, at the same time as they are despatched, copies of all communications which are despatched to the Borrower's shareholders or creditors or any class of them.

11.9 Consents and compliance with laws

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

(a) for the Borrower to perform its obligations under each Underlying Document and any Finance Document to which it is a party;

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

(c) for the Borrower to continue to own and operate the Ship and any other asset owned by it, and

(d) (without prejudice to its other obligations under the Finance Documents), for the Borrower to comply in all respects, with all laws and regulations to which it may be subject including, without limitation, all Environmental Laws and all intellectual property laws,

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

11.10 Maintenance of Security Interests

The Borrower will:

(a) at its own cost, do all that it is necessary to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

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

11.11 Notification of litigation

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

11.12 No amendment or termination of any Underlying Document

The Borrower will not terminate or agree to any amendment or supplement to, or waive or fail to enforce, any Underlying Document or any of its provisions.

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11.13 Principal place of business

The Borrower will maintain its place of business, and keep its corporate documents and records, at the address disclosed to the Agent prior to the date of this Agreement; and the Borrower will not establish, or do anything as a result of which it would be deemed to have, a place of business in the United Kingdom or the United States of America.

11.14 Confirmation of no default

The Borrower will, within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by an officer of the Borrower and which:

(a) states that no Event of Default or Potential Event of Default has occurred; or

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

The Agent may serve requests under this Clause 11.14 from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 51 per cent. of the Loan or (if the Loan has not been made) Commitments exceeding 51 per cent of the Total Commitments; and this Clause 11.14 does not affect the Borrower's obligations under Clause 11.15.

11.15 Notification of default

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

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

(b) any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

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

11.16 Provision of further information

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

(a) to the Borrower, the Shareholder, any other Security Party, the Group, the Ship, the Earnings or the Insurances (including, without limitation, balance sheets and details of charter-hire commitments); or

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

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

11.17 Minimum Liquidity

The Borrower shall maintain in the Earnings Account as from the Drawdown Date and at all times thereafter aggregate balances in an amount of not less than $500,000 (the "Minimum Liquidity").

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11.18 Provision of copies and translation of documents

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

11.19 "Know your customer" checks

If:

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

(b) any change in the status of the Borrower or any Security Party after the date of this Agreement; or

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

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

11.20 Bank account statements

The Borrower will procure that the Agent is sent at its request all of the bank statements for the Earnings Account (with such statements to be, if available, in electronic format).

11.21 No petition for insolvency

The Borrower will procure that none of its material creditors petition for the Borrower's insolvency nor take any related proceedings.

11.22 Separateness

The Borrower will:

(a) keep its own separate books and records;

(b) maintain its own separate accounts;

(c) not co-mingle its assets with any other person;

(d) conduct business in its own name;

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(e) observe all corporate and other formalities required by its constitutional documents;

(f) prepare its own separate financial statements;

(g) pay its liabilities out of its own funds;

(h) maintain adequate capital for the business carried out or to be carried out by it;

(i) not pledge the Lenders' credit;

(j) (if applicable) use its own separate stationery, invoices and cheque books;

(k) hold itself out as a separate legal entity; and

(l) correct any known misunderstanding regarding its separate identity.

11.23 No VAT group

The Borrower shall not be a member of a VAT (value added tax) group.

11.24 Environmental compliance

The Borrower shall, and shall procure that each Security Party will:

(a) comply with all Environmental Laws;

(b) obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

11.25      Environmental claims

The Borrower shall, and shall procure that each Security Party will, promptly upon becoming aware of the same, inform the Agent in writing of:

(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

11.26 Securitisation

The Borrower shall, and shall procure that each Security Party (other than the Approved Manager) will, assist the Agent and/or any Lender in achieving a successful securitisation (or similar transaction) in respect of the Loan and the Finance Documents and the Borrower's or such Security Party's reasonable costs for providing such assistance shall be met by the relevant Lender.

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12 CORPORATE UNDERTAKINGS

12.1 General

The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing (in the case of Clause 12.3(b)), such permission not to be unreasonably withheld if:

(a) the Borrower is in compliance with all its covenants under the Finance Documents;

(b) the payment of a dividend would not result in the Minimum Liquidity falling below $1,500,000; and

(c) the payment of a dividend would not result in the Security Cover Ratio falling below 167 per cent.

12.2 Maintenance of status

The Borrower will maintain its separate corporate existence and remain in good standing under the laws of the Marshall Islands.

12.3 Negative undertakings

The Borrower will not:

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

(b) subject to the provisions of Clause 12.1, pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital; or

(c) provide any form of credit or financial assistance to:

(i) a person, including without limitation the Corporate Guarantor, who is directly or indirectly interested in the Borrower's share or loan capital; or

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

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

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

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

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

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(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation (except in the case of a reorganisation arising in connection with a Permitted Ultimate Beneficial Ownership Change and subject to Clause 19.1(k)); or

(h) change its constitutional documents; or

(i) employ and will procure that the Ship is not employed nor suffer the Ship's employment:

(i) in breach of any Sanctions; or

(ii) in any trade, carriage of goods or business in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on the Borrower, any Security Party or any operator of the Ship) or in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; or

(iii) in carrying illicit or prohibited goods; or

(iv) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

(v) by or for the benefit of a Prohibited Person.

13 INSURANCE

13.1 General

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

13.2 Maintenance of obligatory insurances

The Borrower shall keep the Ship insured at the expense of the Borrower against:

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

(b) war risks;

(c) protection and indemnity risks (including liability for oil pollution and excess war risk P&I cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover), or other with written consent from the Security Trustee;

(d) freight, demurrage and defence risks; and

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

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13.3 Terms of obligatory insurances

The Borrower shall effect such insurances:

(a) in Dollars;

(b) in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis equal to the greater of (i) 120 per cent. of the Loan and (ii) the Market Value of the Ship;

(c) in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available (currently being $1,000,000,000) under basic protection and indemnity club entry and in the international marine insurance market;

(d) in relation to protection and indemnity and freight, demurrage and defence risks in respect of the full tonnage of the Ship;

(e) on approved terms; and

(f) through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

13.4 Further protections for the Creditor Parties

In addition to the terms set out in Clause 13.3, the Borrower shall procure that the obligatory insurances shall:

(a) name the Borrower as the named assured unless the interest of every other named assured is limited:

(i) in respect of any obligatory insurances for hull and machinery and war risks;

(A) to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B) to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii) in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it,

and every other named assured has undertaken in writing to the Security Trustee (in such form as it requires) that any deductible shall be apportioned between the Borrower and every other named assured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b) name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;

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

(d) provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and

(e) provide that the Security Trustee may make proof of loss if the Borrower fails to do so.

13.5 Renewal of obligatory insurances

The Borrower shall:

(a) at least 7 days before the expiry of any obligatory insurance:

(i) notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii) obtain the Security Trustee's approval to the matters referred to in paragraph (i);

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

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

13.6 Copies of policies; letters of undertaking

The Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters or undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:

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

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

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

(d) they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and

(e) they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by the Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of the Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such

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premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Ship forthwith upon being so requested by the Security Trustee.

13.7 Copies of certificates of entry

The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship is entered provides the Security Trustee with:

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

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

(c) a copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Ship.

13.8 Deposit of original policies

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

13.9 Payment of premiums

The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Security Trustee.

13.10 Guarantees

The Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

13.11 Compliance with terms of insurances

The Borrower shall not do and shall not omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:

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

(b) it shall not make any changes relating to the classification or classification society or manager or operator of the Ship approved by the underwriters of the obligatory insurances without first obtaining the consent of the insurers;

(c) it Borrower shall make all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

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

13.12 Alteration to terms of insurances

The Borrower shall neither make nor agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.

13.13 Settlement of claims

The Borrower shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

13.14 Provision of copies of communications

The Borrower shall provide the Security Trustee, when so required by the Security Trustee in writing, copies of all written material communications between the Borrower and:

(a) the approved brokers;

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

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

(i) the Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls;

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

(iii) a claim under any obligatory insurances of the Ship.

13.15 Provision of information

Inaddition, the Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) requests for the purpose of:

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

(b) effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 below or dealing with or considering any matters relating to any such insurances,

and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).

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13.16 Mortgagee's interest, additional perils and political risks insurances

The Security Trustee shall be entitled from time to time to effect, maintain and renew all or any of the following insurances (including, without limitation, mortgagee's political risks insurance and mortgagee's rights insurance), on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate:

(a) a mortgagee's interest insurance in an amount equal to 120 per cent. of the Loan providing for the indemnification of the Creditor Parties for any losses under or in connection with any Finance Document which directly or indirectly result from loss of or damage to the Ship or a liability of the Ship or of the Borrower, being a loss or damage which is prima facie covered by an obligatory insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or on the basis of an allegation concerning:

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

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

(iii) any other matter capable of being insured against under a mortgagee's interest marine insurance policy whether or not similar to the foregoing;

(b) a mortgagee's interest additional perils policy in an amount equal to 120 per cent. of the Loan as may be required by the Security Trustee providing for the indemnification of the Creditor Parties against, among other things, any possible losses or other consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of the Ship, the imposition of any Security Interest over the Ship and/or any other matter capable of being insured against under a mortgagee's interest additional perils policy whether or not similar to the foregoing,

and the Borrower shall upon demand fully indemnify the Creditor Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

13.17 Review of insurance requirements

The Security Trustee shall be entitled to review the requirements of this Clause 13 from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Agent (acting on the instructions of the Majority Lenders), significant and capable of affecting the Borrower, the Ship and its Insurances (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which the Borrower may be subject) and the Borrower shall upon demand fully indemnify the Agent in respect of all fees and other expenses incurred by or for the account of the Agent in appointing an independent marine insurance broker or adviser to conduct such review.

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13.18 Modification of insurance requirements

The Security Trustee shall notify the Borrower of any proposed modification under Clause 13.17 to the requirements of this Clause 13 which the Security Trustee reasonably consider appropriate in the circumstances, and such modification shall take effect on and from the date it is notified in writing to the Borrower as an amendment to this Clause 13 and shall bind the Borrower accordingly.

13.19 Compliance with Security Trustee's instructions

The Security Trustee shall be entitled (without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to require the Ship to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until the Borrower implements any amendments to the terms of the obligatory insurances and any operational changes required as a result of a notice served under Clause 13.19.

14 SHIP COVENANTS

14.1 General

The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 14 at all times during the Security Period except as the Agent, with the authorisation of the Majority Lenders, may otherwise permit in writing.

14.2 Ship's name and registration

The Borrower shall keep the Ship registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of the Ship.

14.3 Repair and classification

The Borrower shall keep the Ship in a good and safe condition and state of repair:

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

(b) so as to maintain the highest class with Bureau Veritas or any other first-class classification society which is a member of IACS and acceptable to the Agent free of outstanding and overdue recommendations and conditions; and

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

14.4 Classification society undertaking

The Borrower shall instruct (by sending a letter in the form set out in Schedule 7, Part A) the classification society referred to in Clause 14.3 (and procure that the classification society undertakes with the Security Trustee by entering into an undertaking substantially in the form set out in Schedule 7, Part B):

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(a) to send to the Security Trustee, following receipt of a written request from the Security Trustee, certified true copies of all original class records held by the classification society in relation to the Ship;

(b) to allow the Security Trustee (or its agents), at any time and from time to time, to inspect the original class and related records of the Borrower and the Ship either (i) electronically (through the classification society directly or by way of indirect access via the Borrower's account manager and designating the Agent as a user or administrator of the system under its account) or (ii) in person at the offices of the classification society and to take copies of them electronically or otherwise;

(c) to notify the Security Trustee immediately in writing (at: TI.S.TM.Amsterdam@dvbbank.corn and techcom@dvbbank.com) if the classification society:

(i) receives notification from the Borrower or any other person the Ship's classification society is to be changed; or

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

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

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

(ii) if the Borrower is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Security Trustee in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the classification society.

14.5 Modification

The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on the Ship which would or might materially alter the structure, type or performance characteristics of the Ship or materially reduce its value.

14.6 Removal of parts

The Borrower shall not remove any material part of the Ship, or any item of equipment installed on, the Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on the Ship the property of the Borrower and subject to the security constituted by the Mortgage Provided that the Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship.

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14.7 Surveys

The Borrower shall submit the Ship regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey report.

14.8 Inspection

The Borrower shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ship (with the cost of such inspections being for the account of the Borrower) during the Security Period without interfering with the operation of the Ship (to the effect that such operation is not adversely affected as a result of the inspections) to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections provided no Event of Default has occurred the Borrower shall not have to pay for more than one inspection per calendar year.

14.9 Prevention of and release from arrest

The Borrower shall promptly discharge:

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

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

(c) all other outgoings whatsoever in respect of the Ship, the Earnings or the Insurances,

and, forthwith upon receiving notice of the arrest of the Ship, or of its detention in exercise or purported exercise of any lien or claim, the Borrower shall procure its release by providing bail or otherwise as the circumstances may require.

14.10 Compliance with laws etc.

The Borrower shall:

(a) comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and all other laws or regulations relating to the Ship, its ownership, operation and management or to the business of the Borrower and maintain, or procure, as the case may be, maintenance of, all necessary certificates under the ISM Code, the ISPS Code and all Environmental Laws;

(b) not employ the Ship nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions; and

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

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14.11 Provision of information

The Borrower shall promptly provide the Security Trustee with any information which it requests regarding:

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

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

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

(d) any towages and salvages; and

(e) the Borrower's, the Approved Manager's or the Ship's compliance with the ISM Code and the ISPS Code,

and, upon the Security Trustee's request, provide copies of any current charter relating to the Ship, of any current charter guarantee and copies of the Borrower's or the Approved Manager's Document of Compliance.

14.12 Notification of certain events

The Borrower shall promptly notify the Security Trustee by fax, confirmed forthwith, by letter of:

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

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

(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with;

(d) any arrest or detention of the Ship, any exercise or purported exercise of any lien on the Ship or the Earnings or any requisition of the Ship for hire;

(e) any intended dry docking of the Ship;

(f) any Environmental Claim made against the Borrower or in connection with the Ship, or any Environmental Incident;

(g) any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, the Approved Manager or otherwise in connection with the Ship; or

(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

and the Borrower shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of the Borrower's, the Approved Manager's or any other person's response to any of those events or matters.

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14.13 Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a) let the Ship on demise charter for any period;

(b) enter into any time or consecutive voyage charter in respect of the Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months;

(c) enter into any charter in relation to the Ship under which more than 2 months' hire (or the equivalent) is payable in advance;

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

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

(f) de-activate or lay up the Ship; or

(g) put the Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or the Earnings for the cost of such work or for any other reason.

14.14 Notice of Mortgage

The Borrower shall keep the Mortgage registered against the Ship as a valid first priority or, as the case may be, preferred mortgage, carry on board the Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of the Ship a framed printed notice stating that the Ship is mortgaged by the Borrower to the Security Trustee.

14.15     Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings of the Ship, except for customary profit sharing provisions usually included in charterparties at the time the Ship is fixed.

14.16 ISPS Code

The Borrower shall comply with the ISPS Code and in particular, without limitation, shall:

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

(b) maintain for the Ship an ISSC; and

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

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14.17 Charterparty Assignment

If the Borrower enters into any Charterparty (subject to the Agent's approval pursuant to Clause 14.13(b)), it shall, on the date of entry into such Charterparty, execute in favour of the Security Trustee a Charterparty Assignment and shall:

(a) serve notice of the Charterparty Assignment on the charterer and:

(i) if the relevant charterer is a member of the Group or an affiliate thereof, procure; or

(ii) if the relevant charterer is not a member of the Group or an affiliate thereof, shall use its best efforts to procure,

that the charterer acknowledges such notice in such form as the Agent may approve or require; and

(b) deliver to the Agent such other documents equivalent to those referred to at paragraphs 3, 4, 5 and 9 of Schedule 3, Part A as the Agent may require.

14.18 Prohibited Person

The Ship is not nor will be beneficially owned directly or indirectly by a Prohibited Person, no Prohibited Person has any interest of any nature whatsoever in any obligor, and no property subject to any security interest constituted by a finance document has been derived from any unlawful activity.

14.19 Nuclear/Waste Material

The Borrower shall not permit under any circumstances that the Ship carries any nuclear/waste material.

15 SECURITY COVER

15.1 Minimum required security cover

Clause 15.2 applies if the Agent notifies the Borrower that:

(a) the Market Value of the Ship; plus

(b) the net realisable value of any additional security previously provided under this Clause 15,

is below the Relevant Percentage.

In this Clause 15.1, the "Relevant Percentage" means:

(i) during the period commencing on the Drawdown Date and ending on the second anniversary thereof, 125 per cent.; and

(ii) at all times thereafter, 135 per cent..

15.2 Provision of additional security; prepayment

If the Agent serves a notice on the Borrower under Clause 15.1, the Borrower shall prepay such part (at least) of the Loan as will eliminate the shortfall on or before the date falling 30 days

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after the date on which the Agent's notice is served under Clause 15.1 (the "Prepayment Date") unless at least 1 Business Day before the Prepayment Date it has provided, or ensured that a third party has provided, additional security which, in the opinion of the Majority Lenders, has a net realisable value at least equal to the shortfall and which has been documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require.

15.3 Valuation of Ship

The market value of the Ship at any date is that shown by taking the arithmetic means of two valuations, each prepared:

(a) as at a date not more than 14 days previously;

(b) by Maritime Strategies International Ltd. (or such other Approved Broker which the Agent has appointed for the purpose) and, if so requested in writing by the Borrower, an additional valuation by an Approved Broker selected by the Borrower;

(c) with or without physical inspection of the Ship (as the Agent may require);

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

(e) after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale,

Provided that if, following a written request by the Borrower pursuant to Clause 15.3(b), the higher of the two valuations is more than 110 per cent. of the lower of the two valuations, then the Borrower may select and the Agent shall appoint a third Approved Broker to provide a valuation of the Ship in accordance with this Clause 15.3 and the Market Value of the Ship shall be the arithmetic average of all three such valuations.

15.4 Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3.

15.5 Valuations binding

Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrower, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest.

15.6 Provision of information

The Borrower shall promptly provide the Agent and any Approved Broker or expert acting under Clause 15.3 or 15.4 with any information which the Agent or the Approved Broker or expert may request for the purposes of the valuation; and, if the Borrower fails to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Broker or the Majority Lenders (or the expert appointed by them) consider prudent.

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15.7 Frequency of valuations

The Borrower acknowledges and agrees that the Agent may commission valuation(s) of the Ship at such times as the Agent at its absolute discretion shall deem necessary and, in any event, not less than once during each 6-month period of the Security Period starting from the 6-month period commencing on the date falling 6-month after the date of this Agreement.

15.8 Payment of valuation expenses

Without prejudice to the generality of the Borrower's obligations under Clauses 20.2, 20.3 and 21.3, the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause Provided that unless an Event of Default has occurred, the Borrower shall only be obliged to pay the fees and expenses for one set of valuations of the Ship carried out in each 6-month period pursuant to Clause 15.3.

15.9 Application of prepayment

Clause 8 shall apply in relation to any prepayment pursuant to Clause 15.2.

16 PAYMENTS AND CALCULATIONS

16.1 Currency and method of payments

All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

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

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

(c) in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to the account of the Agent with HSBC Bank New York (Account no. 000129879 ref FP3043261), or to such other account with such other bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and

(d) in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.

16.2 Payment on non-Business Day

If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:

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

(b) if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day,

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and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

16.3 Basis for calculation of periodic payments

All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

16.4 Distribution of payments to Creditor Parties

Subject to Clauses 16.5, 16.6 and 16.7:

(a) any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as that Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and

(b) amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.

16.5 Permitted deductions by Agent

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on demand.

16.6 Agent only obliged to pay when monies received

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender until the Agent has satisfied itself that it has received that sum.

16.7 Refund to Agent of monies not received

If and to the extent that the Agent makes available a sum to the Borrower or a Lender, without first having received that sum, the Borrower or (as the case may be) the Lender concerned shall, on demand:

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

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

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16.8 Agent may assume receipt

Clause 16.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

16.9 Creditor Party accounts

Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

16.10 Agent's memorandum account

The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

16.11 Accounts prima facie evidence

If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by the Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.

17 APPLICATION OF RECEIPTS

17.1 Normal order of application

Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:

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

(i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document);

(ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents but shall have failed to pay or deliver to the Creditor Parties at the time of application or distribution under this Clause 17; and

(iii) thirdly, in or towards satisfaction of the Loan;

(b) SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable

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in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

(c) THIRDLY: any surplus shall be paid to the Borrower.

17.2 Variation of order of application

The Agent may, with the authorisation of the Majority Lenders, by notice to the Borrower, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.

17.3 Notice of variation of order of application

The Agent may give notices under Clause 17.1 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.

17.4 Appropriation rights overridden

This Clause 17 and any notice which the Agent gives under Clause 17.1 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.

18 APPLICATION OF EARNINGS

18.1 Payment of Earnings

The Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General Assignment), all the Earnings are paid to the Earnings Account.

18.2 Location of accounts

The Borrower shall promptly:

(a) comply with any requirement of the Agent or, as the case may be, the Account Bank as to the location or re-location of the Earnings Account; and

(b) execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.

18.3 Debits for expenses etc.

The Agent shall be entitled (but not obliged) from time to time to instruct the Account Bank to debit the Earnings Account without prior notice in order to discharge any amount due and payable under Clause 20 or 21 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 20 or 21.

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19 EVENTS OF DEFAULT

19.1 Events of Default

An Event of Default occurs if:

(a) The Borrower or any Security Party (other than the Approved Manager) fails to pay when due any sum payable under a Finance Document or under any document relating to a Finance Document; or

(b) any breach occurs of Clause 9.2, 11.2, 11.3, 11.17, 12.2, 12.3, 13.2, 13.3, 13.5 or 15.2 or clause 11.18 of the Corporate Guarantee; or

(c) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) which, in the opinion of the Majority Lenders, is capable of remedy, and such default continues unremedied 10 days after written notice from the Agent requesting action to remedy the same; or

(d) (subject to any applicable grace period specified in the Finance Document) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach falling within paragraphs (a), (b) or (c)); or

(e) any representation, warranty or statement made or repeated by, or by an officer of, the Borrower or a Security Party in a Finance Document or in the Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading when it is made or repeated; or

(f) any of the following occurs in relation to any Financial Indebtedness of any member of the Group:

(i) any Financial Indebtedness of any member of the Group is not paid when due; or

(ii) any Financial Indebtedness of any member of the Group becomes due and payable prior to its stated maturity date as a consequence of any event of default; or

(iii) a lease, hire purchase agreement or charter creating any Financial Indebtedness of any member of the Group is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or

(iv) any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of any member of the Group ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or

(v) any Security Interest securing any Financial Indebtedness of any member of the Group becomes enforceable,

Provided that no Event of Default will occur under this paragraph (f) of Clause 19.1 in respect of the Group taken as a whole (other than the Borrower) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within sub-paragraphs (i) to

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(v) above in respect of the Group taken as a whole (other than the Borrower) is less than $10,000,000 (or its equivalent in any other currency); or

(g) any of the following occurs in relation to a Relevant Person:

(i) a Relevant Person becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or

(ii) any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress (or any analogous process in any jurisdiction) (other than an arrest or sequestration of the Ship in which case paragraph (b) of Clause 8.8 shall apply) (having, in the case of the Corporate Guarantor, an aggregate value in excess of $500,000 (or its equivalent in any other currency)) and is not discharged within 14 days; or

(iii) any administrative or other receiver is appointed over any asset of a Relevant Person; or

(iv) an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person; or

(v) any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person is insolvent or likely to become insolvent is made by a Relevant Person or by the directors of a Relevant Person or, in any proceedings, by a lawyer acting for a Relevant Person; or

(vi) a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or

(vii) a resolution is passed, an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by (aa) a Relevant Person, (bb) the members or directors of a Relevant Person, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person, or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view to the winding up of that or another Relevant Person or the appointment of a provisional liquidator or administrator in respect of that or another Relevant Person, or that or another Relevant Person ceasing or suspending business operations or payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower, the Shareholder or the Corporate Guarantor which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or

(viii) an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Relevant Person (other than a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person) for the winding up of a Relevant Person or the appointment of a provisional liquidator or administrator in respect of a Relevant Person in any Pertinent Jurisdiction, unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed or

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withdrawn within 30 days of being made or presented, or (bb) within 30 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or

(ix) a Relevant Person or its directors take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or

(x) any meeting of the members or directors, or of any committee of the board or senior management, of a Relevant Person is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the members, directors or such a committee resolve or agree that such an action or step should be taken or should be taken if certain conditions materialise or fail to materialise; or

(xi) in a Pertinent Jurisdiction other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the opinion of the Majority Lenders is similar to any of the foregoing; or

(h) the Borrower or any Security Party ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement or any other Finance Document; or

(i) it becomes unlawful in any Pertinent Jurisdiction or impossible:

(i) for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document;

(ii) for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or

(j) any consent necessary to enable the Borrower to own, operate or charter the Ship or to enable the Borrower or any Security Party to comply with any provision which the Majority Lenders consider material of a Finance Document or the Contract is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or

(k) it appears to the Lenders that, without their prior written consent, the Borrower or the Shareholder is not or ceases to be a 100 per cent. directly or indirectly owned subsidiary of the Corporate Guarantor, unless, in connection with a Permitted Ultimate Beneficial Ownership Change, the Ultimate Beneficial Owner becomes the ultimate, direct or indirect, legal and beneficial holder of 100 per cent. of the issued share capital of the Borrower, subject to:

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(i) the Ultimate Beneficial Owner giving at least 30 days' prior written notice to the Agent of its intention to make a Permitted Ultimate Beneficial Ownership Change, including full details of the entity wholly beneficially owned by the Ultimate Beneficial Owner which would become the new legal and direct owner of all the issued share capital of the Borrower in place of the Shareholder pursuant to the Permitted Ultimate Beneficial Ownership Change (the "New Shareholder");

(ii) the Agent (acting on the instructions of all the Lenders in their sole discretion) giving its written consent to such Permitted Ultimate Beneficial Ownership Change and approving the New Shareholder;

(iii) the Ultimate Beneficial Owner becoming the ultimate beneficial owner, and the New Shareholder becoming the legal and direct owner, of all of the issued share capital of the Borrower simultaneously;

(iv) the New Shareholder providing security over the share capital of the Borrower in favour of the Security Trustee in form and substance in all respects satisfactory to the Agent (acting on the instructions of all the Lenders in their sole discretion) on the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(v) the Borrower and the Security Parties executing and delivering to the Agent by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected, an agreement or deed in form and substance in all respects satisfactory to the Agent (acting on the instructions of all the Lenders in their sole discretion) amending, supplementing and/or restating this Agreement and the other Finance Documents for the purpose of implementing any amendments which the Creditor Parties may deed necessary in connection with the Permitted Ultimate Beneficial Ownership Change and this paragraph (k) of Clause 19.1;

(l) it appears to the Lenders that, without their prior written consent:

(i) the Ultimate Beneficial Owner ceases to be the direct or indirect beneficial owner of at least 50.1 per cent. of the issued and outstanding common stock (and the ultimate voting rights attaching to such stock) of the Corporate Guarantor or ceases to control directly or indirectly the Corporate Guarantor.

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

(A) cast, or control the casting of, more than 50.1 per cent. of the maximum number of votes that might be cast at a general meeting of the Corporate Guarantor; or

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of the Corporate Guarantor; or

(C) give directions with respect to the operating and financial policies of the Corporate Guarantor with which the directors or other equivalent officers of the Corporate Guarantor are obliged to comply; or

(ii) the Ultimate Beneficial Owner ceases to be the chairman of the board of directors and/or the chief executive officer of the Corporate Guarantor; or

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(iii) the shares of the Corporate Guarantor cease to be listed on the Nasdaq Stock Market or another stock exchange acceptable to the Lenders; or

(m) any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or

(n) the security constituted by a Finance Document is in any way imperilled or in jeopardy;

(o) any Charterparty is terminated or rescinded prior to its contractual termination date or for any reason ceases to remain in full force and effect prior to its contractual termination date and is not replaced within thirty (30) days with a Charterparty acceptable to the Majority Lenders; or

(p) any other event occurs or any other circumstances arise or develop including, without limitation:

(i) a change in the financial position, state of affairs or prospects of any Relevant Person or any member of the Group; or

(ii) the Approved Flag State in which the Ship is registered is affected by instability (as determined by the Agent in its absolute discretion) and the Borrower fails to promptly re-flag the Ship on a different Approved Flag; or

(iii) any accident or any Environmental Incident or other event involving the Ship or another vessel owned, chartered or operated by a Relevant Person, a Security Party or a member of the Group; or

(iv) a material adverse global economic or political development in connection with any Relevant Person, a Security Party or a member of the Group; or

(v) a material adverse development in the international money and capital markets, in the light of which:

(A) the Arranger considers that there is or will be a significant risk to the syndication of the Loan; or

(B) the Majority Lenders consider that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which each is a party as they fall due.

19.2 Actions following an Event of Default

On, or at any time after, the occurrence of an Event of Default:

(a) the Agent may, and if so instructed by the Majority Lenders, the Agent shall:

(i) serve on the Borrower a notice stating that all or part of the Commitments and of the other obligations of each Lender to the Borrower under this Agreement are cancelled; and/or

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(ii) serve on the Borrower a notice stating that all or part of the Loan together with accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or

(iii) take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or

(b) the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent, the Arranger and/or the Lenders are entitled to take under any Finance Document or any applicable law.

19.3 Termination of Commitments

On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall be cancelled.

19.4 Acceleration of Loan

On the service of a notice under Clause 19.2(a)(ii), all or, as the case may be, the part of the Loan specified in the notice together with accrued interest and all other amounts accrued or owing from the Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.

19.5 Multiple notices; action without notice

The Agent may serve notices under Clauses 19.2(a)(i) and (ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.

19.6 Notification of Creditor Parties and Security Parties

The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2; but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.

19.7 Lenders' rights unimpaired

Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1.

19.8 Exclusion of Creditor Party liability

No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:

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(a) for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

(b) as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset,

except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.

19.9 Relevant Persons

In this Clause 19, a "Relevant Person" means the Borrower, the Shareholder, the Corporate Guarantor and any other Security Party (other than the Approved Manager).

19.10 Interpretation

In Clause 19.1(f), references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(g), "petition" includes an application.

20 FEES AND EXPENSES

20.1 Upfront and commitment fees

The Borrower has paid to the Agent:

(a) a non-refundable upfront fee of $350,000 on or before the date of this Agreement; and

(b) a commitment fee at the rate of 1.35 per cent. per annum on the undrawn amount of the Total Commitments, during the period from (and including) the date of this Agreement up to the earlier of (i) the Drawdown Date and (ii) the last day of the Availability Period (or such later date as the Lenders, in their sole and absolute discretion, shall agree), such commitment fee to be payable quarterly in arrears during such period and on the last day thereof.

20.2 Costs of negotiation, preparation etc.

The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document (including, but not limited to, any costs incurred by the Agent in connection with the insurance opinion to be provided to it in accordance with paragraph 13 of Part B, Schedule 3).

20.3 Costs of variations, amendments, enforcement etc.

The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned, the amount of all expenses incurred by a Creditor Party in connection with:

(a) any amendment or supplement to a Finance Document, or any proposal for such an amendment to be made;

(b) any consent or waiver by the Lenders, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;

(c) the valuation of any security provided or offered under Clause 15 or any other matter relating to such security; or

(d) where the Security Trustee, in its absolute opinion, considers that there has been a material change to the insurances in respect of the Ship, the review of the insurances of the Ship pursuant to Clause 13.17;

(e) any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.

There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.

20.4 Documentary taxes

The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.

20.5 Certification of amounts

A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

21 INDEMNITIES

21.1 Indemnities regarding borrowing and repayment of Loan

The Borrower shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:

(a) the Loan not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;

(b) the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;

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(c) any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7);

(d) any fax or email communication purporting to originate from the Borrower or any other Security Party and sent to the Lenders being made or delivered fraudulently or without due authorisation (together with VAT on any losses so incurred); and

(e) the occurrence of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19,

and in respect of any tax (other than tax on its overall net income or a FATCA Deduction) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.

21.2 Breakage costs

Without limiting its generality, Clause 21.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a Lender:

(a) in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and

(b) in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure arising under this Agreement or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the liabilities, expenses or losses (including losses of prospective profits) incurred by it in terminating, or otherwise in connection with, a number of transactions of which this Agreement is one.

21.3 Miscellaneous indemnities

The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:

(a) any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee, the Arranger or any other Creditor Party or by any receiver appointed under a Finance Document; and

(b) any other Pertinent Matter,

other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by the dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.

Without prejudice to its generality, this Clause 21.3 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code, any Environmental Law or any Sanctions.

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21.4 Currency indemnity

If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:

(a) making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or

(b) obtaining an order or judgment from any court or other tribunal; or

(c) enforcing any such order or judgment,

the Borrower shall indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.

In this Clause 21.4, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

This Clause 21.4 creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.

21.5 Certification of amounts

A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

21.6 Sums deemed due to a Lender

For the purposes of this Clause 21, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.

22 NO SET-OFF OR TAX DEDUCTION

22.1 No deductions

All amounts due from the Borrower under a Finance Document shall be paid:

(a) without any form of set-off, cross-claim or condition; and

(b) free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.

22.2 Grossing-up for taxes

If the Borrower is required by law to make a tax deduction from any payment:

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(a) the Borrower shall notify the Agent as soon as it becomes aware of the requirement;

(b) the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and

(c) the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.

22.3 Evidence of payment of taxes

Within 1 month after making any tax deduction, the Borrower concerned shall deliver to the Agent documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.

22.4 Exclusion of tax on overall net income

In this Clause 22 "tax deduction" means any deduction or withholding for or on account of any present or future tax except tax on a Creditor Party's overall net income or a FATCA Deduction.

22.5 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Creditor Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

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(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If the Borrower is a US Tax Obligor, or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 Business Days of the date of a request from the Agent, supply to the Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

22.6 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Creditor Parties.

23 ILLEGALITY, ETC.

23.1 Illegality

This Clause 23 applies if a Lender (the "Notifying Lender") notifies the Agent that it has become, or will with effect from a specified date, become:

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(a) unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(b) contrary to, or inconsistent with, any regulation,

for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.

23.2 Notification of illegality

The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 which the Agent receives from the Notifying Lender.

23.3 Prepayment; termination of Commitment

On the Agent notifying the Borrower under Clause 23.2, the Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23.1 as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender's Contribution in accordance with Clause 8.

23.4 Mitigation

If circumstances arise which would result in a notification under Clause 23.1 then, without in any way limiting the rights of the Notifying Lender under Clause 23.3, the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:

(a) have an adverse effect on its business, operations or financial condition; or

(b) involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or

(c) involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.

24 INCREASED COSTS

24.1 Increased costs

This Clause 24 applies if a Lender (the "Notifying Lender") notifies the Agent that the Notifying Lender considers that as a result of:

(a) the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender's overall net income); or

(b) complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital resources

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to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement; or

the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004, in the form existing on the date of this Agreement (the "Basel II Accord") or any other law or regulation which implements the Basel II Accord or any of the approaches provided for and allowed to be used by banks under or in connection with the Basel II Accord as well as "the international framework for liquidity risk measurement, standards and monitoring" and (i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated, (ii) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in December 2011, as amended, supplemented or restated and (iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III" ("Basel III Accord") or any other law or regulation implementing the Basel III Accord or any of the approaches provided for and allowed to be used by banks under or in connection with the Basel III Accord, and in each case as from time to time implemented by any Creditor Party (whether such implementation, application or compliance is by a government, regulator, supervising authority, the Notifying Lender or its holding company) but only to the extent that Creditor Party determines it did and/or would have incurred the same level of increased cost as at the date of this Agreement and by reference to the facts and circumstances prevailing at that time,

the Notifying Lender (or a parent company of it) has incurred or will incur an "increased cost".

24.2 Meaning of "increased costs"

In this Clause 24, "increased costs" means, in relation to a Notifying Lender:

(a) an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or having taken an assignment of rights under this Agreement, of funding or maintaining its Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums;

(b) a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital;

(c) an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender's Contribution or (as the case may require) the proportion of that cost attributable to the Contribution; or

(d) a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement,

but not an item attributable to a change in the rate of tax on the overall net income of the Notifying Lender (or a parent company of it) or an item covered by the indemnity for tax in Clause 21.1 or by Clause 22 or a FATCA Deduction.

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For the purposes of this Clause 24.2 the Notifying Lender may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.

24.3 Notification to the Borrower of claim for increased costs

The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 24.1.

24.4 Payment of increased costs

The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

24.5 Notice of prepayment

If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4, the Borrower may give the Agent not less than 14 days' notice of its intention to prepay the Notifying Lender's Contribution at the end of an Interest Period.

24.6 Prepayment; termination of Commitment

Anotice under Clause 24.5 shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower's notice of intended prepayment; and:

(a) on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and

(b) on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the Margin.

24.7 Application of prepayment

Clause 8 shall apply in relation to the prepayment.

25 SET-OFF

25.1 Application of credit balances

Each Creditor Party may without prior notice:

(a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and

(b) for that purpose:

(i) break, or alter the maturity of, all or any part of a deposit of the Borrower;

(ii) convert or translate all or any part of a deposit or other credit balance into Dollars; and

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(iii) enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.

25.2 Existing rights unaffected

No Creditor Party shall be obliged to exercise any of its rights under Clause 25.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).

25.3 Sums deemed due to a Lender

For the purposes of this Clause 25, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.

25.4 No Security Interest

This Clause 25 gives the Creditor Parties a contractual right of set-off only, and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.

26 TRANSFERS AND CHANGES IN LENDING OFFICES

26.1 Transfer by the Borrower

The Borrower may not transfer any of its rights, liabilities or obligations under any Finance Document.

26.2 Transfer by a Lender

Subject to Clause 26.4, a Lender (the "Transferor Lender") may at any time cause:

(a) its rights in respect of all or part of its Contribution; or

(b) its obligations in respect of all or part of its Commitment; or

(c) a combination of (a) and (b),

to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a "Transferee Lender") by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender.

However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement.

Any transfer made by a Transferor Lender pursuant to this Clause 26.2 shall require the prior consent of the Borrower (such consent not to be unreasonably withheld or delayed and the Borrower shall be deemed to have given its consent five Business Days after the Transferor

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Lender has requested it unless consent is expressly refused by the Borrower within that time), unless the transfer is:

(i) to another Lender or an affiliate of a Lender;

(ii) if the Transferee Lender is a fund, to a fund which is a Related Fund; or

(iii) made after the occurrence of an Event of Default.

26.3 Transfer Certificate, delivery and notification

As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):

(a) sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee and each of the other Lenders;

(b) on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it; and

(c) send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above,

but the Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to that Transferee Lender.

26.4 Effective Date of Transfer Certificate

A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, Provided that it is signed by the Agent under Clause 26.3 on or before that date.

26.5 No transfer without Transfer Certificate

Except as provided in Clause 26.17, no assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.

26.6 Lender re-organisation; waiver of Transfer Certificate

However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in a successor, the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.

26.7 Effect of Transfer Certificate

A Transfer Certificate takes effect in accordance with English law as follows:

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(a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;

(b) the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;

(c) the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;

(d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;

(e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;

(f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and

(g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.

The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

26.8 Maintenance of register of Lenders

During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 26.4) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days' prior notice.

26.9 Reliance on register of Lenders

The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and

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the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.

26.10 Authorisation of Agent to sign Transfer Certificates

The Borrower, the Security Trustee and each Lender irrevocably authorise the Agent to sign Transfer Certificates on its behalf.

26.11 Registration fee

In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $2,500 from the Transferor Lender or (at the Agent's option) the Transferee Lender.

26.12 Sub-participation; securitisation; subrogation assignment

(a) A Lender may sub-participate or include in a securitisation or similar transaction all or any part of its rights and/or obligations under or in connection with the Finance Documents with the consent of the Borrower, the Agent or the Security Trustee or any other Creditor Party (such consent not to be unreasonably withheld); and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.

(b) The Borrower shall, and shall procure that each Security Party shall, do everything desirable or necessary to assist a Lender to achieve a successful (in the opinion of that Lender) securitisation (or similar transaction) Provided only that the Borrower's third party costs are met by the relevant Lender.

(c) The Borrower's consent referred to in paragraph (a) above shall not be:

(i) unreasonably withheld or delayed (and the Borrower shall be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Borrower within that time); and

(ii) required if the sub-participation, securitisation or similar transaction is made in any of the circumstances described in sub-paragraphs (i), (ii) and (iii) of Clause 26.2.

26.13 Disclosure of information

In relation to any information which a Lender has received in relation to the Borrower, any Security Party or their affairs under or in connection with any Finance Document, that Lender may disclose any such information without the prior irrevocable authorisation of or notice to the Borrower or any Security Party to:

(a) a potential transferee lender, sub-participant, affiliate, any other assignee or transferee or any other person who may propose entering into a contractual relation with that Lender in relation to this Agreement, including, without limitation, pursuant to Clause 26.12(a); and/or

(b) any direct or indirect subsidiary, any direct or indirect parent company (including, for the avoidance of doubt in the case of the DVB Group, DZ Bank A.G.), any affiliate or any other company in its group; and/or

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(c) any authorities (including, without limitation, any private, public or internationally recognised authorities) or any party to any Finance Document or any professional adviser to that Lender; and/or

(d) a rating agency or their professional advisors; and/or

(e) any other person regarding the funding, refinancing, transfer, assignment, sale, sub-participation, operational arrangement or other transaction in relation thereto including without limitation any enforcement, preservation, assignment, transfer, sale or sub-participation of that Lender's rights and obligations,

and including, without limitation, (x) for purposes in connection with (1) any enforcement or (2) assignment or transfer of that Lender's rights or obligations under any Finance Document or (y) to the extent desirable or necessary in connection with or in contemplation of a securitisation (or similar transaction).

26.14 Change of lending office

A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:

(a) the date on which the Agent receives the notice; and

(b) the date, if any, specified in the notice as the date on which the change will come into effect.

26.15 Notification

On receiving such a notice, the Agent shall notify the Borrower and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.

26.16 Replacement of Reference Bank

If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 then, unless the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank's appointment shall cease to be effective.

26.17 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 26, each Lender may without consulting with or obtaining consent from the Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

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(b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security Interest shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for that Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

27 VARIATIONS AND WAIVERS

27.1 Variations, waivers etc. by Majority Lenders

Subject to Clause 27.2, a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.

27.2 Variations, waivers etc. requiring agreement of all Lenders

However, as regards the following, Clause 27.1 applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender":

(a) a reduction in the Margin;

(b) a postponement to the date for, or a reduction in the amount of, any payment of principal, interest, fees or other sum payable under this Agreement;

(c) an increase in any Lender's Commitment;

(d) a change to the definition of "Majority Lenders";

(e) a change to Clause 3 or this Clause 27;

(f) any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; and

(g) any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.

27.3 Exclusion of other or implied variations

Except for a document which satisfies the requirements of Clauses 27.1 and 27.2 no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being

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taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:

(a) a provision of this Agreement or another Finance Document; or

(b) an Event of Default; or

(c) a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or

(d) any right or remedy conferred by any Finance Document or by the general law,

and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.

28 NOTICES

28.1 General

Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.

28.2 Addresses for communications

A notice by letter or fax shall be sent:

	In the case of the Owners:
(a)	to the Borrower:	c/o TMS Dry Ltd. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece
		Fax No.: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos
(b)	to a Lender:	At the address below its name in Schedule 1 or (as the case may require) in the relevant Transfer Certificate.
(c)	to the Agentand SecurityTrustee:	DVB Bank SE Platz der Republik 6 D-60325 Frankfurt Am-MainGermany
		in copy:
		Attn.: Shipping Transaction Manager DVB Bank SE WTC Schiphol Tower F 6th Floor,
		Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Email: TLS.TM.Amsterdam@dvbbank.com Tel: +31 88 399 7955 Fax: +31 88 399 8159
		And
		DVB Bank SE, Athens Branch Moraitini Street & 1, Palea Leof. Posidonos Delta 17561 Paleo Faliro Greece Fax: +30 210 455 7420 Email: D-Shipping-Athens@dvbbank.com
		For Rate Fixing notices only:
		TLS - Loan Administration DVB Bank SE Park House, 16-18 Finsbury Circus
		London EC2M 7EB United Kingdom Tel: +44 207 2564 350 Fax: +44 207 2564 352 Email: TLS.LA.Iondon@dvbbank.com

or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders and the Security Parties.

28.3 Effective date of notices

Subject to Clauses 28.4 and 28.5:

(a) a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;

(b) a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.

28.4 Service outside business hours

However, if under Clause 28.3 a notice would be deemed to be served:

(a) on a day which is not a business day in the place of receipt; or

(b) on such a business day, but after 5 p.m. local time,

the notice shall (subject to Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.

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28.5 Illegible notices

Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

28.6 Valid notices

A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

28.7 Electronic communication

Any communication to be made between the Agent and a Lender or the Agent and the Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender or the Borrower:

(a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(c) notify each other of any change to their respective addresses or any other such information supplied to them.

Any electronic communication made between the Agent and a Lender or the Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.

28.8 English language

Any notice under or in connection with a Finance Document shall be in English.

28.9 Meaning of "notice"

In this Clause 28, "notice" includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

29 SUPPLEMENTAL

29.1 Rights cumulative, non-exclusive

The rights and remedies which the Finance Documents give to each Creditor Party are:

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(a) cumulative;

(b) may be exercised as often as appears expedient; and

(c) shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.

29.2 Severability of provisions

If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.

29.3 Counterparts

A Finance Document may be executed in any number of counterparts.

29.4 Third Party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

30 LAW AND JURISDICTION

30.1 English law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

30.2 Exclusive English jurisdiction

Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

30.3 Choice of forum for the exclusive benefit of Creditor Parties

Clause 30.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the rights:

(a) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.

30.4 Process agent

The Borrower irrevocably appoints Ince Process Agents Ltd. at its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London E18QN, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

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30.5 Creditor Party rights unaffected

Nothing in this Clause 30 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

30.6 Meaning of "proceedings" and "Dispute"

In this Clause 30, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement.

31 BAIL-IN

31.1 Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

THIS AGREEMENT has been entered into and amended and restated on the dates stated at the beginning of this Agreement.

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SCHEDULE 1

LENDERS AND COMMITMENTS

Lender	Lending Office	Commitment(US Dollars)
DVB BANK SE	Platz der Republik 6D-60325 FrankfurtAm-Main Germany	30,000,000(all of which has been drawndown on the Drawdown Date)

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SCHEDULE 2

DRAWDOWN NOTICE

To: DVB Bank SEPlatz der Republik 6D-60325 Frankfurt Am-MainGermany

Attention: [Loans Administration][•]

DRAWDOWN NOTICE

1 We refer to the loan agreement (the "Loan Agreement") dated [•] 2013 and made between ourselves, as Borrower, the Lenders referred to therein as lenders, and yourselves as Agent, Arranger and Security Trustee in connection with a term loan facility of up to US$30,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.

2 We request to borrow as follows:

(a) Amount: US$[6];

(b) Drawdown Date: [•];

(c) Duration of the first Interest Period shall be [•] months; and

(d) Payment instructions: account in our name and numbered [S] with [0] of [0].

3 We represent and warrant that:

(a) the representations and warranties in Clause 10 of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing; and

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

4 This notice cannot be revoked without the prior consent of the Majority Lenders.

[Name of Signatory]

for and on behalf of

RIGHTMOVE OWNERS INC.

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SCHEDULE 3

CONDITION PRECEDENT DOCUMENTS

PART A

The following are the documents referred to in Clause 9.1(a).

1 A duly executed original of this Agreement and of each Finance Document (and of each document required to be delivered by each Finance Document) other than those referred to in Part B.

2 Copies of the certificate of incorporation and constitutional documents of the Borrower and each Security Party and any other evidence regarding the Borrowers' and/or the Corporate Guarantor's shareholding structure and capital (including, without limitation, any shareholders' agreement and share certificate).

3 Copies of resolutions of the shareholders and directors of the Borrower and each Security Party authorising the execution of each of the Finance Documents to which each is a party and, in the case of the Borrower, authorising named officers to give the Drawdown Notice and other notices under this Agreement.

4 The original of any power of attorney under which any Finance Document is executed on behalf of the Borrower or any Security Party.

5 Copies of all consents which the Borrower or any Security Party requires to enter into, or make any payment under, any Finance Document.

6 A copy of each Underlying Document and of all documents signed or issued by the parties thereto (or both of them) under or in connection with them.

7 A duly completed DVB Form of Administration signed by the Borrower.

8 Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by each party to each Underlying Document and of all documents to be executed by that party under that Underlying Document.

9 Original favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands, Liberia and such other relevant jurisdictions as the Agent may require.

10 Such documents and other evidence in such form as is requested by the Agent in order for the Lenders to comply with all necessary "know your customer" or "client acceptance" or other similar identification procedures (including, but not limited to, specimen signatures of all the directors and other officers of the Borrowers and each Security Party) in relation to the transactions contemplated in the Finance Documents.

11 Documentary evidence that the agent for service of process named in Clause 30 has accepted its appointment.

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

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PART B

The following are the documents referred to in Clause 9.1(b).

1 A duly executed original of the Mortgage, the General Assignment and any Charterparty Assignment (and of each document to be delivered pursuant to each of them).

2 At least:

(a) 15 days prior to the Drawdown Date, details of the brokers and/or insurers or underwriters with whom the obligatory insurances are to be placed; and

(b) 15 days prior to the Drawdown Date, details of the class and classification society with whom the Ship is to be entered.

3 Documentary evidence that:

(a) the Ship has been unconditionally delivered by the Builder to, and accepted by, the Borrower under the Contract, and the Contract Price (in addition to the part to be financed by the Loan) has been duly paid (together with a copy of each of the documents delivered by the Builder to the Borrower under the Contract (including, but not limited to, the Builder's certificate, the bill of sale, the commercial invoice and the protocol of delivery and acceptance));

(b) the Ship is definitively and permanently or as the case may be, provisionally registered in the name of the Borrower under an Approved Flag;

(c) the Ship is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

(d) the Ship maintains the highest available class with a first class classification society which is a member of IACS as the Agent may approve free of all recommendations and conditions of such classification society;

(e) the Mortgage has been duly registered against the Ship as a valid first preferred or, as the case may be, priority ship mortgage in accordance with the laws of an Approved Flag State; and

(f) the Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.

4 Documents establishing that the Ship will, as from the Drawdown Date, be managed by the Approved Manager on terms acceptable to the Agent, together with:

(a) Letters of undertaking executed by the Approved Manager in favour of the Security Trustee in the terms required by the Security Trustee agreeing certain matters in relation to the commercial or, as the case may be, technical management of the Ship and subordinating the rights of the Approved Manager against the Ship and the Borrower to the rights of the Lenders under the Finance Documents; and

(b) copies of the Approved Manager's Document of Compliance, any interim class certificates (if applicable) and of the Ship's Safety Management Certificate and ISSC (together with any other details of the applicable safety management system which the Agent requires) and the IAPPC or evidence satisfactory to the Agent that the Borrower and the Approved Manager have applied to the relevant authorities for the issuance of such Certificates.

82

5 Evidence satisfactory to the Agent that the Borrower has opened and maintains the Earnings Account with the Account Bank.

6 A valuation of the Ship, addressed to the Agent, stated to be for the purposes of this Agreement and dated not earlier than 14 before, but not more than 30 days prior to the Drawdown Date, from an Approved Broker and otherwise prepared in accordance with Clause 15.3.

7 Evidence satisfactory to the Agent of the lightweight displacement tonnage of the Ship together with a copy of the Ship's stability booklet.

8 Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands, the Approved Flag State, the People's Republic of China and such other relevant jurisdictions as the Agent may require.

9 If requested by the Agent, a survey report addressed to the Agent stated to be for the purposes of this Agreement and dated not earlier than 30 days before the Delivery Date from an independent marine surveyor selected by the Agent in respect of the physical condition of the Ship.

10 A duly executed original of the classification society undertaking in the form set out in Schedule 7, Part B.

11 A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the Relevant Ship as the Lenders may require.

Each of the documents specified in paragraphs 2, 3, 5 and 7 of Part A and every other copy document delivered under this Schedule shall be certified as a true and up to date copy by an officer of the Borrower.

83

SCHEDULE 4

TRANSFER CERTIFICATE

The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.

To: DVB Bank SE for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee and each Lender, as defined in the Loan Agreement referred to below.

[•]

1 This Certificate relates to a Loan Agreement (the "Loan Agreement") dated [•] 2013 and made between (1) Rightmove Owners Inc. (the "Borrower"), (2) the banks and financial institutions named therein, (3) DVB Bank SE as Agent, (4) DVB Bank SE as Security Trustee and (5) DVB Bank SE as Arranger for a loan facility of up to US$30,000,000.

2 In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings when used in this Certificate and:

"Relevant Parties" means the Agent, the Borrower, each Security Party, the Security Trustee and each Lender;

"Transferor" means [full name] of [lending office]; and "Transferee" means [full name] of [lending office].

3 The effective date of this Certificate is [•], Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.

4 The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Agreement and every other Finance Document in relation to [•] per cent. of its Contribution, which percentage represents $[•].

5 By virtue of this Transfer Certificate and Clause 26 of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amounts to $[•] [from [•] per cent. of its Commitment, which percentage represents $[•]] and the Transferee acquires a Commitment of $[•].

6 The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 26 of the Loan Agreement provides will become binding on it upon this Certificate taking effect.

7 The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 26 of the Loan Agreement.

8 The Transferor:

(a) warrants to the Transferee and each Relevant Party that:

84

(i) the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and

(ii) this Certificate is valid and binding as regards the Transferor;

(b) warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and

(c) undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.

9 The Transferee:

(a) confirms that it has received a copy of the Loan Agreement and each of the other Finance Documents;

(b) agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Arranger, the Security Trustee or any Lender in the event that:

(i) any of the Finance Documents prove to be invalid or ineffective;

(ii) the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents; and

(iii) it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or any Security Party under any of the Finance Documents;

(c) agrees that it will have no rights of recourse on any ground against the Agent, the Arranger, the Security Trustee or any Lender in the event that this Certificate proves to be invalid or ineffective;

(d) warrants to the Transferor and each Relevant Party that:

(i) it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and

(ii) this Certificate is valid and binding as regards the Transferee; and

(e) confirms the accuracy of the administrative details set out below regarding the Transferee.

10 The Transferor and the Transferee each undertake with the Agent, the Arranger and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee and/or the Arranger in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's, the Arranger's or the Security Trustee's own officers or employees.

85

11 The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 9 as exceeds one-half of the amount demanded by the Agent, the Arranger or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent, the Arranger or the Security Trustee for the full amount demanded by it.

[Name of Transferor]	[Name of Transferee]
By:	By:
Date:	Date:

Agent

Signed for itself and for and on behalf of itself

as Agent and for every other Relevant Party

DVB BANK SE

By:

Date:

Administrative Details of Transferee

Name of Transferee:

Lending Office:

Contact Person

(Loan Administration Department):

Telephone:Fax:

Contact Person

(Credit Administration Department):

Telephone:

Fax:

Account for payments:

Note: This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

86

SCHEDULE 5

LIST OF APPROVED BROKERS

Maritime Strategies International Ltd.

Arrow Valuations Ltd United Kingdom

H Clarkson & Co Ltd United Kingdom

Fearnleys AS Norway

Golden Destiny S.A.

SSY Valuation Services Ltd.

RS Platou Shipbrokers A/S

Braemer Shipbrokers Limited

Vesselvalue Approved Broker

Lorentzen & Stemoco

Howe Robinson

87

SCHEDULE 6

DVB FORM OF ADMINISTRATION

To: DVB Bank SEPlatz der Republik 6D-60325 Frankfurt Am-MainGermany

Attn:Loans Administration

[date]

Dear Sirs

Term loan facility of up to $30,000,000 (the "Financing") made available to RIGHTMOVE OWNERS INC. (the "Company")

We refer to the loan agreement (the "Loan Agreement") dated [•] 2013 and made between (i) ourselves as borrower (ii) the banks and financial institutions listed in Schedule 1 therein as lenders, (iii) yourselves as Agent, Arranger and Security Trustee in connection with a term loan facility of up to $30,000,000. Terms and expressions not otherwise defined herein shall have the same meaning as defined in the Loan Agreement.

We hereby appoint the following persons to act as our point of contact with regards to any issue arising in connection with the administration of the Loan Agreement or any other documents related to the Financing:

1 [name, title, address, phone, fax, mobile, email];

2 [name, title, address, phone, fax, mobile, email]; and

3 [name, title, address, phone, fax, mobile, email].

No persons other than the directors of the Company and the persons listed above (together, the "Authorised Persons") are hereby authorised to request any information from you regarding the Loan Agreement or any other matter related to the Financing or the Company or communicate with you in any way regarding the forgoing in and under any circumstances.

For the avoidance of doubt, the following are the Directors of the Company:

1 [name, title, address, phone, fax, mobile, email];

2 [name, title, address, phone, fax, mobile, email]; and

3 [name, title, address, phone, fax, mobile, email].

This list of authorised persons may only be amended, modified or varied in writing by an Authorised Person with copy to the other Authorised Persons.

We agree to indemnify you and hold you harmless in relation to any information you provide to any Authorised Person.

88

This letter shall be governed by, and construed in accordance with, English law.

Yours sincerely
___________________________

RIGHTMOVE OWNERS INC.

89

SCHEDULE 7

PART A

LETTER OF INSTRUCTION TO CLASSIFICATION SOCIETY

To: [Insert name of classification society]

Date:

Dear Sirs

Name of ship: m.v. "HUAHINE" (the "Ship")

Flag: [•]

Name of Owner: RIGHTMOVE OWNERS INC. (the "Owner")

Name of mortgagee: DVB Bank SE (the "Mortgagee")

We refer to the Ship, which is registered in the ownership of the Owner, and which has been entered in and classed by [insert name of classification society] (the "Classification Society").

The Mortgagee has agreed to provide financing to the Owner upon condition that, among other things, the Owner issues to the Mortgagee this letter of instruction to the Classification Society in the form presented by the Mortgagee.

The Owner and the Mortgagee irrevocably and unconditionally instruct and authorise the Classification Society (notwithstanding any previous instructions whatsoever which the Owner may have given to the Classification Society to the contrary) as follows:

1 to send to the Mortgagee, following receipt of a written request from the Mortgagee, certified true copies of all original certificates of class and other class records held by the Classification Society in relation to the Ship;

2 to allow the Mortgagee (or its agents), at any time and from time to time, to inspect the original class and related records of the Owner and the Ship at the offices of the Classification Society and to take copies of them and, to the extent possible, to grant the Mortgagee electronic access to such records;

3 to notify the Mortgagee immediately by email to TL.S.TM.Amsterdam@dvbbank.com and techcom@dvbbank.com if the Classification Society:

(a) receives notification from the Owner or any other person that the Ship's classification society is to be changed;

(b) imposes a condition of class or issues a class recommendation in respect of the Ship;

(c) becomes aware of any facts or matters which may result or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Ship's class under the rules or terms and conditions of the Owner's or the Ship's membership of the Classification Society;

4 following receipt of a written request from the Mortgagee:

90

(a) to confirm that the Owner is not in default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification Society; or

(b) if the Owner is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Mortgagee in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the Classification Society.

Notwithstanding the above instructions given for the benefit of the Mortgagee, the Owner shall continue to be responsible to the Classification Society for the performance and discharge of all its obligations and liabilities relating to or arising out of or in connection with the contract it has with the Classification Society, and nothing in this letter should be construed as imposing any obligation or liability on the Mortgagee to the Classification Society in respect thereof. The instructions and authorisations which are contained in this notice shall remain in full force and effect until the Owner and the Mortgagee together give you notice in writing revoking them.

The Owner undertakes to reimburse the Classification Society in full for any costs or expenses it may incur in complying with the instructions and authorisations referred to in this letter.

This letter and any non-contractual obligations arising from or connected with it are governed by English law.

___________________For and on behalf of[•]

___________________For and on behalf ofDVB BANK SE

91

PART B
LETTER OF UNDERTAKING FROM THE CLASSIFICATION SOCIETY

To: [•] and DVB Bank SE

Dated:

Dear Sirs

Name of ship: m.v. "HUAHINE" (the "Ship")

Flag: [•]

Name of Owner: RIGHTMOVE OWNERS INC. (the "Owner")

Name of mortgagee: DVB Bank SE (the "Mortgagee")

We [name of classification society], hereby acknowledge receipt of a letter (a copy of which is attached hereto) dated [•] sent to us by the Owner and the Mortgagee (together the "Instructing Parties") regarding the Ship.

In consideration of the payment of US$[10] by the Instructing Parties and the agreement by the Mortgagee

to approve the selection of [name of classification society] (the receipt and adequacy of which is hereby acknowledged), we undertake to comply with the instructions of the Instructing Parties contained in such letter.

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

Yours faithfully

For and on behalf of

[name of classification society]

92

SCHEDULE 8

TIMETABLES

LIBOR is fixed	Quotation Date as of 11:00 am London time
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 5.6	Noon on the Quotation Date

93

EXECUTION PAGE

THE BORROWER
Signed by Dimitrios Gynos	)	/s/Dimitrios Gynos
for and on behalf of	)
RIGHTMOVE OWNERS INC.	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

THE LENDERS
Signed by Erica Lacombe	)	/s/Erica Lacombe
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

THE AGENT
Signed by Erica Lacombe	)	/s/Erica Lacombe
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

THE SECURITY TRUSTEE
Signed by Erica Lacombe	)	/s/Erica Lacombe
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

THE ARRANGER
Signed by Erica Lacombe	)	/s/Erica Lacombe
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

94

EX-4.39

Exhibit 4.39

Dated 1 June 2018

RIGHTMOVE OWNERS INC.as Borrower

and

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

and

DVB BANK SE

as Agent, Arranger and Security Trustee

AMENDING AND RESTATING AGREEMENT

relating to a loan agreement dated 11 October 2013(as amended and supplemented by a supplemental agreementdated 13 October 2015 and a second supplemental agreementdated 18 July 2017) in respect of a loan of (originally) up to US$30,000,000

WATSON FARLEY

&

WILLIAMS

Index

Clause		Page
1	Interpretation	2
2	Agreement of All Parties to the amendment of the Loan Agreement and the other Finance Documents	3
3	Conditions Precedent	4
4	Representations and Warranties	5
5	Amendment of Loan Agreement and other Finance Documents	5
6	Further Assurances	6
7	Fees and Expenses	7
8	Communications	7
9	Supplemental	8
10	Law and Jurisdiction	8
Schedules
Schedule 1 Lenders		9
Execution
Execution Pages		10

THIS AGREEMENT is made on 1 June 2018

PARTIES

(1) RIGHTMOVE OWNERS INC., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower (the "Borrower");

(2) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders (the "Lenders");

(3) DVB BANK SE acting through its office at Platz der Republik 6, D-60325 Frankfurt-Am Main, Germany as agent and security trustee as agent (the "Agent");

(4) DVB BANK SE acting through its office at Platz der Republik 6, D-60325 Frankfurt-Am Main, Germany as arranger (the "Arranger"); and

(5) DVB BANK SE acting through its office at Platz der Republik 6, D-60325 Frankfurt-Am Main, Germany as security trustee (the "Security Trustee").

BACKGROUND

(A) By a loan agreement dated 11 October 2013 (as amended and supplemented by a supplemental agreement dated 13 October 2015 and a second supplemental agreement dated 18 July 2017) and made between (i) the Borrower, (ii) the Lenders, (iii) the Agent, (iv) the Arranger and (v) the Security Trustee, the Lenders have made available to the Borrower a loan facility of (originally) up to US$30,000,000, of which US$16,500,000 is outstanding by way of principal at the date of this Agreement.

(B) By an agency and trust agreement dated 11 October 2013 and entered into pursuant to the Loan Agreement, it was agreed that the Security Trustee would hold the Trust Property on trust for the Lenders.

(C) By a corporate guarantee dated 11 October 2013 (as amended and supplemented from time to time, the "Existing Corporate Guarantee") and made between TMS Dry Ltd. as guarantor (the "Existing Corporate Guarantor") and the Security Trustee, the Existing Corporate Guarantor has guaranteed the Borrower's obligations under the Loan Agreement and the other Finance Documents.

(D) The Borrower and the Security Parties have requested that the Creditor Parties give their consent to:

(i) the transfer of ownership of all of the shares in the Borrower from Rightmove Shareholders Inc. (the "Existing Shareholder") to the New Shareholder (as defined below) pursuant to the Share Purchase Agreement (as defined below) (the "Shares Sale");

(ii) the release of the Existing Corporate Guarantor from its obligations under the Existing Corporate Guarantee and the appointment of the New Corporate Guarantor (as defined below) as the new corporate guarantor of the Borrower's obligations under the Loan Agreement and the other Finance Documents;

(iii) the release of the Existing Shareholder from its obligations under the Existing Shares Pledge (as defined below); and

1

(iv) the release of the Borrower from its obligations under the Existing Charterparty Assignment (as defined below),

(together, the "Request").

(E) This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the Effective Date, at the request of the Borrower and the Security Parties, to:

(i) the Request; and

(ii) the consequential amendment of the Loan Agreement and the other Finance Documents in connection with the Request.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Defined expressions

Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.

1.2 Definitions

In this Agreement, unless the contrary intention appears:

"Amended and Restated Loan Agreement" means the Loan Agreement as amended and restated by this Agreement in the form set out in the Appendix;

"Effective Date" means the date on which the Agent notifies the Borrowers that the conditions precedent in Clause 3 have been fulfilled;

"Existing Charterparty" means the time charter dated 30 September 2013 and made between the Borrower as owner and Classic Maritime Inc. as charterer in respect of the Ship;

"Existing Charterparty Assignment" means the charterparty assignment dated 21 October 2013 and executed by the Borrower in favour of the Security Trustee in relation to the Existing Charterparty and the Existing Charterparty Performance Guarantee;

"Existing Charterparty Performance Guarantee" means the guarantee forming part of the Existing Charterparty granted by Classic Shipholding Inc. in favour of the Borrower respect of the obligations of Classic Maritime Inc. under the Existing Charterparty;

"Existing Shares Pledge" means the pledge over all the shares in the Borrower dated 11 October 2013 (as amended and supplemented from time to time) and executed by the Existing Shareholder in favour of the Security Trustee;

"Loan Agreement" means the loan agreement dated 11 October 2013 (as amended and supplemented by a supplemental agreement dated 13 October 2015 and a second supplemental agreement dated 18 July 2017) referred to in Recital (A);

2

"New Corporate Guarantee" means the irrevocable, unconditional and on-demand guarantee of the obligations of the Borrower under the Loan Agreement and the other Finance Documents, executed or (as the context may require) to be executed by the New Corporate Guarantor in favour of the Security Trustee in the Agreed Form;

"New Corporate Guarantor" means Dryships Inc., a corporation incorporated and validly existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands;

"New Shareholder" means Drybulk Investments Inc., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands;

"New Shares Pledge" means a pledge over all the shares in the Borrower in the Agreed Form executed or (as the context may require) to be executed by the New Shareholder in favour of the Security Trustee in the Agreed Form; and

"Share Purchase Agreement" means the purchase agreement made or to be made between the Existing Shareholder and the New Shareholder in respect of the acquisition of the shares in the Borrower by the New Shareholder from the Existing Shareholder in the Agreed Form.

1.3 Application of construction and interpretation provisions of Loan Agreement

Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.

2 AGREEMENT OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT AND THE OTHER FINANCE DOCUMENTS

2.1 Agreement of the Creditor Parties

The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to the Request.

2.2 Agreement of the parties to this Agreement

The parties to this Agreement agree, subject to and upon the terms and conditions of this Agreement, to the amendment of the Loan Agreement and the other Finance Documents to be made pursuant to Clauses 5.1 and 5.2.

2.3 Release

With effect on and from (and subject to the occurrence of) the Effective Date:

(a) the Creditor Parties release all Security Interests created in their favour by the Existing Corporate Guarantor, the Existing Shareholder and the Borrower under the Existing Corporate Guarantee, the Existing Shares Pledge and the Existing Charterparty Assignment respectively;

(b) the Creditor Parties release the Existing Corporate Guarantor, the Existing Shareholder and the Borrower from their respective obligations under any covenants and undertakings relating to any asset over which a Security Interest is released pursuant to this Agreement in relation to the Existing Guarantee, the Existing Shares Pledge and the Existing Charterparty Assignment; and

3

(c) the Security Trustee, without any warranty, representation (other than a representation that it has not further reassigned any of the rights and interests referred to in paragraphs (i) and (ii) below), covenant or other recourse, reassigns to:

(i) the Existing Shareholder, all rights and interests of every kind to, in or in connection with in the Derivative Assets (as defined the in the Existing Shares Pledge) assigned to the Security Trustee by the Existing Shareholder pursuant to the Existing Shares Pledge; and

(ii) the Borrower, all rights and interests of every kind to, in or in connection with in the Assigned Property (as defined the in the Existing Charterparty Assignment) assigned to the Security Trustee by the Borrower pursuant to the Existing Charterparty Assignment.

2.4 Effective Date

The agreement of the Creditor Parties contained in Clauses 2.1 and 2.2 and the Release contained in Clause 2.3 shall have effect on and from the Effective Date.

3 CONDITIONS PRECEDENT

3.1 General

The agreement of the Creditor Parties contained in Clauses 2.1 and 2.2 and the Release contained in Clause 2.3 is subject to the fulfilment of the conditions precedent in Clause 3.2.

3.2 Conditions precedent

The conditions referred to in Clause 3.1 are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before the date of this Agreement (or such later date as the Agent may agree with the Borrower):

(a) in relation to the Borrower, the New Corporate Guarantor and the New Shareholder, documents of the kind specified in Schedule 3, Part A, paragraphs 2, 3, 4 and 5 of the Loan Agreement as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement, the Amended and Restated Loan Agreement, the New Corporate Guarantee and the New Shares Pledge (as applicable);

(b) in relation to each of the Existing Corporate Guarantor, the Existing Shareholder and the Approved Manager, an original certificate of incumbency confirming (inter alia) the names of its directors, officers and shareholders;

(c) an original of this Agreement duly executed by the parties to it and countersigned by the Existing Corporate Guarantor, the Existing Shareholder and the Approved Manager;

(d) an original of each of the New Corporate Guarantee and the New Shares Pledge duly executed by the parties to it (and of each document required to be delivered thereunder);

(e) a certified copy of the Share Purchase Agreement duly executed by the parties thereto;

(f) evidence that the Shares Sale has been effected;

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(g) an original of the share certificate of the Borrower specifying the New Shareholder as the sole shareholder of the shares of the Borrower;

(h) such documentary evidence as the Agent and its legal advisers may reasonably require in relation to the due authorisation and execution of the Share Purchase Agreement by the Existing Shareholder and the New Shareholder;

(i) evidence satisfactory to the Agent that the amendment fee referred to in Clause 7.1 has been paid in full by the Borrower;

(j) favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands and such other relevant jurisdictions as the Agent may require;

(k) documentary evidence that the agent for service of process named in clause 30.4 of the Amended and Restated Loan Agreement has accepted its appointment in respect of this Agreement, the Amended and Restated Loan Agreement, the New Corporate Guarantee and the New Shares Pledge;

(l) such documents, information and other evidence in such form as is requested by the Agent in order for the Lenders to comply with all necessary "know your customer" or "client acceptance" or other similar identification procedures in relation to the Borrower, any Security Party, the New Corporate Guarantor and the New Shareholder and the transactions contemplated in this Agreement and the other Finance Documents; and

(m) any further opinions, consents, agreements and documents in connection with this Agreement and the Finance Documents which the Agent may request by notice to the Borrower prior to the Effective Date.

4 REPRESENTATIONS AND WARRANTIES

4.1 Repetition of Loan Agreement representations and warranties

The Borrower represents and warrants to the Creditor Parties that the representations and warranties in clause 10 of the Loan Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.

4.2 Repetition of Finance Document representations and warranties

The Borrower and each of the other Security Parties represents and warrants to the Creditor Parties that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.

5 AMENDMENT OF LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS

5.1 Specific amendments to Loan Agreement

(a) With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended and restated in the form of the Amended and Restated Loan Agreement; and

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(b) as so amended and restated pursuant to paragraph (a) above, the Loan Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.

5.2 Amendments to Finance Documents

With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement, shall be, and shall be deemed by this Agreement to be, amended as follows:

(a) the Deed of Covenant shall be amended to include at clause 11.1 (Incorporation of Loan Agreement provisions) thereof a cross reference to clause 31 (Bail-in) of the Amended and Restated Loan Agreement;

(b) the General Assignment shall be amended to include at clause 12.1 (Incorporation of Loan Agreement provisions) thereof a cross reference to clause 31 (Bail-in) of the Amended and Restated Loan Agreement;

(c) the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and restated or supplemented by this Agreement; and

(d) by construing references throughout each of the Finance Documents to "this Agreement", "this Deed", "hereunder" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.

5.3 Finance Documents to remain in full force and effect

The Finance Documents other than the Loan Agreement shall remain in full force and effect as amended by:

(a) the amendments contained or referred to in Clause 5.2; and

(b) such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

6 FURTHER ASSURANCES

6.1 Borrower's and each Security Party's obligation to execute further documents etc.

The Borrower and each Security Party shall:

(a) execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Security Trustee may, in any particular case, specify; and

(b) effect any registration or notarisation, give any notice or take any other step;

which the Security Trustee may, by notice to the Borrower or that Security Party, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.

6.2 Purposes of further assurances

Those purposes are:

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(a) validly and effectively to create any Security Interest or right of any kind which the Security Trustee intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and restated or supplemented by this Agreement; and

(b) implementing the terms and provisions of this Agreement.

6.3 Terms of further assurances

The Security Trustee may specify the terms of any document to be executed by the Borrower or any Security Party under Clause 6.1, and those terms may include any covenants, powers and provisions which the Security Trustee considers appropriate to protect its interests.

6.4 Obligation to comply with notice

The Borrower or any Security Party shall comply with a notice under Clause 6.1 by the date specified in the notice.

6.5 Additional corporate action

At the same time as the Borrower or any Security Party delivers to the Security Trustee any document executed under Clause 6.1(a), the Borrower or any Security Party shall also deliver to the Security Trustee a certificate signed by an officer of the Borrower or, as the case may be, that Security Party which shall:

(a) set out the text of a resolution of the Borrower's or that Security Party's directors specifically authorising the execution of the document specified by the Security Trustee; and

(b) state that either the resolution was duly passed at a meeting of the directors validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under the Borrower's or that Security Party's articles of association or other constitutional documents.

7 FEES AND EXPENSES

7.1 Amendment fee

The Borrower shall pay to the Agent on or before the date of this Agreement a non-refundable amendment fee of $25,000.

7.2 Expenses

The provisions of clause 20 (Fees and Expenses) of the Loan Agreement, as amended and restated by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

8 COMMUNICATIONS

8.1 General

The provisions of clause 28 (Notices) of the Loan Agreement, as amended and restated by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

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9 SUPPLEMENTAL

9.1 Counterparts

This Agreement may be executed in any number of counterparts.

9.2 Third party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

10 LAW AND JURISDICTION

10.1 Governing law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

10.2 Incorporation of the Loan Agreement provisions

The provisions of clause 30 (Law and Jurisdiction) of the Loan Agreement, as amended and restated by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this Agreement.

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SCHEDULE 1

LENDERS

Lender	Lending Office
DVB BANK SE	Platz der Republik 6D-60325 FrankfurtAm-Main Germany

9

EXECUTION PAGES

BORROWER
EXECUTED AND DELIVERED	)
as a DEED RIGHTMOVE OWNERS	)
acting by Dimitrios Glynos	)	/s/Dimitrios Glynos
its duly authorised attorney-in-fact	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS	)	/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

LENDERS
EXECUTED AND DELIVERED	)
as a DEED by DVB BANK SE	)
acting by Erica Lacombe	)	/s/Erica Lacombe
its duly authorised attorney-in-fact	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS	)	/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

AGENT
EXECUTED AND DELIVERED	)
as a DEED by DVB BANK SE	)
acting by Erica Lacombe	)	/s/Erica Lacombe
its duly authorised attorney-in-fact	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS	)	/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

ARRANGER
EXECUTED AND DELIVERED	)
as a DEED by DVB BANK SE	)
acting by Erica Lacombe	)	/s/Erica Lacombe
its duly authorised attorney-in-fact	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS	)	/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

10

SECURITY TRUSTEE
EXECUTED AND DELIVERED	)
as a DEED by DVB BANK SE	)
acting by Erica Lacombe	)	/s/Erica Lacombe
its duly authorised attorney-in-fact	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS	)	/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

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COUNTERSIGNED on 1 June 2018 for and on behalf of the below Security Parties, each of which by its execution hereof confirms and acknowledges that it has read and understood the terms and conditions of this Agreement, that it agrees in all respects to the same and that the Finance Documents to which it is a party (other than, after the Effective Date, the Existing Corporate Guarantee and the Existing Shares Pledge which are released pursuant to Clause 2.3 of this Agreement) shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Loan Agreement and the other Finance Documents (each as amended, supplemented and/or restated by this Agreement).

Dr. Adriano Cefai5/1 Merchant StreetValetta VLT 1171Malta
/s/ Dr. Andriano CefaiDr. Adriano Cefaifor and on behalf ofTMS DRY LTD.in its capacity as Existing Guarantor

Dr. Adriano Cefai5/1 Merchant StreetValetta VLT 1171Malta
/s/ Dr. Andriano CefaiDr. Adriano Cefaifor and on behalf ofRIGHTMOVE SHAREHOLDERS INC.in its capacity as Existing Shareholder

Dr. Adriano Cefai5/1 Merchant StreetValetta VLT 1171Malta
/s/ Dr. Andriano CefaiDr. Adriano Cefaifor and on behalf ofTMS DRY LTD.in its capacity as Approved Manager

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APPENDIX

FORM OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO

INDICATE AMENDMENTS TO THE LOAN AGREEMENT

Amendments are indicated as follows:

1 additions are indicated by underlined text; and

2 deletions are shown by strike-through text.

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Dated 11 October 2013
as amended and restated on 1 June 2018









RIGHTMOVE OWNERS INC.as Borrower

-and-

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1as Lenders

-and-

DVB BANK SE

as Agent, Arranger and Security Trustee


LOAN AGREEMENT
relating to a loan facility of (originally) up to US$30,000,000to part-finance the acquisition cost of aCapesize bulk carrier under construction constructedat Shanghai Jiangnan Changxing Shipbuilding Co. Ltd., Chinahaving builder's hull number 1239 tbn and named "HUAHINE"

WATSON FARLEY

&

WILLIAMS

INDEX

Clause		Page
1	Interpretation	1
2	Facility	1519
3	Position of the Lenders	1519
4	Drawdown	1520
5	Interest	1621
6	Interest Periods	1925
7	Default Interest	1925
8	Repayment and Prepayment	2027
9	Conditions Precedent	2229
10	Representations and Warranties	2330
11	General Undertakings	2634
12	Corporate Undertakings	3140
13	Insurance	3242
14	Ship Covenants	3848
15	Security Cover	4353
16	Payments and Calculations	4555
17	Application of Receipts	4657
18	Application of Earnings	4758
19	Events of Default	4858
20	Fees and Expenses	5365
21	Indemnities	5466
22	No Set-off or Tax Deduction	5668
23	Illegality, etc	5670
24	Increased Costs	5771
25	Set-Off	5973
26	Transfers and Changes in Lending Offices	5974
27	Variations and Waivers	6379
28	Notices	6480
29	Supplemental	6783
30	Law and Jurisdiction	6783
31	Bail-In	84
Schedules
Schedule 1 Lenders and Commitments		6985
Schedule 2 Drawdown Notice		7086
Schedule 3 Condition Precedent Documents		7187
Part A                                                                       Error Bookmark not defined.
Part B		88
Schedule 4 Transfer Certificate		7490
Schedule 5 List of Approved Brokers		7793
Schedule 6 DVB Form of Administration		7894
Schedule 7 Part A Letter of Instruction to Classification Society		8096
Part B Letter of Undertaking From the Classification Society		98
Schedule 8 Timetables		99
Execution Pages		83
Execution Page		100

THIS AGREEMENT is was made on 11 October 2013 and is amended and restated by an Amending and Restating Agreement dated 1 June 2018

PARTIES

BETWEEN

(1) RIGHTMOVE OWNERS INC., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake MH96960, Majuro, Marshall Islands as Borrower;

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

(3) DVB BANK SE, as Agent;

(4) DVB BANK SE, as Arranger; and

(5) DVB BANK SE, as Security Trustee.

BACKGROUND

The Lenders have agreed to make available to the Borrower a secured term loan facility in an amount of up to the lesser of (i) $30,000,000 and (ii) 60 per cent. of the market value (determined pursuant to paragraph 6 of Schedule, 3 Part B) of a Capesize bulk carrier of approximately 206,000 metric tons deadweight, currently being constructed by Shanghai Jiangnan Changxing Shipbuilding Co., Ltd. in China and bearing builder's Hull No. 1239, for the purpose of part-financing the acquisition cost of that ship. The amount of $30,000,000 has been drawn down on the Drawdown Date, of which an amount of 16,500,000 is outstanding by way of principal as at the date of the Amending and Restating Agreement.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Definitions

Subject to Clause 1.5, in this Agreement:

"Account Bank" means Nordea DVB Bank Finland Plc, London Branch SE, acting through its office at 8^th Floor Platz der Republik 6, City Place House D-60325 Frankfurt Am-Main, 55 Basinghall Street, London- EC2V 5NB, England Germany or any other bank or financial institution approved by the Majority Lenders with whom the Earnings Accounts Account may be maintained;

"Accounts Pledge" means a pledge agreement creating security in respect of the Earnings Account in the Agreed Form;

“Affected Lender” has the meaning given in Clause 5.7;

"Agency and Trust Agreement" means the agency and trust agreement dated the same date as this Agreement and made between the same parties;

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"Agent" means DVB Bank SE, acting in such capacity through its office at Platz der Repulic Republik 6, D-60325 Frankfurt Am-Main, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

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

"Amending and Restating Agreement" means an amending and restating agreement dated 1 June 2018 and made between, amongst others, (i) the Borrower. (ii) the Lenders, (iii) the Agent iv the Arranger and (v) the Security Trustee setting out the terms and conditions on which this Agreement has been amended and restated:

"Annex VI" means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997);

"Approved Broker" means any of the brokers listed in Schedule 5 and, in the plural, means all of them;

"Approved Charterer" means Classic Maritime Inc., a company incorporated in Marshall Islands and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH 96960, Majuro, Marshall Islands.

“Approved Charterparty” makes a time charterparty dated 30 September 2013in respect of the Ship and made between the Borrower as owner and the Charter as charterer for a duration of 7 years and at a hire rate of $21,000 per day;

"Approved Flag" means the flag of Malta, Liberia, the Marshall Islands or any other flag which the Agent may, with the authorisation of the Majority Lenders, approve as the flag on which the Ship may be registered;

"Approved Flag State" means Malta, Liberia, the Marshall Islands or any other country in which the Agent may, with the authorisation of the Majority Lenders, approve that the Ship may be registered;

"Approved Manager" means, in relation to the technical and commercial management of the Ship, TMS Dry Ltd., a corporation incorporated in The Marshall Islands and maintaining a law 89 shipmanagement office at 11 Frangkokklisias street Fragkokklisias Street, 151 25 Maroussi, Greece or either:

(a) any other company in the same legal and beneficial ownership and control as TMS Dry Ltd.; or

(b) any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the commercial or, as the case may be, technical manager of the Ship;

"Approved Manager's Undertakings" means a letter of undertaking executed or to be executed by the Approved Manager in favour of the Security Trustee, agreeing certain matters in relation to the commercial and technical management of the Ship and subordinating its

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rights against the Ship and the Borrower to the rights of the Lenders under the Finance Documents, in the Agreed Form;

"Arranger" means DVB Bank SE, acting in such capacity through its office at Platz der Republic Republik 6, D-60325 Frankfurt Am-Main, Germany, or any successor;

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

(a) the earlier of (i) the date on which the Contract is assigned and/ or novated in favour of any third party, (ii) Delivery Date of the Ship and (iii) 31 December 2013 (or such later date as the Agent may, with the authorisation of the Lenders, agree with the Borrower); or

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

"Bail-In Action" means the exercise of any Write-down and Conversion Powers;

"Bail-In Legislation" means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements. Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation’

"Balloon Instalment" has the meaning given in Clause 8.1(b);

"Borrower" means RIGHTMOVE OWNERS INC., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands Island, MH96960, Majuro, Marshall Islands;

"Builder" means Shanghai Jiangnan Changxing Shipbuilding Co. Ltd., a company incorporated and existing under the laws of the People's Republic of China having its registered office at No. 2468 Changxing Jiangnan Avenue, Changxing Town, Chongming County, Shanghai 201913, The People's Republic of China;

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

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London (in relation to a determination of an interest rate only), Frankfurt (in relation to funding only), New York (in relation to Dollar payments only) and otherwise Amsterdam, Athens and Piraeus;

"Charterparty" means any time charterparty (including, without limitation, the Approved Charterparty) in respect of the Ship of a duration (or capable of being or exceeding a duration)

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of 12 months or more, made on terms and with a charterer in all respects acceptable to the Agent;

"Charterparty Assignment" means a specific deed of assignment of the rights, title and interests of the Borrower in respect of any Charterparty in the Agreed Form;

“Charterparty Performance Guarantee” means any guarantee entered into pursuant to the terms of the Charterparty in respect of the Approved Charterparty and executed by the Charterparty Performance Guarantor;

“Charterparty Performance Guarantor” means Classic Shipholding Inc., a company incorporated in the Marshall Islands and existing under the laws of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeitake Islands, MH9690, Majuro, Marshall Islands;

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

"Contract" means the shipbuilding contract dated 17 May 2010 entered into between the Builder and CSTC and the Original Buyer (as amended and supplemented by an addendum No. 1 dated 17 May 2010, an addendum No. 2 dated 9 November 2012, an addendum No. 3 dated 26 April 2013 and an addendum No. 4 dated 18 June 2013 and novated, amended and supplemented by a novation agreement (the "Novation Agreement") dated 17 April 2013 pursuant to which the Original Buyer novated its rights, obligations and liabilities under that shipbuilding contract to the Borrower) in respect of the construction of the Ship by the Builder and its purchase by the Borrower;

"Contract Price" means $51,400,000, being the acquisition cost in respect of the Ship payable to the Builder pursuant to Article II of the Contract;

"Contractual Currency" has the meaning given in Clause 21.4;

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

"Corporate Guarantee" means the irrevocable, unconditional and on-demand guarantee of the obligations of the Borrower under this Agreement and the Finance Documents to which it the Borrower is a party, executed or (as the context may require) to be executed by the Corporate Guarantor in favour of the Lender Security Trustee in the Agreed Form;

"Corporate Guarantor" means Cardiff Marine Dryships Inc., a company corporation incorporated in Liberia and validly existing under the laws of Liberia the Marshall Islands, having its registered office at 80 Broad Street Trust Company Complex, Monrocia Ajeltake Road, Liberia Ajeltake Island, MH96960, Majuro, Marshall Islands;

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

"CSTC" means China Shipbuilding Trading Company Limited, a company organised and existing under the laws of the People's Republic of China and having its registered office at Fangyuan Mansion, 56 (Yi), Zhongguancum Nondajie, Beijing 100044, The People's Republic of China;

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"Delivery Date" means the date on which the Ship is was actually delivered to the Borrower pursuant to the Contract;

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

"Drawdown Date" means the date requested by the Borrower for the Loan to be advanced, or (as the context requires), the date on which the Loan is actually advanced;

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

"DVB Form of Administration" means a form to be issued by the Borrower to the Agent in the form set out in Schedule 6;

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

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

(i) all freight, hire and passage moneys;

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

(iii) remuneration for salvage and towage services;

(iv) demurrage and detention moneys;

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

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

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

"Earnings Account" means an account in the name of the Borrower with the Account Bank designated "Rightmove Owners Inc. - Earnings Account" and into which all Earnings are paid in accordance with Clause 18.1, or any other account which is designated by the Agent as the Earnings Account for the Ship for the purposes of this Agreement;

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway;

"Environmental Claim" means:

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

5

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

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

"Environmental Incident" means:

(a) any release of Environmentally Sensitive Material from the Ship; or

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

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

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

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

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

"Event of Default" means any of the events or circumstances described in Clause 19.1;

"FATCA" means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty. law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and another jurisdiction which in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) an agreement pursuant to the implementation of an treat law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

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"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA;

"FATCA Exempt Part " means a Part that is entitled to receive payments free from any FATCA Deduction;

"Finance Documents" means:

(a) this Agreement;

(b) the Agency and Trust Agreement;

(c) the Corporate Guarantee;

(d) the General Assignment;

(e) the Mortgage;

(f) the Account Pledge;

(g) any Charterparty Assignment;

(h) the Shares Pledge;

(i) the Amending and Restating Agreement;

(j) (i)the Approved Manager's Undertakings; and

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

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

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

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

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

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

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

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

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.8,

"GAAP" means generally accepted accounting principles as from time to time in effect in the United States of America including IFRS;

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

"Group" means the Borrower, the Shareholder, the Corporate Guarantor and any other company in the same legal and beneficial ownership and control as its subsidiaries for the time being (including, but not limited to, the Borrower or and the Shareholder) and "member of the Group" shall be construed accordingly;

"IAPPC" means a valid international air pollution prevention certificate issued under Annex VI;

"IFRS" means international accounting standards within the meaning of the IAS Regulations 1606/2002 to the extent applicable to the relevant financial statements;

"Initial Market Value" means the Market Value of the Ship calculated in accordance with the valuations relative thereto referred to in paragraph 6 of Schedule 3, Part B;

"Instalment" has the meaning given in Clause 8.1(a);

"Insurances" means:

(a) all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, effected in respect of the Ship, the Earnings or otherwise in relation to the Ship; and

(b) all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on the date of this Agreement;

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

"Interpolated Screen Rate" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

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

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available which exceeds the Interest Period of the Loan or that part of the Loan,

each as of the Specified Time for Dollars;

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

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

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

"Lender" means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Agent under Clause 26.14) or its transferee, successor or assign;

"LIBOR" means, for an Interest Period: in relation to, the Loan or any part of the Loan;

(a) the applicable Screen Rate as of the Specified Time for Dollars and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(a) the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, or as near as possible equal to, the relevant interest Period which appears on REUTERS BBA Page LIBOR 01 at or about 11:00 a.m. (London time) on the Quotation Date for that Interest Period (and, for the purposes of this Agreement, “REUTERS BBA Page LIBOR 01” means the display designated at the “REUTERS BBA Page LIBOR 01” on the Reuters Money News Service or such other page as may replace REUTERS BBA Page LIBOR 01 on that service for the purpose of displaying rates comparable to that rate or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollars); or

(b) If no rate is quoted on REUTERS BBA Page LIBOR 01, the rate per annum determined by the Agent to the arithmetic mean (rounded upwards if necessary, to the nearest one sixteenth of one per cent.) of the rates per annum notified to the Agent by each Reference Bank as the rate of which deposits in Dollars are offered to that Reference Bank by leading banks in the London interbank Market at that Reference Bank’s request at or about 11:00 a.m. (London time) on the Quotation Date for that interest Period for a period equal to that Interest Period and for delivery on the first Business Day of it;

(b) as otherwise determined pursuant to Clause 5.5,

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

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

"Major Casualty" means any casualty to the Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent in any other currency;

"Majority Lenders" means:

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(a) before the Loan has been made, Lenders whose Commitments total 66.66 per cent. of the Total Commitments; and

(b) after the Loan has been made, Lenders whose Contributions total 66.66 per cent. of the Loan;

"Management Agreement" means the agreement dated 17 April 2013 and made between the Borrower and the Approved Manager pursuant to which the Approved Manager has agreed to provide technical and commercial management services to the Borrower in respect of the Ship.;

"Margin" means 3.25 per cent. per annum;

"Market Value" means the market value of the Ship determined in accordance with Clause 15.3;

"Material Adverse Effect" means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or

(b) the ability of the Borrower or any Security Party to perform its obligations under any Finance Document; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Creditor Party under any of the Finance Documents;

"Minimum Liquidity" has the meaning given in Clause 11.17;

"Mortgage" means the first preferred or, as the case may be, priority ship mortgage on the Ship and, if required, a deed of covenant collateral thereto, in the Agreed Form;

“Negotiation Period” has the meaning given in Clause 5.10;

"Notifying Lender" has the meaning given in Clause 23.1 or Clause 24.1 as the context requires;

"Original Buyer" means Amazon Owning Company Limited, a corporation organized and existing under the laws of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, the Marshall Islands;

"Party" means a party to this Agreement;

"Payment Currency" has the meaning given in Clause 21.4;

"Permitted Security Interests" means:

(a) Security Interests created by the Finance Documents;

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

(c) liens for salvage;

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(d) liens arising by operation of law for not more than 2 months' prepaid hire under any charter in relation to the Ship not prohibited by this Agreement;

(e) liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.13(h);

(f) any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses where the Borrower is actively prosecuting or defending such proceedings or arbitration in good faith; and

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

"Permitted Ultimate Beneficial Ownership Change" means the Ultimate Beneficial Owner becoming the ultimate legal, direct or indirect, beneficial owner of the total issued share capital of the Borrower by way of transfer of all the shares of the Borrower to an entity which is wholly beneficially owned by the Ultimate Beneficial Owner and approved by all the Lenders in their sole discretion, subject to Clause 19.1(k);

"Pertinent Document" means:

(a) any Finance Document;

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

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

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

"Pertinent Jurisdiction", in relation to a company, means:

(a) England and Wales;

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

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

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

(e) a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest

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created by the company must or should be registered in order to ensure its validity or priority; and

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

"Pertinent Matter" means:

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

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

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

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

“Prohibited Person” means any person with whom transactions are currently prohibited or restricted under the United States of America sanctions administered by the United States of America Department of Treasury’s Office of Foreign Assets Control (OFAC), any other United States of America government sanction, export or procurement laws or any other sanctions or business dealings imposed by a member state of the European Union, including a person on any list of restricted entities, persons or organisations published by the United States of America government, the United Nations or the European Union or any member state of the European Union, including without limitation;

(a) the United States of America Government’s List of Specially Designated Nationals and Blocked Persons, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List and Terrorism Exclusion List;

(b) Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets;

(c) the European Union Restricted Person Lists issued pursuant to Council Regulation (EC) No. 881/2002 of 27 May 2002, Council Regulation (EC) No, 2580/2001 of 27 December 2001 and Council Common Position 2005/725/CFSP of 17 October 2005; and

(d) the United Nations Consolidated List established and maintained by the 1267 Committee;

"Prohibited Person" means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed;

"Quotation Date" means, in relation to any Interest Period (or any other period for which an interest rate is to be determined under any provision of a Finance Document), the day which is 2 Business Days before the first day of that Interest Period or any other period, unless market practice differs in the London Interbank Market for a currency, in which case the Quotation Date will be determined by the Agent in accordance with market practice in the London

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Interbank Market (and if quotations would normally be given by leading banks in the London Interbank Market on more than one day, the Quotation Date will be the last of those days);

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:

(a) if:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, as the rate at which the relevant Reference Bank could fund itself in Dollars for the relevant period with reference to the unsecured wholesale funding market.;

"Reference Banks" means, subject to Clause 26.16, the branch of DVB Bank SE at Platz der Republik 6, D-60325 Frankfurt Am-Main, Germany and the London branch of any other bank or financial institution selected by the Agent;

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

"Relevant Person" has the meaning given in Clause 19.9;

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

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

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers;

"Sanctions" means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a) imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or

(b) otherwise imposed by any law or regulation;

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed on page LIBOR01 or LIBOR02 of the Thomson

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Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrower;

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

"Security Cover Ratio" means, at any relevant time, the aggregate of (i) the Market Value of the Ship and (ii) the net realisable value of any additional security provided at that time under Clause 15 expressed as a percentage of the Loan at that time;

"Security Interest" means:

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

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

(c) any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;

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

"Security Period" means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower, the Security Parties and the other Creditor Parties that:

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

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

(c) neither the Borrower nor any Security Party has any future or contingent liability under Clauses 20, 21 or 22 below or any other provision of this Agreement or another Finance Document; and

(d) the Agent, the Arranger, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any

14

present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;

"Security Trustee" means DVB Bank SE, acting in such capacity through its office at Platz der Republik, D-60325 Frankfurt Am-Main, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

"Servicing Bank" means the Agent or the Security Trustee;

"Shareholder" means Rightmove Shareholders Drybulk Investments Inc., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands,;

"Shares Pledge" means a pledge over all the shares in the Borrower in the Agreed Form;

"Ship" means the Capesize bulk carrier of approximately 206,000 metric tons deadweight currently under construction constructed by the Builder for, and to be purchased by, the Borrower pursuant to the Contract, having Builder's Hull No. 1239, and to be registered, on the Delivery Date, in the ownership of the Borrower with IMO No. 9587257 under an Approved Flag with the name "HUAHINE";

"Specified Time" means a day or time determined in accordance with Schedule 8;

"Total Loss" means:

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

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

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

"Total Loss Date" means:

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

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

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

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

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

"Transfer Certificate" has the meaning given in Clause 26.2;

"Trust Property" has the meaning given in clause 3.1 of the Agency and Trust Agreement;

"Ultimate Beneficial Owner" means Mr. George Economou, a citizen of Greece residing, as at the date of this Agreement, at 38 Boulevard du Jardin Exotique, 98000 Monaco, and/or any of his linear descendants;

"Underlying Documents" means, together, the Contract, the Management Agreement and theApproved any Charterparty and, in the singular, means any of them; and

"US" means the United States of America;

"US Tax Obligor" means:

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

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

"VAT" means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere;,. and

"Write-down and Conversion Powers" means:

(a) in relation to an Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

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1.2 Construction of certain terms

In this Agreement:

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

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

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

"company" includes any partnership, joint venture and unincorporated association;

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

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

"document" includes a deed; also a letter or fax;

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

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

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

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

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

"months" shall be construed in accordance with Clause 1.3;

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

"parent company" has the meaning given in Clause 1.4;

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

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

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

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

"subsidiary" has the meaning given in Clause 1.4;

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

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

1.3 Meaning of "month"

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

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

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

and "month" and "monthly" shall be construed accordingly.

1.4 Meaning of "subsidiary"

A company (S) is a subsidiary of another company (P) if:

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

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

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

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

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

1.5 General Interpretation

In this Agreement:

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

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

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

(d) Clauses 1.1 to 1.5 apply unless the contrary intention appears.

1.6 Headings

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

2 FACILITY

2.1 Amount of facility

Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a secured term loan facility, in a single advance, in an amount of up to the lesser of (a) $30,000,000 and (b) 60 per cent. of the Initial Market Value of the Ship. The amount of $30,000,000 has been drawn down on the Drawdown Date, of which an amount of $16,500,000 is outstanding by way of principal as at the date of the Amending and Restating Agreement.

2.2 Lenders' participations in Loan

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

2.3 Purpose of Loan

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

3 POSITION OF THE LENDERS

3.1 Interests of Lenders

The rights of the Lenders under this Agreement are several.

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3.2 Individual Lender's right of action

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

3.3 Proceedings by individual Lender requiring Majority Lender consent

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

3.4 Obligations of Lenders several

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

(a) the obligations of the other Lenders being increased; nor

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

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

4 DRAWDOWN

4.1 Request for the Loan

Subject to the following conditions, the Borrower may request the Loan to be advanced by ensuring that the Agent receives the completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date. The Parties acknowledge that the Loan has been drawn down on the Drawdown Date.

4.2 Availability

The conditions referred to in Clause 4.1 are that:

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

(b) the amount of the Loan shall not exceed an amount equal to the lesser of (i) $30,000,000 and (ii) 60 per cent. of the Initial Market Value of the Ship.

4.3 Notification to Lenders of receipt of the Drawdown Notice

The Agent shall promptly notify the Lenders that it has received the Drawdown Notice and shall inform each Lender of:

(a) the amount of the Loan and the Drawdown Date;

(b) the amount of that Lender's participation in the Loan; and

(c) the duration of the first Interest Period.

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4.4 Drawdown Notice irrevocable

The Drawdown Notice must be signed by a duly authorised representative of the Borrower; and once served, the Drawdown Notice cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders.

4.5 Lenders to make available Contributions

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

4.6 Disbursement of Loan

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

(a) to the account which the Borrower specifies in the Drawdown Notice; and

(b) in the like funds as the Agent received the payments from the Lenders.

4.7 Disbursement of Loan to third party

The payment by the Agent under Clause 4.6 shall constitute the borrowing of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution.

5 INTEREST

5.1 Payment of normal interest

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

5.2 Normal rate of interest

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

5.3 Payment of accrued interest

In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.

5.4 Notification of Interest Periods and rates of normal interest

The Agent shall notify the Borrower and each Lender of:

(a) each rate of interest; and

(b) the duration of each Interest Period,; and

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(c) each Funding Rate relating to the Loan or any part of the Loan, as soon as reasonably practicable after each is determined.

as soon as reasonably practicable after each is determined.

5.5 Obligation of Reference Banks to quote

A Reference Bank which is a Lender shall use all reasonable efforts to supply the quotation required of it for the purposes of fixed a rate of interest under this Agreement.

5.6 Absence of quotations by Reference Banks

If any Reference Bank fails to supply a quotation, the Agent shall determine the relevant LIBOR on the basis of the quotations supplied by the other Reference Bank or Banks; but if 2 or more of the Reference Banks fail to provide a quotation, the relevant rate of interest shall be set in accordance with the following provisions of this Clause 5.

5.7 Market disruption

The following provisions of this Clause apply if:

(a) no screen rate is quoted in REUTERS BBA Page LIBOR 01 and the Reference Banks do not, before 1:00 p.m. (London time) on the Quotation Date, provide quotations to the Agent in order to fix LIBOR; or

(b) at least 1 Business Day before the start of an Interest Period, a Lender notifies the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to that Lender of funding its respective Contributions (or any part of them) during the Interest Period in the London Interbank Market at or about 11:00 a.m. (London time) on the Quotation Date for the Interest Period; or

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

5.8 Notification of market disruption

The Agent shall promptly notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.7 which have caused its notice to be given.

5.9 Suspension of drawdown

If the Agent’s notice under Clause 5.8 is served before the Loan is advances:

(a) in a case falling within Clauses 5.7(a) or (b), the Lenders’ obligations to advance the Loan;

(b) in a case falling within Clause 5.7(c), the Affected Lender’s obligation to participate in the Loan;

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

5.10 Negotiation of alternative rate of interest

If the Agent’s notice under Clause 5.8 is served after the Loan is borrowed, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 30 days after the date on which the Agent serves its notice

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under Clause 5.8 (the “Negotiation Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Controlling during the Interest Period concerned.

5.11 Application of agreed alternative rate of interest

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

5.12 Alternative rate of interest in absence of agreement

If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin; and the procedure provided for by this Clause 5.12 shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.

5.13 Notice of prepayment

If the Borrower does not agree with an interest rate set by the Agent under Clause 5.12, the Borrower may give the Agent not less than 15 Business Days’ notice of its intention to prepay at the end of the interest period set by the Agent.

5.14 Prepayment; termination of Commitments

A notice under Clause 5.13 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower’s notice of intended prepayment; and

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

(b) on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the Loan or, as the case may be, the Affected Lender’s Contribution together with accrued interest thereon at the applicable rate (being the rate proposed by the Lenders in accordance with Clause 5.12) plus the Margin.

5.15 Application of prepayment

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

5.5 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) Dollars; or

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(ii) the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and fora period equal in length to the Interest Period of the Loan or that part of the Loan.

(c) Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 5.8 shall apply to the Loan or that part of the Loan for that Interest Period.

5.6 Calculation of Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon on the Quotation Date none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

5.7 Market disruption

If before close of business in London on the Quotation Date for the relevant Interest Period the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 10 per cent. of the Loan or the relevant part of the Loan as appropriate) (the "Relevant Lender") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 5.8 shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

5.8 Cost of funds

(a) If this Clause 5.8 applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

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

(b) If this Clause 5.8 applies and the Agent or the Borrowers so require, the Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c) Any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrowers, be binding on all parties to this Agreement.

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(d) If paragraph (e) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e) If this Clause 5.8 applies pursuant to Clause 5.7 and:

(i) a Lender's Funding Rate is less than LIBOR; or

(ii) a Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above,

the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

6 INTEREST PERIODS

6.1 Commencement of Interest Periods

The first Interest Period shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

6.2 Duration of normal Interest Periods

Subject to Clauses 6.3 and 6.4, each Interest Period shall be:

(a) 3 months; or

(b) such other period as the Agent may, in its absolute discretion, agree with the Borrower not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the relevant Interest Period.

6.3 Duration of Interest Periods for Instalments

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

6.4 Non-availability of matching deposits for Interest Period selected

If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than 3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of 3 months.

7 DEFAULT INTEREST

7.1 Payment of default interest on overdue amounts

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

(a) the date on which the Finance Documents (or any of them) provide that such amount is due for payment; or

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

(c) if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable.

7.2 Default rate of interest

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

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

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

7.3 Calculation of default rate of interest

The rates referred to in Clause 7.2 are:

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

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

(i) LIBOR; or

(ii) if the Agent (after consultation with the Reference Banks) determines that Dollar deposits for any such period are not being made available to any Reference Bank by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Reference Banks from such other sources as the Agent (after consultation with the Reference Banks) may from time to time determine.

7.4 Notification of interest periods and default rates

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

7.5 Payment of accrued default interest

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

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7.6 Compounding of default interest

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

8 REPAYMENT AND PREPAYMENT

8.1 Amount of Instalments

The Save as otherwise repaid or prepaid prior to the date of the Amending and Restating Agreement, the Borrower shall repay the Loan by:

(a) 24 6 consecutive quarterly instalments (each an "Instalment" and, together, the "Instalments"),each in the amount of (i) in the case of each of the first to and the twentieth second Instalments $750.000; and (ii) in the case of the third to the sixth Instalments (inclusive) $750,000; and (ii) in the case of the twenty fourth instalments (inclusive) $500,000; and

(b) a balloon instalment (the “Balloon Instalment”) in the amount of $13,000,000;.

Provided that if the maximum amount of the Loan is not drawn down hereunder each Instalment and the Balloon instalment shall be reduced pro rata by an amount in aggregate equal to the undrawn balance.

8.2 Payment Dates

The first instalment shall be repaid on the date falling three months after the Drawdown Date 17 July 2018, each subsequent Instalment shall be repaid at three-monthly intervals thereafter and the last instalment shall be repaid, together with the Balloon Instalment, on the date falling on the sixth anniversary of the Drawdown Date 17 October 2019.

8.3 Final Repayment Date

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

8.4 Voluntary prepayment

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

8.5 Conditions for voluntary prepayment

The conditions referred to in Clause 8.4 are that:

(a) a partial prepayment shall be $500,000 or a multiple of $500,000;

(b) the Agent has received from the Borrower at least 5 Business Day's prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made;

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

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(d) if such prepayment results in the Loan being fully prepaid (by being refinanced by any bank or financial institution other than DVB Bank SE), the payment of the applicable Prepayment Fee pursuant to Clause 8.12.

8.6 Effect of notice of prepayment

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

8.7 Notification of notice of prepayment

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

8.8 Mandatory prepayment

The Borrower shall be obliged to prepay the Loan if the Ship is sold, refinanced by another bank or financial institution or becomes a Total Loss:

(a) in the case of a sale, on or before the date on which the sale is completed by delivery of the Ship to the buyer; or

(b) in the case of a Total Loss, on the earlier of the date falling 180 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.

8.9 Amounts payable on prepayment

A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.

8.10 Application of partial prepayment

Each partial prepayment shall be applied pro rata against the repayment Instalments and the Balloon Instalment specified in Clauses 8.1(a) and 8.1(b), respectively.

8.11 No reborrowing

No amount prepaid or repaid may be reborrowed.

8.12 Prepayment fee

If the Loan is fully prepaid (through a refinancing by any bank or financial institution other than the Agent) at any time during the 36-month period commencing on the date of this Agreement, the Borrower shall pay to the Lenders on the date on which such prepayment is effected pursuant to this Clause 8 a prepayment fee (the "Prepayment Fee") equal to the Relevant Percentage of the amount prepaid.

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In this Clause 8.12, "Relevant Percentage" means:

(i) for the period commencing on the date of this Agreement and ending on the date falling on the first anniversary (the "First Date") thereof, 3 per cent.;

(ii) for the period commencing on the First Date and ending on the first anniversary thereof (the "Second Date"), 2 per cent.; and

(iii) for the period commencing on the Second Date and ending on the first anniversary thereof, 1 per cent.

9 CONDITIONS PRECEDENT

9.1 Documents, fees and no default for Advance

Each Lender's obligation to contribute to the Loan is subject to the following conditions precedent:

(a) that on or before the date of this Agreement, the Agent receives:

(i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and

(ii) payment of the upfront fee pursuant to Clause 20.1(a);

(b) that, on or prior to the Drawdown Date, the Agent receives:

(i) the documents described in Part B of Schedule 3 in form and substance satisfactory to it and its lawyers; and

(ii) payment of all accrued commitment fee pursuant to Clause 20.1(b);

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

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

(ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;

(iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing;

(iv) there has been no material adverse change in the financial position, state of affairs or prospects of the Borrower, the Corporate Guarantor, the Shareholder, any of the Security Parties or any other member of the Group; and

(v) a material adverse global economic or political development in connection with the Borrower, the Corporate Guarantor, the Shareholder, any of the Security Parties or any other member of the Group; and

(d) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may,

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with the authorisation of the Majority Lenders, request by notice to the Borrower prior to the Drawdown Date.

9.2 Waiver of conditions precedent

If the Majority Lenders, at their discretion, permit the Loan to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).

10 REPRESENTATIONS AND WARRANTIES

10.1 General

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

10.2 Status

The Borrower is duly incorporated and validly existing and in good standing under the laws of the Marshall Islands, is not immune to any legal proceedings in such country of incorporation and is not the beneficiary of any legal privileges which would result in any special immunity to legal action.

10.3 Share capital and ownership

(a) The Borrower has an authorised share capital divided into 500 registered shares of $20 each, all of which shares have been issued in registered form, and the legal title of all those shares is held, free of any Security Interest (except for those created by the Shares Pledge) or other claim, by the Shareholder.

(b) The Borrower is 100 per cent. owned directly or indirectly (but, if indirectly, only through the Shareholder by the Corporate Guarantor unless a Permitted Ultimate Beneficial Ownership Change has been effected in accordance with, and subject to, the terms of Clause 19.1(k)).

(c) The ultimate beneficial ownership and control of at least 50.1 per cent. of the issued and outstanding: common stock of the Corporate Guarantor (and the voting rights attaching to those shares) is held, directly or indirectly, by the Ultimate Beneficial Owner.

10.4 Corporate power

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

(a) to carry out its business carried on or to be carried on by it and own its assets owned or to be owned by it;

(b) to execute the Contract and the Underlying Documents, to purchase and pay for the Ship thereunder and register the Ship in its name under an Approved Flag;

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

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

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10.5 Consents in force

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

10.6 Legal validity; pari passu ranking; admissibility in evidence; effective Security Interests

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

(a) be admissible in evidence and are in full force and effect;

(b) rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law;

(c) constitute the Borrower's legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and

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

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

10.7 No third party Security Interests

Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document:

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

(b) no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8 No conflicts

The execution by the Borrower of each Finance Document and the Underlying Documents, and the borrowing by the Borrower of the Loan, and its compliance with each Finance Document to which it is a party and the Contract will not involve or lead to a contravention of:

(a) any law or regulation; or

(b) the constitutional documents of the Borrower; or

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

10.9 No withholding taxes; stamp duty

All payments which the Borrower is liable to make under the Finance Documents may be made without deduction or withholding for or on account of any tax payable under any law of any

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Pertinent Jurisdiction. No Finance Document is subject to any filing or stamp duty in any Pertinent Jurisdiction.

10.10 No default

No Event of Default or Potential Event of Default has occurred.

10.11 Information

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

10.12 No litigation

No legal or administrative action involving the Borrower (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrower's knowledge, is likely to be commenced or taken.

10.13 Validity and completeness of Underlying Documents

Each Underlying Document constitutes valid, binding and enforceable obligations of the parties to it in accordance with its terms; and:

(a) the copy of each Underlying Document delivered to the Agent before the date of this Agreement is a true and complete copy; and

(b) no amendments or additions to any of the Underlying Documents have been agreed nor has any of the relevant parties waived any of their respective rights under the Contract.

10.14 No rebates etc.

Other than as disclosed to the Lenders in writing, there is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Borrower, the Builder or any third party in connection with the purchase of the Ship.

10.15 Compliance with certain undertakings

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

10.16 Taxes paid

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

10.1 ISM Code and, ISPS Code and Environmental Law compliance

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

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10.18 No money laundering

Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrower of the Loan, the performance and discharge of its obligations and liabilities under the Finance Documents to which it is a party, and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrower is a party, the Borrower confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement; and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of Directive 2005/60/EC 2015/849/EC of the European Parliament and of the Council).

10.19 Title and ownership

The Borrower asfrom the Delivery Date shall have has good title to each of the assets owned or purported to be owned by it.

10.20 No prior business

The Borrower has not traded or carried on business prior to the date of this Agreement other than the entering into each Underlying Document.

10.21 Employees and pension scheme obligations

The Borrower has no employees nor obligations in respect of any pensions scheme save for, and in relation to, the master, officers and crew of the Ship.

10.22 Submission to jurisdiction and choice of laws

Each submission to jurisdiction, and choice of law, by the Borrower contained in any Finance Document is effective.

10.23 No adverse consequences in jurisdiction of incorporation

The Lenders, nor any of them, will not be deemed to be resident, domiciled, carrying on business or subject to taxation, in the Marshall Islands by reason only of the negotiation, preparation, execution, performance, enforcement of, and/or receipt of any payment due from the Borrower under any Finance Document.

10.24 Accounting reference date

The accounting reference date for the Borrower is 31 December.

10.25 Sanctions

(a) Neither the Borrower nor any Security Party:

(i) and no director or officer or to the best of its knowledge employee, of the Borrower or a Security Party, is a Prohibited Person;

(ii) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; or

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(iii) owns or controls a Prohibited Person.

(b) No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

10.26 US Tax Obligor

Neither the Borrower nor any Security Party is a US Tax Obligor.

10.27 10.25Repetition of representations and warranties

The representations and warranties set out in this Clause 10 would be true and not misleading if repeated on the first day of each Interest Period.

11 GENERAL UNDERTAKINGS

11.1 General

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

11.2 Title; negative pledge and subordination

The Borrower will:

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

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

(c) procure that every person to whom that Borrower's other present and future unsecured liabilities (except for liabilities which are mandatorily preferred by law) are owed fully subordinates (in a manner acceptable to the Agent) its rights in respect of such liabilities to those of the Creditor Parties under the Finance Documents.

11.3 No disposal of assets.

The Borrower will not transfer, lease or otherwise dispose of:

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

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

but paragraph (a) does not apply to any charter of the Ship as to which Clause 14.13 applies.

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For the purposes of paragraph (a), "a substantial part of its assets" means at least 49 per cent. of the assets or revenue of the Borrower.

11.4 No other liabilities or obligations to be incurred

The Borrower will not incur any Financial Indebtedness, liability or obligation except:

(a) liabilities and obligations under each Underlying Document and the Finance Documents to which it is a party; and

(b) liabilities or obligations reasonably incurred in the ordinary course of operating and chartering the Ship.

11.5 Information provided to be accurate

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

11.6 Provision of financial statements

The Borrower will send or procure these are sent to the Agent:

(a) as soon as possible, but in no event later than 180 days after the end of each of their respective financial years:

(i) the annual audited unaudited accounts of the Borrower for that financial year, duly certified as to their correctness by an officer or any other authorised signatory of the Borrower; and

(ii) the annual audited combined consolidated accounts of the Corporate Guarantor for that financial year;

(b) as soon as possible, but in no event later than 90 days after the end of each six-month period of the each financial year of the Borrower, the individual semi-annual combined unaudited accounts (of the Borrower for that six-month period) of the Corporate Guarantor.; and

(c) as soon as possible, but in no event later than 90 da s after the end of each three-month period of each financial year of the Corporate Guarantor, the unaudited consolidated accounts of the Corporate Guarantor for that three-month period.

The accounts required to be provided by the Borrower or the Corporate Guarantor under this Clause 11.6 shall include, or shall be supplemented by, updated details of all off balance sheets and time charter hire commitments.

To the extent that the financial statements and other information required to be provided by the Borrower of the Corporate Guarantor to the Agent under this Clause 11.6 are published on the internet by, or on behalf of the Borrower or the Corporate Guarantor, such statements and information must be made immediately available to the Agent and in any event within 5 Business Days of such publication.

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11.7 Form of financial statements

All accounts delivered under Clause 11.6 will:

(a) be prepared in accordance with all applicable laws and generally acceptable accounting standards-GAAP consistently applied;

(b) give a true and fair view of the state of affairs of the Borrower or, as the case may be, the Group at the date of those accounts and of its or their profit for the period to which those accounts relate; and

(c) fully disclose or provide for all significant liabilities of the Borrower or, as the case may be, the Group.

11.8 Shareholder and creditor notices

The Borrower will send to the Agent, at the same time as they are despatched, copies of all communications which are despatched to the Borrower's shareholders or creditors or any class of them.

11.9 Consents and compliance with laws

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

(a) for the Borrower to perform its obligations under each Underlying Document and any Finance Document to which it is a party;

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

(c) for the Borrower to continue to own and operate the Ship and any other asset owned by it, and

(d) (without prejudice to its other obligations under the Finance Documents), for the Borrower to comply in all respects, with all laws and regulations to which it may be subject including, without limitation, all Environmental Laws and all intellectual property laws,

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

11.10 Maintenance of Security Interests

The Borrower will:

(a) at its own cost, do all that it is necessary to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

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

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admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.11 Notification of litigation

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

11.12 No amendment or termination of any Underlying Document

The Borrower will not terminate or agree to any amendment or supplement to, or waive or fail to enforce, any Underlying Document or any of its provisions.

11.13 Principal place of business

The Borrower will maintain its place of business, and keep its corporate documents and records, at the address disclosed to the Agent prior to the date of this Agreement; and the Borrower will not establish, or do anything as a result of which it would be deemed to have, a place of business in any country other than the Marshall Islands or Greece theUnited Kingdom or the United States of America.

11.14 Confirmation of no default

The Borrower will, within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by one director an officer of the Borrower and which:

(a) states that no Event of Default or Potential Event of Default has occurred; or

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

The Agent may serve requests under this Clause 11.14 from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 51 per cent. of the Loan or (if the Loan has not been made) Commitments exceeding 51 per cent of the Total Commitments; and this Clause 11.14 does not affect the Borrower's obligations under Clause 11.15.

11.15 Notification of default

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

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

(b) any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

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

11.16 Provision of further information

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

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(a) to the Borrower, the Shareholder, any other Security Party, the Group, the Ship, the Earnings or the Insurances (including, without limitation, balance sheets and details of charter-hire commitments); or

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

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

11.17 Minimum Liquidity

The Borrower shall maintain in the Earnings Account as from the Drawdown Date and at all times thereafter aggregate balances in an amount of not less than $500,000 (the "Minimum Liquidity").

11.18 Provision of copies and translation of documents

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

11.19 "Know your customer" checks

If:

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

(b) any change in the status of the Borrower or any Security Party after the date of this Agreement; or

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

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

11.20 Bank account statements

The Borrower will procure that the Agent is sent at its request all of the bank statements for the Earnings Account (with such statements to be, if available, in electronic format).

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11.21 No petition for insolvency

The Borrower will procure that none of its material creditors petition for the Borrower's insolvency nor take any related proceedings.

11.22 Separateness

The Borrower will:

(a) keep its own separate books and records;

(b) maintain its own separate accounts;

(c) not co-mingle its assets with any other person;

(d) conduct business in its own name;

(e) observe all corporate and other formalities required by its constitutional documents;

(f) prepare its own separate financial statements;

(g) pay its liabilities out of its own funds;

(h) maintain adequate capital for the business carried out or to be carried out by it;

(I) not pledge the Lenders' credit;

(j) (if applicable) use its own separate stationery, invoices and cheque books;

(k) hold itself out as a separate legal entity; and

(l) correct any known misunderstanding regarding its separate identity.

11.23 No VAT group

The Borrower shall not be a member of a VAT (value added tax) group.

11.24 Environmental compliance

The Borrower shall, and shall procure that each Security Party will:

(a) comply with all Environmental Laws;

(b) obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

11.25 Environmental claims

The Borrower shall, and shall procure that each Security Party will promptly upon becoming aware of the same, inform the Agent in writing of:

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(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

11.26 Securitisation

The Borrower shall, and shall procure that each Security Party (other than the Approved Manager) will, assist the Agent and/or any Lender in achieving a successful securitisation (or similar transaction) in respect of the Loan and the Finance Documents and the Borrower's or such Security Party's reasonable costs for providing such assistance shall be met by the relevant Lender.

12 CORPORATE UNDERTAKINGS

12.1 General

The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing (in the case of Clause 12.3(b)), such permission not to be unreasonably withheld if:

(a) the Borrower is in compliance with all its covenants under the Finance Documents;

(b) the Ship is trading under, and in accordance with, the Approved Charterparty;

(b) (c)the payment of a dividend would not result in the Minimum Liquidity falling below $1,500,000; and

(c) (d)(the payment of a dividend would not result in the Security Cover Ratio falling below 167 per cent.),

12.2 Maintenance of status

The Borrower will maintain its separate corporate existence and remain in good standing under the laws of the Marshall Islands.

12.3 Negative undertakings

The Borrower will not:

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

(b) subject to the provisions of Clause 12.1, pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital; or

(c) provide any form of credit or financial assistance to:

(i) a person, including without limitation the Corporate Guarantor, who is directly or indirectly interested in the Borrower's share or loan capital; or

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

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

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

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

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

(g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation (except in the case of a reorganisation arising in connection with a Permitted Ultimate Beneficial Ownership Change and subject to Clause 19.1(k)); or

(h) change its constitutional documents; or

(i) employ and will procure that the Ship is not employed nor suffer the Ship's employment:

(i) in breach of any embargo or sanction or prohibited order (or any similar order or directive) of: Sanctions; or

(ii) in any trade, carriage of goods or business in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on the Borrower, any Security Party or any operator of the Ship) or in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; or

(A) the United States Nations Security Council;

(B) the European Union;

(C) the United Kingdom; or

(D) the United States of America;

as they apply to their members or nationals; or

(ii) in any trade, carriage of good or business which is forbidden by, United Kingdom or United States of America law as they apply to their members or nationals, or any law applicable to the Borrower, any Approved Charterer, any operator of the Ship owned by the Borrower, or any country which the Ship may visit; or

(iii) in carrying illicit or prohibited goods; or

(iv) in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated; or

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(v) by or for the benefit of a Prohibited Person.

13 INSURANCE

13.1 General

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

13.2 Maintenance of obligatory insurances

The Borrower shall keep the Ship insured at the expense of the Borrower against:

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

(b) war risks;

(c) protection and indemnity risks (including liability for oil pollution and excess war risk P&I cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover), or other with written consent from the Security Trustee;

(d) freight, demurrage and defence risks; and

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

13.3 Terms of obligatory insurances

The Borrower shall effect such insurances:

(a) in Dollars;

(b) in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis equal to the greater of (i) 120 per cent. of the Loan and (ii) the Market Value of the Ship;

(c) in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available (currently being $1,000,000,000) under basic protection and indemnity club entry and in the international marine insurance market;

(d) in relation to protection and indemnity and freight, demurrage and defence risks in respect of the full tonnage of the Ship;

(e) on approved terms; and

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(f) through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

13.4 Further protections for the Creditor Parties

In addition to the terms set out in Clause 13.3, the Borrower shall procure that the obligatory insurances shall:

(a) name the Borrower as the named assured unless the interest of every other named assured is limited:

(i) in respect of any obligatory insurances for hull and machinery and war risks;

(A) to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B) to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii) in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it,

and every other named assured has undertaken in writing to the Security Trustee (in such form as it requires) that any deductible shall be apportioned between the Borrower and every other named assured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b) name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;

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

(d) provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and

(e) provide that the Security Trustee may make proof of loss if the Borrower fails to do so.

13.5 Renewal of obligatory insurances

The Borrower shall:

(a) at least 7 days before the expiry of any obligatory insurance:

(i) notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and

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(ii) obtain the Security Trustee's approval to the matters referred to in paragraph (i);

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

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

13.6 Copies of policies; letters of undertaking

The Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters or undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:

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

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

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

(d) they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and

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

13.7 Copies of certificates of entry

The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship is entered provides the Security Trustee with:

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

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

(c) a copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Ship.

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13.8 Deposit of original policies

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

13.9 Payment of premiums

The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Security Trustee.

13.10 Guarantees

The Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

13.11 Compliance with terms of insurances

The Borrower shall not do and shall not omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:

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

(b) it shall not make any changes relating to the classification or classification society or manager or operator of the Ship approved by the underwriters of the obligatory insurances without first obtaining the consent of the insurers;

(c) it Borrower shall make all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

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

13.12 Alteration to terms of insurances

The Borrower shall neither make nor agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.

13.13 Settlement of claims

The Borrower shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

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13.14 Provision of copies of communications

The Borrower shall provide the Security Trustee, when so required by the Security Trustee in writing, copies of all written material communications between the Borrower and:

(a) the approved brokers;

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

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

(i) the Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls;

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

(iii) a claim under any obligatory insurances of the Ship.

13.15 Provision of information

In addition, the Borrower shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) requests for the purpose of:

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

(b) effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 below or dealing with or considering any matters relating to any such insurances,

and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).

13.16 Mortgagee's interest, additional perils and political risks insurances

The Security Trustee shall be entitled from time to time to effect, maintain and renew all or any of the following insurances (including, without limitation, mortgagee's political risks insurance and mortgagee's rights insurance), on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate:

(a) a mortgagee's interest insurance in an amount equal to 120 per cent. of the Loan providing for the indemnification of the Creditor Parties for any losses under or in connection with any Finance Document which directly or indirectly result from loss of or damage to the Ship or a liability of the Ship or of the Borrower, being a loss or damage which is prima facie covered by an obligatory insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or on the basis of an allegation concerning:

(i) any act or omission on the part of the Borrower, of any operator, charterer, manager or sub-manager of the Ship or of any officer, employee or agent of the Borrower or of

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any such person, including any breach of warranty or condition or any non-disclosure relating to such obligatory insurance;

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

(iii) any other matter capable of being insured against under a mortgagee's interest marine insurance policy whether or not similar to the foregoing;

(b) a mortgagee's interest additional perils policy in an amount equal to 120 per cent. of the Loan as may be required by the Security Trustee providing for the indemnification of the Creditor Parties against, among other things, any possible losses or other consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of the Ship, the imposition of any Security Interest over the Ship and/or any other matter capable of being insured against under a mortgagee's interest additional perils policy whether or not similar to the foregoing,

and the Borrower shall upon demand fully indemnify the Creditor Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

13.17 Review of insurance requirements

The Security Trustee shall be entitled to review the requirements of this Clause 13 from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Agent (acting on the instructions of the Majority Lenders), significant and capable of affecting the Borrower, the Ship and its Insurances (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which the Borrower may be subject) and the Borrower shall upon demand fully indemnify the Agent in respect of all fees and other expenses incurred by or for the account of the Agent in appointing an independent marine insurance broker or adviser to conduct such review.

13.18 Modification of insurance requirements

The Security Trustee shall notify the Borrower of any proposed modification under Clause 13.17 to the requirements of this Clause 13 which the Security Trustee reasonably consider appropriate in the circumstances, and such modification shall take effect on and from the date it is notified in writing to the Borrower as an amendment to this Clause 13 and shall bind the Borrower accordingly.

13.19 Compliance with Security Trustee's instructions

The Security Trustee shall be entitled (without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to require the Ship to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until the Borrower implements any amendments to the terms of the obligatory insurances and any operational changes required as a result of a notice served under Clause 13.19.

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14 SHIP COVENANTS

14.1 General

The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 14 at all times during the Security Period (as from the Delivery Date and at all times thereafter) except as the Agent, with the authorisation of the Majority Lenders, may otherwise permit in writing.

14.2 Ship's name and registration

The Borrower shall keep the Ship registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of the Ship.

14.3 Repair and classification

The Borrower shall keep the Ship in a good and safe condition and state of repair:

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

(b) so as to maintain the highest class with Bureau Veritas or any other first-class classification society which is a member of IACS and acceptable to the Agent free of outstanding and overdue recommendations and conditions; and

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

14.4 Classification society undertaking

The Borrower shall instruct (by sending a letter in the form set out in Schedule 7, Part A) the classification society referred to in Clause 14.3 (and procure that the classification society undertakes with the Security Trustee by entering into an undertaking substantially in the form set out in Schedule 7, Part B):

(a) to send to the Security Trustee, following receipt of a written request from the Security Trustee, certified true copies of all original class records held by the classification society in relation to the Ship;

(b) to allow the Security Trustee (or its agents), at any time and from time to time, to inspect the original class and related records of the Borrower and the Ship either (i) electronically (through the classification society directly or by way of indirect access via the Borrower's account manager and designating the Agent as a user or administrator of the system under its account) or (ii) in person at the offices of the classification society and to take copies of them electronically or otherwise;

(c) to notify the Security Trustee immediately in writing (at:dbg@dvbbank.comTLS.TM.Amsterdam@dvbbank.comand techcom@dvbbank.com) if the classification society:

(i) receives notification from the Borrower or any other person the Ship's classification society is to be changed; or

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

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

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

(ii) if the Borrower is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Security Trustee in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the classification society.

14.5 Modification

The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on the Ship which would or might materially alter the structure, type or performance characteristics of the Ship or materially reduce its value.

14.6 Removal of parts

The Borrower shall not remove any material part of the Ship, or any item of equipment installed on, the Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on the Ship the property of the Borrower and subject to the security constituted by the Mortgage Provided that the Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship.

14.7 Surveys

The Borrower shall submit the Ship regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey report.

14.8 Inspection

The Borrower shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ship (with the cost of such inspections being for the account of the Borrower) during the Security Period without interfering with the operation of the Ship (to the effect that such operation is not adversely affected as a result of the inspections) to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections provided no Event of Default has occurred the Borrower shall not have to pay for more than one inspection per calendar year.

14.9 Prevention of and release from arrest

The Borrower shall promptly discharge:

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

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

(c) all other outgoings whatsoever in respect of the Ship, the Earnings or the Insurances,

and, forthwith upon receiving notice of the arrest of the Ship, or of its detention in exercise or purported exercise of any lien or claim, the Borrower shall procure its release by providing bail or otherwise as the circumstances may require.

14.10 Compliance with laws etc.

The Borrower shall:

(a) comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and all other laws or regulations relating to the Ship, its ownership, operation and management or to the business of the Borrower and maintain, or procure, as the case may be, maintenance of, all necessary certificates under the ISM Code, the ISPS Code and all Environmental Laws;

(b) not employ the Ship nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code and,the ISPS Code, all Environmental Laws and all Sanctions; and

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

14.11 Provision of information

The Borrower shall promptly provide the Security Trustee with any information which it requests regarding:

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

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

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

(d) any towages and salvages; and

(e) the Borrower's, the Approved Manager's or the Ship's compliance with the ISM Code and the ISPS Code,

and, upon the Security Trustee's request, provide copies of any current charter relating to the Ship, of any current charter guarantee and copies of the Borrower's or the Approved Manager's Document of Compliance.

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14.12 Notification of certain events

The Borrower shall promptly notify the Security Trustee by fax, confirmed forthwith, by letter of:

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

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

(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with;

(d) any arrest or detention of the Ship, any exercise or purported exercise of any lien on the Ship or the Earnings or any requisition of the Ship for hire;

(e) any intended dry docking of the Ship;

(f) any Environmental Claim made against the Borrower or in connection with the Ship, or any Environmental Incident;

(g) any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, the Approved Manager or otherwise in connection with the Ship; or

(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

and the Borrower shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of the Borrower's, the Approved Manager's or any other person's response to any of those events or matters.

14.13 Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a) let the Ship on demise charter for any period;

(b) enter into any time or consecutive voyage charter in respect of the Ship (other than the Approved Charterparty) for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months;

(c) enter into any charter in relation to the Ship under which more than 2 months' hire (or the equivalent) is payable in advance;

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

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

(f) de-activate or lay up the Ship; or

(g) put the Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency)

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unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or the Earnings for the cost of such work or for any other reason.

14.14 Notice of Mortgage

The Borrower shall keep the Mortgage registered against the Ship as a valid first priority or, as the case may be, preferred mortgage, carry on board the Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of the Ship a framed printed notice stating that the Ship is mortgaged by the Borrower to the Security Trustee.

14.15 Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings of the Ship, except for customary profit sharing provisions usually included in charterparties at the time the Ship is fixed.

14.16 ISPS Code

The Borrower shall comply with the ISPS Code and in particular, without limitation, shall:

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

(b) maintain for the Ship an ISSC; and

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

14.17 Charterparty Assignment

If the Borrower enters into any Charterparty (other than in the case of an Approved Charterparty the assignment of which is contemplated pursuant to the Charterparty Assignment relative thereto and to be delivered pursuant to paragraph 1 of Part B, Schedule 3), (subject to the Agent's approval pursuant to Clause 14.13(b)), it shall, on the date of entry into such Charterparty, execute in favour of the Security Trustee a Charterparty Assignment (other than the Charterparty Assignment in respect of the Approved Charterparty, the assignment of which shall be contemplated in the Charterparty Assignment to be provided in accordance with paragraph 1, Part B Schedule 3)and shall:

(a) serve notice of the Charterparty Assignment on the charterer and:

(i) if the relevant charterer is a member of the Group or an affiliate thereof, procure; or

(ii) ofif the relevant charterer is not a member of the Group or an affiliate thereof, shall use its best efforts to procure,

that the charterer acknowledges such notice in such form as the Agent may approve or require; and

(b) deliver to the Agent such other documents equivalent to those referred to at paragraphs 3, 4, 5 and 9 of Schedule 3, Part A as the Agent may require.

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14.18 Prohibited Person

The Ship is not nor will be beneficially owned directly or indirectly by a Prohibited Person, no Prohibited Person has any interest of any nature whatsoever in any obligor, and no property subject to any security interest constituted by a finance document has been derived from any unlawful activity.

14.19 Nuclear/Waste Material

The Borrower shall not permit under any circumstances that the Ship carries any nuclear/waste material.

15 SECURITY COVER

15.1 Minimum required security cover

Clause 15.2 applies if the Agent notifies the Borrower that:

(a) the Market Value of the Ship; plus

(b) the net realisable value of any additional security previously provided under this Clause 15,

is below the Relevant Percentage.

In this Clause 15.1, the "Relevant Percentage" means:

(i) during the period commencing on the Drawdown Date and ending on the second anniversary thereof, 125 per cent.; and

(ii) at all times thereafter, 135 per cent..

15.2 Provision of additional security; prepayment

If the Agent serves a notice on the Borrower under Clause 15.1, the Borrower shall prepay such part (at least) of the Loan as will eliminate the shortfall on or before the date falling 30 days after the date on which the Agent's notice is served under Clause 15.1 (the "Prepayment Date") unless at least 1 Business Day before the Prepayment Date it has provided, or ensured that a third party has provided, additional security which, in the opinion of the Majority Lenders, has a net realisable value at least equal to the shortfall and which has been documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require.

15.3 Valuation of Ship

The market value of the Ship at any date is that shown by taking the arithmetic means of two valuations, each prepared:

(a) as at a date not more than 14 days previously;

(b) by Maritime Strategies International Ltd. (or such other Approved Broker which the Agent has appointed for the purpose) and, if so requested in writing by the Borrower, an additional valuation by an Approved Broker selected by the Borrower;

(c) with or without physical inspection of the Ship (as the Agent may require);

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

(e) after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale,

Provided that if, following a written request by the Borrower pursuant to Clause 15.3(b), the higher of the two valuations is more than 110 per cent. of the lower of the two valuations, then the Borrower may select and the Agent shall appoint a third Approved Broker to provide a valuation of the Ship in accordance with this Clause 15.3 and the Market Value of the Ship shall be the arithmetic average of all three such valuations.

15.4 Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3.

15.5 Valuations binding

Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrower, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest.

15.6 Provision of information

The Borrower shall promptly provide the Agent and any Approved Broker or expert acting under Clause 15.3 or 15.4 with any information which the Agent or the Approved Broker or expert may request for the purposes of the valuation; and, if the Borrower fails to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Broker or the Majority Lenders (or the expert appointed by them) consider prudent.

15.7 Frequency of valuations

The Borrower acknowledges and agrees that the Agent may commission valuation(s) of the Ship at such times as the Agent at its absolute discretion shall deem necessary and, in any event, not less than once during each 6-month period of the Security Period starting from the 6-month period commencing on the date falling 6-month after the date of this Agreement.

15.8 Payment of valuation expenses

Without prejudice to the generality of the Borrower's obligations under Clauses 20.2, 20.3 and 21.3, the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause Provided that unless an Event of Default has occurred, the Borrower shall only be obliged to pay the fees and expenses for one set of valuations of the Ship carried out in each 6-month period pursuant to Clause 15.3.

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15.9 Application of prepayment

Clause 8 shall apply in relation to any prepayment pursuant to Clause 15.2.

16 PAYMENTS AND CALCULATIONS

16.1 Currency and method of payments

All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

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

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

(c) in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to the account of the Agent with HSBC Bank New York (Account no. 000129879 ref FP3043261), or to such other account with such other bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and

(d) in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.

16.2 Payment on non-Business Day

If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:

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

(b) if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day,

and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

16.3 Basis for calculation of periodic payments

All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

16.4 Distribution of payments to Creditor Parties

Subject to Clauses 16.5, 16.6 and 16.7:

(a) any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as that Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and

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(b) amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.

16.5 Permitted deductions by Agent

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on demand.

16.6 Agent only obliged to pay when monies received

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender until the Agent has satisfied itself that it has received that sum.

16.7 Refund to Agent of monies not received

If and to the extent that the Agent makes available a sum to the Borrower or a Lender, without first having received that sum, the Borrower or (as the case may be) the Lender concerned shall, on demand:

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

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

16.8 Agent may assume receipt

Clause 16.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

16.9 Creditor Party accounts

Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

16.10 Agent's memorandum account

The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

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16.11 Accounts prima facie evidence

If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by the Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.

17 APPLICATION OF RECEIPTS

17.1 Normal order of application

Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:

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

(i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document);

(ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents but shall have failed to pay or deliver to the Creditor Parties at the time of application or distribution under this Clause 17; and

(iii) thirdly, in or towards satisfaction of the Loan;

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

(c) THIRDLY: any surplus shall be paid to the Borrower.

17.2 Variation of order of application

The Agent may, with the authorisation of the Majority Lenders, by notice to the Borrower, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.

17.3 Notice of variation of order of application

The Agent may give notices under Clause 17.1 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.

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17.4 Appropriation rights overridden

This Clause 17 and any notice which the Agent gives under Clause 17.1 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.

18 APPLICATION OF EARNINGS

18.1 Payment of Earnings

The Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General Assignment), all the Earnings are paid to the Earnings Account.

18.2 Location of accounts

The Borrower shall promptly:

(a) comply with any requirement of the Agent or, as the case may be, the Account Bank as to the location or re-location of the Earnings Account; and

(b) execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.

18.3 Debits for expenses etc.

The Agent shall be entitled (but not obliged) from time to time to instruct the Account Bank to debit the Earnings Accounts Account without prior notice in order to discharge any amount due and payable under Clause 20 or 21 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 20 or 21.

19 EVENTS OF DEFAULT

19.1 Events of Default

An Event of Default occurs if:

(a) The Borrower or any Security Party (other than the Approved Manager) fails to pay when due any sum payable under a Finance Document or under any document relating to a Finance Document; or

(b) any breach occurs of Clause 9.2, 11.2, 11.3, 11.17, 12.2, 12.3, 13.2, 13.3, 13.5 or 15.2 or clause 11.18 of the Corporate Guarantee; or

(c) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) which, in the opinion of the Majority Lenders, is capable of remedy, and such default continues unremedied 10 days after written notice from the Agent requesting action to remedy the same; or

(d) (subject to any applicable grace period specified in the Finance Document) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach falling within paragraphs (a), (b) or (c)); or

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(e) any representation, warranty or statement made or repeated by, or by an officer of, the Borrower or a Security Party in a Finance Document or in the Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading when it is made or repeated; or

(f) any of the following occurs in relation to any Financial Indebtedness of the Borrower or the Shareholder any member of the Group:

(i) any Financial Indebtedness of the Borrower or the Shareholder any member of the Group is not paid when due; or

(ii) any Financial Indebtednes of the Borrower or the Shareholder any member of the Group becomes due and payable prior to its stated maturity date as a consequence of any event of default; or

(iii) a lease, hire purchase agreement or charter creating any Financial Indebtedness of the Borrower or the Shareholder any member of the Group is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or

(iv) any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of the Borrower or the Shareholder any member of the Group ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or

(v) any Security Interest securing any Financial Indebtedness of the Borrower or the Shareholder-any member of the Group becomes enforceable; or,

Provided that no Event of Default will occur under this paragraph (f) of Clause 19.1 in respect of the Group taken as a whole other than the Borrower if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within sub-paragraphs (i) to (v) above in respect of the Group taken as a whole (other than the Borrower) is less than $10,000,000 (or its equivalent in any other currency); or

(g) any of the following occurs in relation to a Relevant Person or the Charterer or Charterparty Performance Guarantor (provided that, following the occurrence of any of the following events with reference to the Charterer, the Borrower will have a grace period of thirty (30) days to replace the Approved Charterparty with another Charterparty acceptable to the Majority Lenders):

(i) a Relevant Person or the Charterer becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or

(ii) any assets of a Relevant Person or the Charterer are subject to any form of execution, attachment, arrest, sequestration or distress (or any analogous process in any jurisdiction) (other than an arrest or sequestration of the Ship in which case paragraph (b) of Clause 8.8 shall apply) (having, in the case of the Corporate Guarantor, an aggregate value in excess of $500,000 (or its equivalent in any other currency)) and is not discharged within 14 days; or

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(iii) any administrative or other receiver is appointed over any asset of a Relevant Person or the Charterer; or

(iv) an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person or the Charterer; or

(v) any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person or the Charterer is insolvent or likely to become insolvent is made by a Relevant Person or the Charterer or by the directors of a Relevant Person or the Charterer or, in any proceedings, by a lawyer acting for a Relevant Personor the Charterer; or

(vi) a provisional liquidator is appointed in respect of a Relevant Person or the Charterer,a winding up order is made in relation to a Relevant Person or the Charterer or a winding up resolution is passed by a Relevant Person or the Charterer; or

(vii) a resolution is passed, an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by (aa) a Relevant Person or the Charterer, (bb) the members or directors of a Relevant Person or the Charterer, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person or the Charterer, or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view to the winding up of that or another Relevant Person or the Charterer or the appointment of a provisional liquidator or administrator in respect of that or another Relevant Person or the Charterer, or that or another Relevant Person or the Charterer ceasing or suspending business operations or payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person or the Charterer other than the Borrower, the Shareholder or the Corporate Guarantor which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or

(viii) an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Relevant Person or the Charterer (other than a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person or the Charterer) for the winding up of a Relevant Person or the Charterer or the appointment of a provisional liquidator or administrator in respect of a Relevant Person or the Charterer in any Pertinent Jurisdiction, unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed or withdrawn within 30 days of being made or presented, or (bb) within 30 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both cases (aa) or (bb)) the Relevant Person or the Charterer will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or

(ix) a Relevant Person or the Chartereror its directors take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view to obtaining, in relation to that or another Relevant Person or the Charterer, any form of

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moratorium, suspension or deferral of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or

(x) any meeting of the members or directors, or of any committee of the board or senior management, of a Relevant Person or the charterer is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the members, directors or such a committee resolve or agree that such an action or step should be taken or should be taken if certain conditions materialise or fail to materialise; or

(xi) in a Pertinent Jurisdiction other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the opinion of the Majority Lenders is similar to any of the foregoing; or

(h) the Borrower or any Security Party ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement or any other Finance Document; or

(i) it becomes unlawful in any Pertinent Jurisdiction or impossible:

(i) for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document;

(ii) for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or

(j) any consent necessary to enable the Borrower to own, operate or charter the Ship or to enable the Borrower or any Security Party to comply with any provision which the Majority Lenders consider material of a Finance Document or the Contract is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or

(k) it appears to the Majority Lenders that, without their prior consent a change has occurred or probably has occurred after the date of this Agreement in the ultimate beneficial ownership of any of the shares in the Security Parties or in the ultimate control of the voting rights attaching to any of those shares; or

(k) it appears to the Lenders that, without their prior written consent, the Borrower or the Shareholder is not or ceases to be a 100 per cent. directly or indirectly owned subsidiary of the Corporate Guarantor, unless, in connection with a Permitted Ultimate Beneficial Ownership Change, the Ultimate Beneficial Owner becomes the ultimate, direct or indirect, legal and beneficial holder of 100 per cent. of the issued share capital of the Borrower, subject to:

(i) the Ultimate Beneficial Owner giving at least 30 days' prior written notice to the Agent of its intention to make a Permitted Ultimate Beneficial Ownership Change, including full details of the entity wholly beneficially owned by the Ultimate Beneficial Owner which would become the new legal and direct owner of all the issued share capital of

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the Borrower in place of the Shareholder pursuant to the Permitted Ultimate Beneficial Ownership Change (the "New Shareholder");

(ii) the Agent (acting on the instructions of all the Lenders in their sole discretion) giving its written consent to such Permitted Ultimate Beneficial Ownership Change and approving the New Shareholder;

(iii) the Ultimate Beneficial Owner becoming the ultimate beneficial owner, and the New Shareholder becoming the legal and direct owner, of all of the issued share capital of the Borrower simultaneously;

(iv) the New Shareholder providing security over the share capital of the Borrower in favour of the Security Trustee in form and substance in all respects satisfactory to the Agent (acting on the instructions of all the Lenders in their sole discretion) on the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(v) the Borrower and the Security Parties executing and delivering to the Agent by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected, an agreement or deed in form and substance in all respects satisfactory to the Agent (acting on the instructions of all the Lenders in their sole discretion) amending supplementing and or restating this Agreement and the other Finance Documents for the purpose of implementing any amendments which the Creditor Parties may deed necessary in connection with the Permitted Ultimate Beneficial Ownership Change and this paragraph (k) of Clause 19.1;

(l) it appears to the Lenders that, without their prior written consent:

(i) the Ultimate Beneficial Owner ceases to be the direct or indirect beneficial owner of at least 50.1 per cent. of the issued and outstanding common stock (and the ultimate voting rights attaching to such stock) of the Corporate Guarantor or ceases to control directly or indirectly the Corporate Guarantor.

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

(A) cast, or control the casting of, more than 50.1 per cent. of the maximum number of votes that might be cast at a general meeting of the Corporate Guarantor; or

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of the Corporate Guarantor; or

(C) give directions with respect to the operating and financial policies of the Corporate Guarantor with which the directors or other equivalent officers of the Corporate Guarantor are obliged to comply; or

(ii) the Ultimate Beneficial Owner ceases to be the chairman of the board of directors and/or the chief executive officer of the Corporate Guarantor; or

(iii) the shares of the Corporate Guarantor cease to be listed on the Nasdaq Stock Market or another stock exchange acceptable to the Lenders; or

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(m) (l)any provision which the Majority Lenders consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or

(n) (m)the security constituted by a Finance Document is in any way imperilled or in jeopardy;

(o) (n)any Charterparty is terminated or rescinded prior to its contractual termination date or for any reason ceases to remain in full force and effect prior to its contractual termination date and is not replaced within thirty (30) days with a Charterparty acceptable to the Majority Lenders; or

(p) (o)any other event occurs or any other circumstances arise or develop including, without limitation:

(i) a change in the financial position, state of affairs or prospects of any Relevant Person or any member of the Group; or

(ii) the Approved Flag State in which the Ship is registered is affected by instability (as determined by the Agent in its absolute discretion) and the Borrower fails to promptly re-flag the Ship on a different Approved Flag; or

(iii) any accident or any Environmental Incident or other event involving the Ship or another vessel owned, chartered or operated by a Relevant Person, a Security Party or a member of the Group; or

(iv) a material adverse global economic or political development in connection with any Relevant Person, a Security Party or a member of the Group; or

(v) a material adverse development in the international money and capital markets,

in the light of which:

(A) the Arranger considers that there is or will be a significant risk to the syndication of the Loan; or

(B) the Majority Lenders consider that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which each is a party as they fall due.

19.2 Actions following an Event of Default

On, or at any time after, the occurrence of an Event of Default:

(a) the Agent may, and if so instructed by the Majority Lenders, the Agent shall:

(i) serve on the Borrower a notice stating that all or part of the Commitments and of the other obligations of each Lender to the Borrower under this Agreement are cancelled; and/or

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(ii) serve on the Borrower a notice stating that all or part of the Loan together with accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or

(iii) take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or

(b) the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent, the Arranger and/or the Lenders are entitled to take under any Finance Document or any applicable law.

19.3 Termination of Commitments

On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall be cancelled.

19.4 Acceleration of Loan

On the service of a notice under Clause 19.2(a)(ii), all or, as the case may be, the part of the Loan specified in the notice together with accrued interest and all other amounts accrued or owing from the Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.

19.5 Multiple notices; action without notice

The Agent may serve notices under Clauses 19.2(a)(i) and (ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.

19.6 Notification of Creditor Parties and Security Parties

The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2; but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.

19.7 Lenders' rights unimpaired

Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1.

19.8 Exclusion of Creditor Party liability

No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:

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(a) for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

(b) as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset,

except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.

19.9 Relevant Persons

In this Clause 19, a "Relevant Person" means the Borrower, the Shareholderand ,the Corporate Guarantor and any other Security Party (other than the Approved Manager).

19.10 Interpretation

In Clause 19.1(f), references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(g), "petition" includes an application.

20 FEES AND EXPENSES

20.1 Upfront and commitment fees

The Borrower shall pay has paid to the Agent:

(a) a non-refundable upfront fee of $350,000 on or before the date of this Agreement; and

(b) a commitment fee at the rate of 1.35 per cent. per annum on the undrawn amount of the Total Commitments, during the period from (and including) the date of this Agreement up to the earlier of (i) the Drawdown Date and (ii) the last day of the Availability Period (or such later date as the Lenders, in their sole and absolute discretion, shall agree), such commitment fee to be payable quarterly in arrears during such period and on the last day thereof.

20.2 Costs of negotiation, preparation etc.

The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document (including, but not limited to, any costs incurred by the Agent in connection with the insurance opinion to be provided to it in accordance with paragraph 13 of Part B, Schedule 3).

20.3 Costs of variations, amendments, enforcement etc.

The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned, the amount of all expenses incurred by a Creditor Party in connection with:

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(a) any amendment or supplement to a Finance Document, or any proposal for such an amendment to be made;

(b) any consent or waiver by the Lenders, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;

(c) the valuation of any security provided or offered under Clause 15 or any other matter relating to such security; or

(d) where the Security Trustee, in its absolute opinion, considers that there has been a material change to the insurances in respect of the Ship, the review of the insurances of the Ship pursuant to Clause 13.17;

(e) any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.

There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.

20.4 Documentary taxes

The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.

20.5 Certification of amounts

A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

21 INDEMNITIES

21.1 Indemnities regarding borrowing and repayment of Loan

The Borrower shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:

(a) the Loan not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;

(b) the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;

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(c) any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7);

(d) any fax or email communication purporting to originate from the Borrower or any other Security Party and sent to the Lenders being made or delivered fraudulently or without due authorisation (together with VAT on any losses so incurred); and

(e) the occurrence of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19,

and in respect of any tax (other than tax on its overall net income or a FATCA Deduction) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.

21.2 Breakage costs

Without limiting its generality, Clause 21.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a Lender:

(a) in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and

(b) in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure arising under this Agreement or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the liabilities, expenses or losses (including losses of prospective profits) incurred by it in terminating, or otherwise in connection with, a number of transactions of which this Agreement is one.

21.3 Miscellaneous indemnities

The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:

(a) any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee, the Arranger or any other Creditor Party or by any receiver appointed under a Finance Document; and

(b) any other Pertinent Matter,

other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by the dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.

Without prejudice to its generality, this Clause 21.3 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Codeor, any Environmental Law or any Sanctions.

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21.4 Currency indemnity

If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:

(a) making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or

(b) obtaining an order or judgment from any court or other tribunal; or

(c) enforcing any such order or judgment,

the Borrower shall indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.

In this Clause 21.4, the "available rate of exchange" means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

This Clause 21.4 creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.

21.5 Certification of amounts

A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

21.6 Sums deemed due to a Lender

For the purposes of this Clause 21, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.

22 NO SET-OFF OR TAX DEDUCTION

22.1 No deductions

All amounts due from the Borrower under a Finance Document shall be paid:

(a) without any form of set-off, cross-claim or condition; and

(b) free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.

22.2 Grossing-up for taxes

If the Borrower is required by law to make a tax deduction from any payment:

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(a) the Borrower shall notify the Agent as soon as it becomes aware of the requirement;

(b) the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and

(c) the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.

22.3 Evidence of payment of taxes

Within 1 month after making any tax deduction, the Borrower concerned shall deliver to the Agent documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.

22.4 Exclusion of tax on overall net income

In this Clause 22 "tax deduction" means any deduction or withholding for or on account of any present or future tax except tax on a Creditor Party's overall net income or a FATCA Deduction.

22.5 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Part that Part shall not that other Part reasonably promptly.

(c) Paragraph (a) above shall not oblige any Creditor Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

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(d) If a Part fails to confirm whether or not it is a FATCA Exempt Part or to supply forms documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If the Borrower is a US Tax Obligor. or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 Business Days of the date of a request from the Agent supply to the Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide an withholding certificate withholding statement document authorisation or waiver it receives from a gender pursuant to paragraph (e) above to the Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent. The Agent shall provide an such updated withholding certificate withholding statement, document, authorisation or waiver to the Borrower.

(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e). (f) or (g) above.

22.6 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction and no Part shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is an change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Creditor Parties.

23 ILLEGALITY, ETC.

23.1 Illegality

This Clause 23 applies if a Lender (the "Notifying Lender") notifies the Agent that it has become, or will with effect from a specified date, become:

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(a) unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(b) contrary to, or inconsistent with, any regulation,

for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.

23.2 Notification of illegality

The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 which the Agent receives from the Notifying Lender.

23.3 Prepayment; termination of Commitment

On the Agent notifying the Borrower under Clause 23.2, the Notifying Lender's Commitment shall terminate; and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23.1 as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender's Contribution in accordance with Clause 8.

23.4 Mitigation

If circumstances arise which would result in a notification under Clause 23.1 then, without in any way limiting the rights of the Notifying Lender under Clause 23.3, the Notifying Lender shall use reasonable endeavours to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:

(a) have an adverse effect on its business, operations or financial condition; or

(b) involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or

(c) involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.

24 INCREASED COSTS

24.1 Increased costs

This Clause 24 applies if a Lender (the "Notifying Lender") notifies the Agent that the Notifying Lender considers that as a result of:

(a) the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender's overall net income); or

(b) complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital resources

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to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement; or

(c)the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004, in the form existing on the date of this Agreement (the "Basel II Accord") or any other law or regulation which implements the Basel II Accord or any of the approaches provided for and allowed to be used by banks under or in connection with the Basel II Accord as well as "the international framework for liquidity risk measurement, standards and monitoring" and (i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated, (ii) the rules for global systemically important banks contained in “Global systemically important banks; assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in December 2011, as amended, supplemented or restated and (iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III” (“Basel III Accord”) or any other law or regulation implementing the Basel III Accord or any of the approaches provided for and allowed to be used by banks under or in connection with the Basel III Accord, and in each case as from time to time implemented by any Creditor Party (whether such implementation, application or compliance is by a government, regulator, supervising authority, the Notifying Lender or its holding company) but only to the extent that Creditor Party determines it did and/or would have incurred the same level of increased cost as at the date of this Agreement and by reference to the facts and circumstances prevailing at that time,

the Notifying Lender (or a parent company of it) has incurred or will incur an "increased cost".

24.2 Meaning of "increased costs"

In this Clause 24, "increased costs" means, in relation to a Notifying Lender:

(a) an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or having taken an assignment of rights under this Agreement, of funding or maintaining its Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums;

(b) a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital;

(c) an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender's Contribution or (as the case may require) the proportion of that cost attributable to the Contribution; or

(d) a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement,

but not an item attributable to a change in the rate of tax on the overall net income of the Notifying Lender (or a parent company of it) or an item covered by the indemnity for tax in Clause 21.1 or by Clause 22 or a FATCA Deduction.

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For the purposes of this Clause 24.2 the Notifying Lender may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.

24.3 Notification to the Borrower of claim for increased costs

The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 24.1.

24.4 Payment of increased costs

The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

24.5 Notice of prepayment

If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4, the Borrower may give the Agent not less than 14 days' notice of its intention to prepay the Notifying Lender's Contribution at the end of an Interest Period.

24.6 Prepayment; termination of Commitment

A notice under Clause 24.5 shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower's notice of intended prepayment; and:

(a) on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and

(b) on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the Margin.

24.7 Application of prepayment

Clause 8 shall apply in relation to the prepayment.

25 SET-OFF

25.1 Application of credit balances

Each Creditor Party may without prior notice:

(a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and

(b) for that purpose:

(i) break, or alter the maturity of, all or any part of a deposit of the Borrower;

(ii) convert or translate all or any part of a deposit or other credit balance into Dollars; and

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(iii) enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.

25.2 Existing rights unaffected

No Creditor Party shall be obliged to exercise any of its rights under Clause 25.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).

25.3 Sums deemed due to a Lender

For the purposes of this Clause 25, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.

25.4 No Security Interest

This Clause 25 gives the Creditor Parties a contractual right of set-off only, and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.

26 TRANSFERS AND CHANGES IN LENDING OFFICES

26.1 Transfer by the Borrower

The Borrower may not transfer any of its rights, liabilities or obligations under any Finance Document.

26.2 Transfer by a Lender

Subject to Clause 26.4, a Lender (the “Transferor Lender”) may at any time, with the consent of the Borrower or any Security Party (such consent not to be unreasonably withheld), cause:

(a) its rights in respect of all or part of its Contribution; or

(b) its obligations in respect of all or part of its Commitment; or

(c) a combination of (a) and (b),

to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution or a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a "Transferee Lender") by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender.

However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Agreement.

Any transfer made by a Transferor Lender pursuant to this Clause 26.2 shall require the prior consent of the Borrower (such consent not to be unreasonably withheld or delayed and the

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Borrower shall be deemed to have given its consent five Business Days after the Transferor Lender has requested it unless consent is expressly refused by the Borrower within that time), unless the transfer is:

(i) to another Lender or an affiliate of a Lender;

(ii) if the Transferee Lender is a fund, to a fund which is a Related Fund; or

(iii) made after the occurrence of an Event of Default.

26.3 Transfer Certificate, delivery and notification

As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):

(a) sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee and each of the other Lenders;

(b) on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it; and

(c) send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above,

but the Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to that Transferee Lender.

26.4 Effective Date of Transfer Certificate

A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, Provided that it is signed by the Agent under Clause 26.3 on or before that date.

26.5 No transfer without Transfer Certificate

Except as provided in Clause 26.17, no assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.

26.6 Lender re-organisation; waiver of Transfer Certificate

However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in a successor, the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.

26.7 Effect of Transfer Certificate

A Transfer Certificate takes effect in accordance with English law as follows:

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(a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;

(b) the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;

(c) the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;

(d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;

(e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;

(f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and

(g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.

The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

26.8 Maintenance of register of Lenders

During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 26.4) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days' prior notice.

26.9 Reliance on register of Lenders

The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and

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the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.

26.10 Authorisation of Agent to sign Transfer Certificates

The Borrower, the Security Trustee and each Lender irrevocably authorise the Agent to sign Transfer Certificates on its behalf.

26.11 Registration fee

In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $2,500 from the Transferor Lender or (at the Agent's option) the Transferee Lender.

26.12 Sub-participation; securitisation; subrogation assignment

(a) A Lender may sub-participate or include in a securitisation or similar transaction all or any part of its rights and/or obligations under or in connection with the Finance Documents with the consent of the Borrower, any Security Party, the Agent or the Security Trustee or any other Creditor Party (such consent not to be unreasonably withheld); and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.

(b) The Borrower shall, and shall procure that each Security Party shall, do everything desirable or necessary to assist a Lender to achieve a successful (in the opinion of that Lender) securitisation (or similar transaction) Provided only that the Borrower's third party costs are met by the relevant Lender.

(c) The Borrower's consent referred to in paragraph (a) above shall not be:

(i) unreasonably withheld or delayed (and the Borrower shall be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Borrower within that time); and

(ii) required if the sub-participation, securitisation or similar transaction is made in any of the circumstances described in sub-paragraphs (i), (ii) and (iii) of Clause 26.2.

26.13 Disclosure of information

In relation to any information which a Lender has received in relation to the Borrower, any Security Party or their affairs under or in connection with any Finance Document, that Lender may disclose any such information without the prior irrevocable authorisation of or notice to the Borrower or any Security Party to:

(a) a potential transferee lender, sub-participant, affiliate, any other assignee or transferee or any other person who may propose entering into a contractual relation with that Lender in relation to this Agreement, including, without limitation, pursuant to Clause 26.12(a); and/or

(b) any direct or indirect subsidiary, any direct or indirect parent company (including, for the avoidance of doubt in the case of the DVB Group, DZ Bank A.G.), any affiliate or any other company in its group; and/or

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(c) any authorities (including, without limitation, any private, public or internationally recognised authorities) or any party to any Finance Document or any professional adviser to that Lender; and/or

(d) a rating agency or their professional advisors; and/or

(e) any other person regarding the funding, refinancing, transfer, assignment, sale, sub-participation, operational arrangement or other transaction in relation thereto including without limitation any enforcement, preservation, assignment, transfer, sale or sub-participation of that Lender's rights and obligations,

and including, without limitation, (x) for purposes in connection with (1) any enforcement or (2) assignment or transfer of that Lender's rights or obligations under any Finance Document or (y) to the extent desirable or necessary in connection with or in contemplation of a securitisation (or similar transaction).

26.14 Change of lending office

A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:

(a) the date on which the Agent receives the notice; and

(b) the date, if any, specified in the notice as the date on which the change will come into effect.

26.15 Notification

On receiving such a notice, the Agent shall notify the Borrower and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.

26.16 Replacement of Reference Bank

If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 then, unless the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank's appointment shall cease to be effective.

26.17 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 26, each Lender may without consulting with or obtaining consent from the Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

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(b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security Interest shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for that Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

27 VARIATIONS AND WAIVERS

27.1 Variations, waivers etc. by Majority Lenders

Subject to Clause 27.2, a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.

27.2 Variations, waivers etc. requiring agreement of all Lenders

However, as regards the following, Clause 27.1 applies as if the words "by the Agent on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every Lender":

(a) a reduction in the Margin;

(b) a postponement to the date for, or a reduction in the amount of, any payment of principal, interest, fees or other sum payable under this Agreement;

(c) an increase in any Lender's Commitment;

(d) a change to the definition of "Majority Lenders";

(e) a change to Clause 3 or this Clause 27;

(f) any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; and

(g) any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.

27.3 Exclusion of other or implied variations

Except for a document which satisfies the requirements of Clauses 27.1 and 27.2 no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being

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taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:

(a) a provision of this Agreement or another Finance Document; or

(b) an Event of Default; or

(c) a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or

(d) any right or remedy conferred by any Finance Document or by the general law,

and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.

28 NOTICES

28.1 General

Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.

28.2 Addresses for communications

A notice by letter or fax shall be sent:

(a)	to theBorrower:	c/o TMS Dry Ltd. Athens ShipmanagementLicenced Shipping Office 11 FrangokklissiasFragkokklisias Street 15125, Maroussi 151 25 Attiki, Greece
		Fax No.: +30 210 34416558090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos
(b)	(a)to a Lender:	At the address below its name in Schedule 1 or (as the case may require) in the relevant Transfer Certificate.
(c)	(b)to the Agent and Security Trustee:	DVB Bank SE Platz der Republik 6 D-60325 Frankfurt Am-Main, GermanyGermany
		Fax No: +44 207 256 4352 E-mail: Tls.London@dvbbank.com

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and
	in copy:
	Attn.: Shipping Transaction Manager DVB Bank SE WTC Schiphol Tower F 6th Floor,
	Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Email: TLS.TM.Amsterdam@dvbbank.com Tel: +31 88 399 7955 Fax: +31 88 399 8159
	And
	DVB Bank SE, Athens Branch Moraitini Street & 1, Palea Leof. Posidonos Delta 17561 Paleo Faliro Greece Fax: +30 210 455 7420 Email: dbg@dvbbank.comD-Shipping-Athens@dvbbank.com
	For Rate Fixing notices only:
	TLS - Loan Administration DVB Bank SE Park House, 16-18 Finsbury Circus
	London EC2M 7EB United Kingdom Tel: +44 207 2564 350 Fax: +44 207 2564 352 Email: TLS.LA.london@dvbbank.com

or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders and the Security Parties.

28.3 Effective date of notices

Subject to Clauses 28.4 and 28.5:

(a) a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered;

(b) a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.

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28.4 Service outside business hours

However, if under Clause 28.3 a notice would be deemed to be served:

(a) on a day which is not a business day in the place of receipt; or

(b) on such a business day, but after 5 p.m. local time,

the notice shall (subject to Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.

28.5 Illegible notices

Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

28.6 Valid notices

A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a) the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

28.7 Electronic communication

Any communication to be made between the Agent and a Lender or the Agent and the Borrower under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender or the Borrower:

(a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(c) notify each other of any change to their respective addresses or any other such information supplied to them.

Any electronic communication made between the Agent and a Lender or the Borrower will be effective only when actually received in readable form and, in the case of any electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.

28.8 English language

Any notice under or in connection with a Finance Document shall be in English.

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28.9 Meaning of "notice"

In this Clause 28, "notice" includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

29 SUPPLEMENTAL

29.1 Rights cumulative, non-exclusive

The rights and remedies which the Finance Documents give to each Creditor Party are:

(a) cumulative;

(b) may be exercised as often as appears expedient; and

(c) shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.

29.2 Severability of provisions

If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.

29.3 Counterparts

A Finance Document may be executed in any number of counterparts.

29.4 Third Party rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

30 LAW AND JURISDICTION

30.1 English law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

30.2 Exclusive English jurisdiction

Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

30.3 Choice of forum for the exclusive benefit of Creditor Parties

Clause 30.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the rights:

(a) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

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The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.

30.4 Process agent

The Borrower irrevocably appoints Ince Process Agents Ltd. at its registered office for the time being, presently at International HouseAldgate Tower, 1 St. Katharine'sWay2 Leman Street, London E1W 1UNE18QN, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

30.5 Creditor Party rights unaffected

Nothing in this Clause 30 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

30.6 Meaning of "proceedings" and "Dispute"

In this Clause 30, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement.

31 BAIL-IN

31.1 Contractual recognition of bail-in

Notwithstanding any other term of an Finance Document or another agreement arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all or part of an such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability: and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

THIS AGREEMENT has been entered into and amended and restated on the datedates stated at the beginning of this Agreement.

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SCHEDULE 1

LENDERS AND COMMITMENTS

Lender	Lending Office	Commitment(US Dollars)
DVB BANK SE	Platz der Republik 6D-60325 Frankfurt Am-MainGermany	30,000,000(all of which has been drawndown on the Drawdown Date)

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SCHEDULE 2

DRAWDOWN NOTICE

To: DVB Bank SEPlatz der Republik 6D-60325 Frankfurt Am-MainGermany

Attention: [Loans Administration][•]

DRAWDOWN NOTICE

1 We refer to the loan agreement (the "Loan Agreement") dated [•] 2013 and made between ourselves, as Borrower, the Lenders referred to therein as lenders, and yourselves as Agent, Arranger and Security Trustee in connection with a term loan facility of up to US$30,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.

2 We request to borrow as follows:

(a) Amount: US$[•];

(b) Drawdown Date: [•];

(c) Duration of the first Interest Period shall be [•] months; and

(d) Payment instructions-: account in our name and numbered [•] with [•] of [•].

3 We represent and warrant that:

(a) the representations and warranties in Clause 10 of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing; and

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

4 This notice cannot be revoked without the prior consent of the Majority Lenders.

[Name of Signatory]

for and on behalf of

RIGHTMOVE OWNERS INC.

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SCHEDULE 3

CONDITION PRECEDENT DOCUMENTS

PART A

The following are the documents referred to in Clause 9.1(a).

1 A duly executed original of this Agreement and of each Finance Document (and of each document required to be delivered by each Finance Document) other than those referred to in Part B.

2 Copies of the certificate of incorporation and constitutional documents of the Borrower and each Security Party and any other evidence regarding the Borrowers' and/or the Corporate Guarantor's shareholding structure and capital (including, without limitation, any shareholders' agreement and share certificate).

3 Copies of resolutions of the shareholders and directors of the Borrower and each Security Party authorising the execution of each of the Finance Documents to which each is a party and, in the case of the Borrower, authorising named officers to give the Drawdown Notice and other notices under this Agreement.

4 The original of any power of attorney under which any Finance Document is executed on behalf of the Borrower or any Security Party.

5 Copies of all consents which the Borrower or any Security Party requires to enter into, or make any payment under, any Finance Document.

6 A copy of each Underlying Document and of all documents signed or issued by the parties thereto (or both of them) under or in connection with them.

7 A duly completed DVB Form of Administration signed by the Borrower.

8 Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by each party to each Underlying Document and of all documents to be executed by that party under that Underlying Document.

9 Original favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands, Liberia and such other relevant jurisdictions as the Agent may require.

10 Such documents and other evidence in such form as is requested by the Agent in order for the Lenders to comply with all necessary "know your customer" or "client acceptance" or other similar identification procedures (including, but not limited to, specimen signatures of all the directors and other officers of the Borrowers and each Security Party) in relation to the transactions contemplated in the Finance Documents.

11 Documentary evidence that the agent for service of process named in Clause 30 has accepted its appointment.

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

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PART B

The following are the documents referred to in Clause 9.1(b).

1 A duly executed original of the Mortgage, the General Assignment and any Charterparty Assignment in respect of the Approved Charterparty (and of each document to be delivered pursuant to each of them).

2 At least:

(a) 15 days prior to the Drawdown Date, details of the brokers and/or insurers or underwriters with whom the obligatory insurances are to be placed; and

(b) 15 days prior to the Drawdown Date, details of the class and classification society with whom the Ship is to be entered.

3 Documentary evidence that:

(a) the Ship has been unconditionally delivered by the Builder to, and accepted by, the Borrower under the Contract, and the Contract Price (in addition to the part to be financed by the Loan) has been duly paid (together with a copy of each of the documents delivered by the Builder to the Borrower under the Contract (including, but not limited to, the Builder's certificate, the bill of sale, the commercial invoice and the protocol of delivery and acceptance));

(b) the Ship is definitively and permanently or as the case may be, provisionally registered in the name of the Borrower under an Approved Flag;

(c) the Ship is in the absolute and unencumbered ownership of the Borrower save as contemplated by the Finance Documents;

(d) the Ship maintains the highest available class with a first class classification society which is a member of IACS as the Agent may approve free of all recommendations and conditions of such classification society;

(e) the Mortgage has been duly registered against the Ship as a valid first preferred or, as the case may be, priority ship mortgage in accordance with the laws of an Approved Flag State; and

(f) the Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.

4 Documents establishing that the Ship will, as from the Drawdown Date, be managed by the Approved Manager on terms acceptable to the Agent, together with:

(a) Letters of undertaking executed by the Approved Manager in favour of the Security Trustee in the terms required by the Security Trustee agreeing certain matters in relation to the commercial or, as the case may be, technical management of the Ship and subordinating the rights of the Approved Manager against the Ship and the Borrower to the rights of the Lenders under the Finance Documents; and

(b) copies of the Approved Manager's Document of Compliance, any interim class certificates (if applicable) and of the Ship's Safety Management Certificate and ISSC (together with any other details of the applicable safety management system which the Agent requires) and the IAPPC

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or evidence satisfactory to the Agent that the Borrower and the Approved Manager have applied to the relevant authorities for the issuance of such Certificates.

5 Evidence satisfactory to the Agent that the Borrower has opened and maintains the Earnings Account with the Account Bank.

6 A valuation of the Ship, addressed to the Agent, stated to be for the purposes of this Agreement and dated not earlier than 14 before, but not more than 30 days prior to the Drawdown Date, from an Approved Broker and otherwise prepared in accordance with Clause 15.3.

7 Evidence satisfactory to the Agent of the lightweight displacement tonnage of the Ship together with a copy of the Ship's stability booklet.

8 Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands, the Approved Flag State, the People's Republic of China and such other relevant jurisdictions as the Agent may require.

9 If requested by the Agent, a survey report addressed to the Agent stated to be for the purposes of this Agreement and dated not earlier than 30 days before the Delivery Date from an independent marine surveyor selected by the Agent in respect of the physical condition of the Ship.

10 A duly executed original of the classification society undertaking in the form set out in Schedule 7, Part B.

11 A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the Relevant Ship as the Lenders may require.

Each of the documents specified in paragraphs 2, 3, 5 and 7 of Part A and every other copy document delivered under this Schedule shall be certified as a true and up to date copy by a director or the secretary (orequivalent an officer) of the Borrower.

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SCHEDULE 4

TRANSFER CERTIFICATE

The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.

To: DVB Bank SE for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee and each Lender, as defined in the Loan Agreement referred to below.

[•]

1 This Certificate relates to a Loan Agreement (the "Loan Agreement") dated [•] 2013 and made between (1) Rightmove Owners Inc. (the "Borrower"), (2) the banks and financial institutions named therein, (3) DVB Bank SE as Agent, (4) DVB Bank SE as Security Trustee and (5) DVB Bank SE as Arranger for a loan facility of up to US$30,000,000.

2 In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings when used in this Certificate and:

"Relevant Parties" means the Agent, the Borrower, each Security Party, the Security Trustee and each Lender;

"Transferor" means [full name] of [lending office]; and

"Transferee" means [full name] of [lending office].

3 The effective date of this Certificate is [•], Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.

4 The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Agreement and every other Finance Document in relation to [•] per cent. of its Contribution, which percentage represents $[•].

5 By virtue of this Transfer Certificate and Clause 26 of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amounts to $[•] [from [•] per cent. of its Commitment, which percentage represents $[•]] and the Transferee acquires a Commitment of $[•].

6 The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents which Clause 26 of the Loan Agreement provides will become binding on it upon this Certificate taking effect.

7 The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 26 of the Loan Agreement.

8 The Transferor:

(a) warrants to the Transferee and each Relevant Party that:

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(i) the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are required in connection with this transaction; and

(ii) this Certificate is valid and binding as regards the Transferor;

(b) warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and

(c) undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.

9 The Transferee:

(a) confirms that it has received a copy of the Loan Agreement and each of the other Finance Documents;

(b) agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Arranger, the Security Trustee or any Lender in the event that:

(i) any of the Finance Documents prove to be invalid or ineffective;

(ii) the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents; and

(iii) it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or any Security Party under any of the Finance Documents;

(c) agrees that it will have no rights of recourse on any ground against the Agent, the Arranger, the Security Trustee or any Lender in the event that this Certificate proves to be invalid or ineffective;

(d) warrants to the Transferor and each Relevant Party that:

(i) it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and

(ii) this Certificate is valid and binding as regards the Transferee; and

(e) confirms the accuracy of the administrative details set out below regarding the Transferee.

10 The Transferor and the Transferee each undertake with the Agent, the Arranger and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee and/or the Arranger in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's, the Arranger's or the Security Trustee's own officers or employees.

91

11 The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 9 as exceeds one-half of the amount demanded by the Agent, the Arranger or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent, the Arranger or the Security Trustee for the full amount demanded by it.

[Name of Transferor]	[Name of Transferee]
By:	By:
Date:	Date:

Agent

Signed for itself and for and on behalf of itself

as Agent and for every other Relevant Party

DVB BANK SE

By:

Date:

Administrative Details of Transferee

Name of Transferee:

Lending Office:

Contact Person

(Loan Administration Department):

Telephone:

Fax:

Contact Person

(Credit Administration Department):

Telephone:

Fax:

Account for payments:

Note:     This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

92

SCHEDULE 5

LIST OF APPROVED BROKERS

Maritime Strategies International Ltd.

Arrow Valuations Ltd United Kingdom

H Clarkson & Co Ltd United Kingdom

Fearnleys AS Norway

Golden Destiny S.A.

SSY Valuation Services Ltd.

RS Platou Shipbrokers A/S

Braemer Shipbrokers Limited

Vesselvalue Approved Broker

Lorentzen & Stemoco

Howe Robinson

93

SCHEDULE 6

DVB FORM OF ADMINISTRATION

To: DVB Bank SEPlatz der Republik 6D-60325 Frankfurt Am-MainGermanyAttn:   Loans Administration

[date]

Dear Sirs

Term loan facility of up to $30,000,000 (the "Financing") made available to RIGHTMOVE OWNERS INC. (the "Company")

We refer to the loan agreement (the "Loan Agreement") dated [•] 2013 and made between (i) ourselves as borrower (ii) the banks and financial institutions listed in Schedule 1 therein as lenders, (iii) yourselves as Agent, Arranger and Security Trustee in connection with a term loan facility of up to $30,000,000. Terms and expressions not otherwise defined herein shall have the same meaning as defined in the Loan Agreement.

We hereby appoint the following persons to act as our point of contact with regards to any issue arising in connection with the administration of the Loan Agreement or any other documents related to the Financing:

1 [name, title, address, phone, fax, mobile, email];

2 [name, title, address, phone, fax, mobile, email]; and

3 [name, title, address, phone, fax, mobile, email].

No persons other than the directors of the Company and the persons listed above (together, the "Authorised Persons") are hereby authorised to request any information from you regarding the Loan Agreement or any other matter related to the Financing or the Company or communicate with you in any way regarding the forgoing in and under any circumstances.

For the avoidance of doubt, the following are the Directors of the Company:

1 4[name, title, address, phone, fax, mobile, email];

2 5[name, title, address, phone, fax, mobile, email]; and

3 6[name, title, address, phone, fax, mobile, email].

This list of authorised persons may only be amended, modified or varied in writing by an Authorised Person with copy to the other Authorised Persons.

We agree to indemnify you and hold you harmless in relation to any information you provide to any Authorised Person.

94

This letter shall be governed by, and construed in accordance with, English law.

Yours sincerely

____________________________RIGHTMOVE OWNERS INC.

95

SCHEDULE 7SCHEDULE 7

PART A

LETTER OF INSTRUCTION TO CLASSIFICATION SOCIETY

To: [Insert name of classification society]

Date:

Dear Sirs

Name of ship: m.v. “[•]HUAHINE" (the "Ship")

Flag: [•]

Name of Owner: RIGHTMOVE OWNERS INC. (the "Owner")

Name of mortgagee: DVB Bank SE (the "Mortgagee")

We refer to the Ship, which is registered in the ownership of the Owner, and which has been entered in and classed by [insert name of classification society] (the "Classification Society").

The Mortgagee has agreed to provide financing to the Owner upon condition that, among other things, the Owner issues to the Mortgagee this letter of instruction to the Classification Society in the form presented by the Mortgagee.

The Owner and the Mortgagee irrevocably and unconditionally instruct and authorise the Classification Society (notwithstanding any previous instructions whatsoever which the Owner may have given to the Classification Society to the contrary) as follows:

1 to send to the Mortgagee, following receipt of a written request from the Mortgagee, certified true copies of all original certificates of class and other class records held by the Classification Society in relation to the Ship;

2 to allow the Mortgagee (or its agents), at any time and from time to time, to inspect the original class and related records of the Owner and the Ship at the offices of the Classification Society and to take copies of them and, to the extent possible, to grant the Mortgagee electronic access to such records;

3 to notify the Mortgagee immediately by email to dbg@dvbbank.comTLS.TM.Amsterdam@dvbbank.com and techcom@dvbbank@dvbbank.com if the Classification Society:

(a) receives notification from the Owner or any other person that the Ship's classification society is to be changed;

(b) imposes a condition of class or issues a class recommendation in respect of the Ship;

(c) becomes aware of any facts or matters which may result or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Ship's class under the rules or terms and conditions of the Owner's or the Ship's membership of the Classification Society;

4 following receipt of a written request from the Mortgagee:

96

(a) to confirm that the Owner is not in default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification Society; or

(b) if the Owner is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Mortgagee in reasonable detail the facts and circumstances of such default, the consequences thereof, and any remedy period agreed or allowed by the Classification Society.

Notwithstanding the above instructions given for the benefit of the Mortgagee, the Owner shall continue to be responsible to the Classification Society for the performance and discharge of all its obligations and liabilities relating to or arising out of or in connection with the contract it has with the Classification Society, and nothing in this letter should be construed as imposing any obligation or liability on the Mortgagee to the Classification Society in respect thereof. The instructions and authorisations which are contained in this notice shall remain in full force and effect until the Owner and the Mortgagee together give you notice in writing revoking them.

The Owner undertakes to reimburse the Classification Society in full for any costs or expenses it may incur in complying with the instructions and authorisations referred to in this letter.

This letter and any non-contractual obligations arising from or connected with it are governed by English law.

____________________For and on behalf of[•]

____________________For and on behalf ofDVB BANK SE

97

PART BPART B
LETTER OF UNDERTAKING FROM THE CLASSIFICATION SOCIETY

To: [•] and DVB Bank SE

Dated:

Dear Sirs

Name of ship: m.v. “[•]HUAHINE" (the "Ship")

Flag: [ ]

Name of Owner: RIGHTMOVE OWNERS INC. (the "Owner")

Name of mortgagee: DVB Bank SE (the "Mortgagee")

We [name of classification society], hereby acknowledge receipt of a letter (a copy of which is attached hereto) dated [•] sent to us by the Owner and the Mortgagee (together the "Instructing Parties") regarding the Ship.

In consideration of the payment of US$[10] by the Instructing Parties and the agreement by the Mortgagee

to approve the selection of [name of classification society] (the receipt and adequacy of which is hereby acknowledged), we undertake to comply with the instructions of the Instructing Parties contained in such letter.

This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law.

Yours faithfully

For and on behalf of

[name of classification society]

98

SCHEDULE 8
TIMETABLES

LIBOR is fixed	Quotation Date as of 11:00 am London time
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 5.6	Noon on the Quotation Date

99

EXECUTION PAGESPAGE

THE BORROWER
Signed by	)
	)
	)
for and on behalf of	)
RIGHTMOVE OWNERS INC.	)
in the presence of:	)

THE LENDERS
Signed by	)
	)
	)
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)

THE AGENT
Signed by	)
	)
	)
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)

THE SECURITY TRUSTEE
Signed by	)
	)
	)
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)

THE ARRANGER
Signed by	)
	)
	)
for and on behalf of	)
DVB BANK SE	)
in the presence of:	)

100

EX-4.40

Exhibit 4.40

Time Charter

GOVERNMENT FORM

Approved by the New York Produce Exchange

November 6th, 1913-Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946

This Charter Party, made and concluded in Athens 20th day of June 2018 Between Rightmove Owners Inc, Marshall IslandsOwners of the good Malta Flag Steamship/Motorship M.V. "HUAHINE" – See Clause 29 for specification of of                         tons gross register, and ……………………. tons net register, having engines of                         indicated hours power and with hull, machinery and equipment in a thoroughly efficient state, and classed………………………………………………….. at……………………. of about …………………… cubic feet bale capacity, and about ……………………. tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship's deadweight capacity, allowing a minimum of fifty tons) on a draft of … feet ………. inches on ……….. Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about ………………………………….. tons of fuel, and capable of steaming, fully laden, under good weather conditions about …knots on a consumption of about ………………………. tons of best Welsh coal best grade fuel oil best grade Diesel oil now under construction ……………………….

and TMS Dry Ltd. Charterers of the Marshall Islands.

Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about an open ended period exact period in Charterer's Option, Owners have option to convert t/c to 12 months fixed rate t/c by giving Charterers 90 days notice, trading always via safe anchorage(s), safe berth(s), safe port(s), always afloat and always within Institute Warranty Limits, with lawful harmless bulk cargoes which to be loaded, stowed, carried, discharged in accordance with IMO recommendations and/or any other local/national regulations  and always in conformity with Vessel's class certificate requirements.

within below mentioned trading limits.

Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party.Acceptance of delivery shall not constitute a waiver of Owners' obligations under this Charter.

Vessel to be placed at the disposal of the Charterers, at on dropping last outward sea pilot ex dry dock Shanhaiguan, Zhoushan in Owners' Option at any time, day or night, Sunday and Holidays included in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No.6), as the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No.5.  Vessel on her delivery to be ready to receive cargo with clean-swept, holds and tight, staunch, strong and in every way fitted for the service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers, excluding as per Rider Clauses…………………………………………. (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America …………….....………. and/or Europe and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31^st and May 15^th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic

Trading Exclusions – As per Rider Clauses ……………………………………………………………………………………………………………………………………………… ………………………………………………………………………………………………………………………………………………

as the Charterers or their Agents shall direct, on the following conditions:

1.That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew, see Rider Clause; shall pay for the insurance of the vessel, also for the all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull and holds, machinery and equipment for and during the service.

2.That the Charterers whilst the vessel is on hire shall provide and pay for all the fuel except as otherwise agreed, Port Charges canal tolls, Pilotages, Agencies, Commissions, Garbage Removal, Consular Charges (except those pertaining to the Crew and vessel's flag), and all other usual expenses except those before stated, but when the vessels puts into a port for causes for which vessel is responsible, then all such charges incurred shall be paid by the Owners.  Charterers to pay only for reasonably required tugboat assistance in port approaches, but always as it is customary for this type/size of the vessel regarding weather/tide conditions and place/port in question.  Fumigations ordered because of illness of the crew to be for Owners account.  Fumigations because of cargoes carried or ports visited while vessel employed under this charter to be for Charterers' account.  All other fumigations to be for Charterers' account after vessel has been on charter for a continuous period of six months or more.

Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage, and shifting boards already aboard vessel.  Charterers to have the privilege of using shifting board for dunnage, they making good any damage thereto.

3.That the Charterers, at the port of delivery, and the Owners at the port of re-delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than ……………..tons and not more ………………. tons and to be re-delivered with not less than……………… tons and not more than……………tons.

4.That the Charterers shall pay for the use and hire of the said Vessel at the rate of see Clause 44.

No payment of Bunkers on delivery/redelivery.

…………………………… United States Currency per ton on vessel's total deadweight carrying capacity, including bunkers and stores, on …………………… summer freeboard, per Calendar Month, commencing on and from the day of her delivery, as aforesaid, and at and after the same rate for any part of a daymonth; hire to continue until the hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port passing Muscat outbound/ South Japan range including People's Republic of China/South Korea//Philippine Islands/Taiwan or  Charterers' Option Skaw/Passero range including United Kingdom Continent, port in Charterers' Option, at anytime day or night Sundays and holidays included……………………….. unless otherwise mutually agreed.  Charterers are to give Owners not less than ……………………..days notice of vessels expected date of re-delivery, and probable port.

5.Payment of said hire to be made in New York in cash in United States Currency, semi-monthly every 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the hire, or bank guarantee, or on any breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers.  Time to count from 7 a.m. on the working day following that on which written notice of readiness has been give to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.

Cash for vessel's ordinary disbursements at any port may be advanced as required by the Captain, by the Charterers or their Agents, subject to 2½% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances and in case Owners outlays are disputed, Owners are to settle disputed items with agents involved directly.

6.That the cargo or cargoes be laden and/or discharged in any dock or at any wharf or place that Charterers or their agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessel to safely lie aground.

7.That whole reach of the Vessel's Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers' disposal, reserving only proper and sufficient space for Ship's officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners.......... per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequence of the carriage of passengers, Charterers are to bear such risk and expense.

8.That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary  assistance with ship's crew and boats, The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards vessel's employment and agency; and Charterers are to load, stow, and trim, tally and discharge the cargo at their expense under the supervision of the Captain, who is to sign Bills of Lading, for cargo as presented, in conformity with Mate's or Tally Clerk's receipts without prejudice to this Charter Party.

9.That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.

10.That the Charterers shall have permission to appoint a Supercargo, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch. He is to be furnished with free accommodation, and same fare as provided for Captain's table, Charterers paying at the rate of U.S. $10.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore's Foreman, etc., Charterers paying as per Rider Clauses. at the current rate per meal, for all such victualling.

11.That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing and/or, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily Logs, showing the course of the vessel and distance run and the consumption of fuel.

12.That the Capital shall use diligence in caring for the care and the ventilation of the cargo. The Vessel's holds are naturally ventilated only.

13.That the Charterers shall have the option of continuing this charter for a further period of ………………………………………………………………………………………………………… on giving written notice thereof to the Owners of their Agents….. days previous to the expiration of the first named term, or any declared option.

14.That if required by Charterers, time not to commence before the 22nd June 2018 at 00:01 hrs and should vessel not have given written notice of readiness been delivered on or before the 30th June 2018 24:00 hrs,but not later than 2400 hours  4 p.m.Charterers or their Agents to have the option of canceling this Charter at any time not later than the day of vessel's readiness. See also Clause 82.

15.That in the event of the loss of time from default and/or deficiency of men or stores, fire, breakdown or damages to hull, machinery or equipment, grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost until the Vessel has returned to the

same or equivalent position, and if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra expenses shall be deducted from the hire.

16.That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted. The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessel in distress, and to deviate for the purpose of saving life and property.

17.That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial shipping men. Said  three persons to be shipping men who are members of the London Maritime Arbitrators' Association. Notwithstanding anything contained in the Arbitration Clause to the contrary should neither the claim nor the counter-claim exceed US$ 100,000 (one hundred thousand United States dollars), exclusive of interest on the sum claimed, costs of the arbitration and legal fees, if any, it is hereby agreed the dispute is to be governed by the London Maritime Arbitrators Association Small Claims Procedure 2002.

18.That the Owners shall have a lien upon all cargoes, and all sub-freights, sub-hires for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.

19.That all derelicts and salvage shall be for Owners' and Charterers' equal benefit after deducting Owners' and Charterers' expenses and Crew's proportion. General Average shall be adjusted, stated and settled, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules 1992 1994 and any amendments thereto. 1924, at such port or place in the United States as may be selected  by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of London, New York.  In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods.  Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the  place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money. Hire not to contribute to General Average.

In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers.

Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.

20.Fuel used by the vessel while off hire, also for cooking condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.

21.That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

In case of unforeseen circumstances it is Owners' privilege to dry dock and/or repair the vessel at any time during the currency of the Charter Party.

22.Owners shall maintain the gear of the ship if fitted, providing gear (for all derricks) capable of handling lifts up to three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with cranes derricks capable of handing heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers' account. Owners also to provide on the vessel lanterns and oil for night work. and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers' expense. The Charterers to have to the use of any gear on board the vessel.

23.Vessel to work night and day, if required by Charterers, and winches to be at Charterers' disposal during loading and discharging: steamer to provide one winchman per hatch to work winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship's articles. If the rules of the port, or labour unions, prevent crew from driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or winches, or insufficient power to operate winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time occasioned, thereby.

24.It is also mutually agreed that this Charter is subject all the terms and provisions of an all the exemptions from liability contained in the Act of Congress of the United States approved on the 13^th day of February, 1893, and entitled "An Act relating to Navigation of Vessels; etc., "in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the following clause, both of which are to be included in all bills of lading issued hereunder:

U.S.A. Clause Paramount

This bill of loading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any terms of this bill of lading be repugnant to said Act any extent, such terms shall be void to that extent, but no further.

Both to Blame Collision Clause

If the Ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the good carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.

25.The vessel shall not be required to force ice or follow ice breakers or enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging. See Clause 35.

26.Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, insurance, crew, and all other matters, same as when trading for their own account.

27.A commission of 1,25per cent is payable by the Vessel and Owners to TMS DRY LTD.

……………………………………………………………………………………………………………………………………………

on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.

28.An address commission of  3,75 per cent payable to the Charterers on the hire earned and paid under this Charter.

Clause 29 to 121 both inclusive, as attached hereto, are deemed to be fully incorporated in this Charter Party.

THE OWNERS	THE CHARTERERS
/s/ Dr. Adriano Cefai	/s/Tony Skoulaxenos
Dr. Adriano Cefai Director Mare Services Ltd. 5/1 Merchants Street Valletta 1171	Tony Skoulaxenos TMS DRY LTD.

ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

Clause 29 - Vessel’s Description:

MV ‘HUAHINE’ - ALL DETAILS 'ABOUT'

GEARLESS BULK CARRIER - MALTA FLAG

BLT 2013

CLASS BV

SUMMER DWT 206.046 MT AT 18,490M SW

WINTER DWT 200.581 MT AT 18.105M SW

TROPICAL DWT 211.516 MT AT 18,875M SW

TPC FULL LOAD ABT 142 MT - FWA 0,416 M

LOA/LBP/BEAM/DEPTH: 299.92/294.0/50.00/24,90M

INTERNATIONAL GRT/NRT 106.847/68.557

STRENGTHENED FOR HEAVY BULK CARGOES WITH HOLDS 2-4-6-8 MAY BE EMPTY

9 HO/HA

HOLD GRAIN CAP BSS 100 PCT ABT 224.546.6 CBM

1) 15.68X19.60M, 2-8) 15.68X23.20M, 9) 15,68X21,40M

HOLDWISE CAP CBM:

1) 20111.3 - 2) 26149.5 - 3) 25953 - 4) 25953.3 - 5) 25936.1 - 6) 26776.5 - 7) 26793.7 - 8) 25527.1 - 9) 21346 - ALL ABT

SIDE ROLLING HATCH COVERS

HADIMS: 1+9: 16.32X19.20M, 2-8: 16:32X23.40M

SPEED AND CONS AT SEA ALW UNDER GOOD WEATHER CONDITIONS, I.E. WINDS UPTO BEAUFORT SCALE FORCE 4 (MAX 16 KN) AND TOTAL COMBINED (SEA AND SWELL) SIGNIFICANT WAVE HEIGHT UPTO DOUGLAS SEA STATE 3 (0.5-l.25M) WITH NO ADVERSE CURRENTS OR NEGATIVE INFLUENCE OF SWELL. FAVOURABLE CURRENTS ARE NOT TO BE TAKEN INTO ACCOUNT.

SERVICE SPEED/CONS:

BALLAST: ABT 15KN AT ABT 55MT HSFO + ABT 0,2 MT MGO

LADEN: ABT 13.5KN AT ABT 54MT HSFO + ABT 0,2 MT MGO

DURING IDLE PERIODS AT ANCHORAGE OR AT PORTS:

ABT 4,5 MT HSFO/DAY PLUS ABT 0,2 MT MGO/ DAY

DURING LOADING/ DISCHARGING OPERATIONS:

ABT 6MT HSFO/DAY PLUS ABT 0,2MT MGO/DAY

ECO/SPEED CONS:

BALLAST: ABT 13KN AT ABT 41MT HSFO + ABT 0,2 MT MGO

LADEN: ABT 12KN AT ABT 41MT HSFO + ABT 0,2 MT MGO

ULTRA ECO SPEED/CONS GIVEN ‘WITHOUT GTEE’, FOR REFERENCE ONLY, WHILE STEAMING AT ULTRA ECO SPEED WEATHER ROUTE ANALYSIS NOT TO APPLY:

BALLAST: ABT 11KN AT ABT 32MT HSFO + ABT 0,2 MT MGO

LADEN: ABT 10KN AT ABT 32MT HSFO + ABT 0,2 MT MGO

QUALITY OF BUNKERS TO BE IN ACCORDANCE WITH ISO 8217:2010 RMG 380 FOR HEAVY FUEL OIL AND DMA FOR MGO.

CHARTERERS TO COMPLY WITH FUEL OIL/MGO SULPHUR CONTENTS WHEN VESSELS ENTERING AND TRADING IN SECA (SULPHUR EMMISSION CONTROL AREAS)

INCLUDING CHINA AS PER LATEST AMENDMENTS

VSL TO HAVE LIBERTY TO USE ANY OVERPERFORMANCE AT ANY TIME DURING THE CURRENCY OF THIS

CP TO OFFSET ANY UNDRPERFORMANCE AND/OR STOPPAGES. VESSEL TO HAVE LIBERTY OF USING

MGO AT START/STOP/SWITCH GENERATOR ENGINE AT SEA, WHEN ENTERING/LEAVING PORT,

MANEUVERING IN SHALLOW/NARROW WATERS, CANALS, RIVERS AND AT OTHER LIMITED OCCASIONS.

S/Y SHANGHAI JIANGNAN CHANGXING SHIPBUILDING CO LTD SHANGHAI CHINA (SWS)

ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

FUEL OIL CAP: 6,070.6 CBM

DIESEL OIL CAP : 457,3 CBM

BALLAST CAP: 63.676.3 CBM EXCL CHOLD NR 6 - 90,452.8 CBM INCL CHOLD NR 6 (HEAVY BALLAST)

PORT BALLAST HOLDS H2: 23,383.1 - H4: 23,174.2- H8: 22,748.1 AT MAX HEIGHT

VESSEL'S CONTACT DETS:

FBB500 Tel 870773169066

FBB500 Fx 870783252711

FBB250 Tel 870773169064

huahine@gtships.com

Clause 30 - Ocean Routes

Charterers have the right to use weather routing service for monitoring vessel’s route and performance. Charterers to nominate the weather routing service but Owners to appoint them on Charterers’ request. Cost to be shared between Charterers and Owners. In case of discrepancy between the weather routing service data and Master’s deck logs then the weather reports of national shore weather stations to apply as to the weather and admiralty ocean pilot charts to apply as to the current factor. WNI always excluded.

Clause 31 - Diesel Oil in Port

The vessel is to have the liberty of using diesel oil when entering and leaving port and for manoeuvring in shallow narrow waters, provided such usage is determined to be essential for the safe manoeuvring of the vessel, always at the discretion of the Master.

Clause 32 - Communication equipment

The vessel shall, as a minimum, be equipped with wireless telegraph and VHF telephone to comply with International regulations and to allow vessel to communicate with land stations. Master, Senior Officers and Radio Officer to be fully conversant with the English language.

Clause 33 - Re-measurement

Charterers have the option to re-measure vessel's deadweight, subject to Owners’ classification society approval, at Charterers’ time and expense. Charterers to restore original deadweight before redelivery at their time and expense.

Clause 34 - Permitted Cargoes

Sole cargoes allowed: Coal, Iron Ore, Iron Ore Concentrates, Iron Ore Pellets, Iron Ore Fines, Manganese Ore, always excluding: DRI / DRIP/ HBI / Petcoke / Sponge Iron / Pig Iron.

In case of loading /discharging at Canadian port(s) then only homogeneous loading to take place (i.e. no alternate holds loading, no block stowage) always in accordance with Vessel’s class approved loading manual.

Clause 35 - Trading Exclusion

Iceland, Sweden, Finland, Norway, Denmark, East Coast Canada between 15th December / 25th April, Jorf Lasfar, ‘Bulkwayuu’ in Maracaibo, Libya including Gulf of Sidra / Sirte, Lebanon, Syria, Israel, former Yugoslavia but Croatia and Slovenia allowed, Albania, Turkish occupied Cyprus, Azov sea, Gulf of Aqaba, Ethiopia, Iran, Iraq, Somalia, Eritrea, Angola including Cabinda, Namibia, CIS Pacific, Liberia, Nigeria, Sierra Leone, Cambodia, North Korea, Haiti, Cuba, Yemen, Sudan, Sri Lanka, Georgia including Abkhazia,

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

Hokaido, Orinoco River, Amazon River, Nicaragua, Democratic Republic of Congo (formerly Zaire), Murmansk, Alaska, any war risks and/or war like areas and zones, and any countries to which U.S.A./ U.N. sanctions from time to time are imposed. 

No direct trading between Peoples’ Republic of China / Taiwan.

Furthermore, subject to change by the war risks underwriters, excluded are also Indian Ocean / Arabian Sea/ Gulf of Aden/ Gulf of Oman/ Southern Red Sea, the waters enclosed by the following boundaries:

-On the north-west, by the Red Sea, south of latitude 15n

-On the west of the Gulf of Oman by longitude 58e

-On the east, longitude 78e

-And on the south, latitude 12s

Except coastal waters of adjoining territories up to 12 nautical miles Offshore.

Owners will transit and trade the west coast of India within the 12nm Zone but will allow vessel to navigate outside of the 12nm zone at the following areas which are subject to additional premium for Charterers’ account:

A)Gulf of Khambhat - Malacca banks

B)Oil field area off Mumbai (restricted area)

C)Gulf of Kachchh & Delta of Indus, and

D)Sonmiani Bay Pakistan

Ship is not allowed to approach within 50 nautical miles of the north coast of Somalia, or within 100 nautical miles of the Socotra Archipelago, or within 200 nautical miles of the east coast of Somalia.

Ice free ports/trading. Vessel not to force ice nor to be ordered to follow ice-breaker(s).

Clause 36 - Deleted

Clause 37 - Delivery/Redelivery Range and notices Itinerary

Charterers undertake to inform the Owners, during the period of Charter, as regards to the itinerary of the vessel and the names and full styles of their Agents at ports of call whenever so required by the Owners.

The Owners shall provide the Charterers with 3/2/1 day definite notice of the estimated time of delivery.

The Charterers shall provide the Owners with a minimum of 30/20/15 days redelivery notice including country of redelivery and further 10 days approximate notice and 5/3/2/1 day definite notice of the estimated time of redelivery.

Clause 38 - Deleted

Clause 39 - Joint Survey

A joint on-hire bunker/condition survey to be conducted at delivery port in Owners time if survey is not available at delivery port then it will be conducted at first loading port in Owners’ time unless vessel is rendering service to Charterers. Expenses to be shared equally between Charterers and Owners. A joint off-hire survey for the purpose of determining the condition of the Vessel, her equipment and quantities of bunkers on board shall be held at last discharging port in Charterers’ time. The expenses of such survey shall be shared equally between Owners and Charterers.

Clause 40 - Holds’ Condition and Cleaning

All holds on arrival at Charterers 1st load port to be clean swept and dried up in every respect to load Charterers intended cargo and to pass relevant surveyors/authorities inspection. If holds fail to pass such

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

inspection, vessel to be put off hire until reinspection passed. It is however understood and agreed that should holds partially failed such inspection and loading operations take place in those holds passed then, in case there is loss of time for Charterers, the Vessel will be placed off-hire pro rata to the number of holds rejected only.

In lieu of hold cleaning on redelivery: USD 6,500.- lump sum excluding removal of dunnage / debris / etc which Charterers confirm will remove from the ship prior redelivery.

For intermediate holds cleaning between legs, crew shall clean cargo compartments in preparation for the next cargo if Charterers so require. Such cleaning work shall be done in the same efficient manner as if the Vessel was trading for Owners’ account. Charterers shall pay Owners USD 750.- per hold cleaned prior to the next loading. The Vessel shall remain on-hire during cleaning and Owners not to be responsible if the Vessel fails to pass any inspection after cleaning.

Clause 41 - Bunkers

Bunkers’ quantities and prices to be advised.

Bunkers on redelivery to be same quantities as actually delivery.

No payment of bunkers on delivery/redelivery.

Owners to have the right to bunker the vessel prior redelivery under this charter provided same does not interfere with Charterers’ operations.

During service Charterers always to arrange bunkering to take place inside port limits or at a safe usual bunker anchorage and Charterers never to attempt to place bunkers in the vessel outside port limits or in high seas.

Clause 42 - Owners’ Expenses

Owners also to provide and pay for all other expenses of Officers and crew including immigration fees and also all consular fees necessitated because of vessel’s flag or nationality of Owners and lubricating oils. Vessel is to have on board all certificates necessary to comply with requirements at ports of call and canals for and during the service, failing which Owners are to be responsible for all time whilst

Vessel is unable to perform the services immediately required and for substantiated expenses directly incurred thereby. Charterers are to pay for compulsory, customary and port pilots.

Clause 43 - Insurance/P and I cover

43.1 Owners warrant that throughout the currency of this Charter Party the vessel shall be fully covered by leading insurance companies/international P and I Clubs acceptable to the Charterers against Hull and Machinery, War and Protection and Indemnity Risk. Costs of such cover to be at the sole expense of Owners.

43.2 If required by the Charterer s, prior to commencement of the Charter or at any other time, the Owners shall procure that the Managers of the Hull and Machinery insurance and the Protect ion and Indemnity Association shall give the Charterers proper evidence that the vessel is fully covered by the Owners.

43.3 Insurance full style and value (to be advised upon request):Hull and Machinery: War risks:Protection and Indemnity risks:

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

Clause 44 - Hire

Hire: Index (CS4TC) plus 12, 5 pct to be settled at end of each month. First hire to be paid at Index of the day of delivery based on CS4TC plus 12,5 pct which to be adjusted at end of the month vessel delivers according to actual figures. Hire shall be paid in arrears at the first day of each month, based on average prices of preceding month. In case Owners declare their option to convert to 12 months t/c, rate will be as per forward curve taken by 2 independent FFA brokers to be agreed upon between Owners and Charterers.

Bank details:

DVB BANK SE

PLATZ DEL REPUBLIK 6

60325 FRANKFURT GERMANY

SWIFT : DVKBDEFF

BENEFICIARY : RIGHTMOVE OWNERS INC

IBAN NR : DE23501103002910064107

(CORR. BANK : HSBC BANK NY USA

SWIFT : MRMDUS33 with acc nr 000129879)

Clause 45 - Withholdings

Charterers are to have the right to withhold Owners’ item s and estimated amount for bunkers from the last hire payments, any balance for bunker value is to be settled in the final hire statement. Undisputed off hires and actual Owners’ disbursements may be deducted by Charterers from the Charter hire during the period of the Charter Party. Such deductions will be finalized when proper statements / vouchers are submitted which is to be as soon as possible.

Clause 46 - Banking Delays

Referring to Lines 60 and 61 of New York Produce Exchange printed form, where there is default of payment as specified, the Owners will notify the Charterers whereupon the Charterers shall make payment of the amount due without interest within three (3) working/banking days of notification from the Owners, failing which the Owners will have the right to withdraw the vessel from service of the Charterers, without prejudice to any claim the Owners may otherwise have on the Charterers under this Charter.

Clause 47 - Taxes

Charterers shall pay and keep Owners fully indemnified and hold them harmless in respect of all local, state, national taxes and/or dues assessed on the vessel and/or the Owners and/or cargo and/or in respect of hire, sub-hire, freight, sub-freight or any other income payable under this Charter Party or in respect of the vessel’s employment hereunder, including but no limited to Chinese Enterprise (Corporate) Income Tax, Chinese Business Tax and U.S.A. Gross Transportation Tax, whether assessed during or after the currency of this Charter Party. All taxes and/or dues levied by the country of the flag of the vessel or the Owners shall be for Owners’ account. Clause 48 - Breakdown or Accident

Should the vessel be put back whilst on voyage by reason of an accident or breakdown, or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness or accidents to the crew or any person on board the vessel (other than supercargo and/or other persons travelling by request of the Charterers), the hire shall be suspended from the time of the inefficiency until

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

the vessel is efficient in the same or equivalent position and voyage resumed therefrom, and all substantiated extra expenses directly incurred thereby including bunkers consumed during period of suspended hire shall be for Owners’ account.

Clause 49 - Stevedore Damage

The stevedores although appointed and paid by Charterers/ shippers/ receivers and or their agents are to work under the supervision of the Master who is responsible for the safety of the Vessel. The Charterers shall be responsible for any and all damage to the Vessel, or loss or damage to her equipment caused by stevedores during the currency of this charter party provided the Master has reported to the Charterers or their agents within 24 hours from discovery of the damage(s) unless case of hidden damage. The Charterers shall have the liberty to redeliver the Vessel without repairing the damages as long as same do not affect the Vessel’s seaworthiness/class in which case Charterers undertake to reimburse Owners before redelivery the cost of repairs against production of repairs cost estimated by repairers or dockyard unless otherwise agreed. Should stevedores damage to the Vessel or her fittings/equipment affect Vessel’s seaworthiness/class, then Charterers to arrange for an immediate repair to class-surveyor’s satisfaction at their time/expense.

Clause 50 - Grab Discharge

Vessel is to be suitable for normal size grab discharge and no cargo to be loaded in places inaccessible to grab discharge. Charterers are to have the privilege of using bulldozers/ pay loaders with rubber types / tracks in vessel’s holds provided their weight not to exceed vessel’s tank-top, deck strength, whichever applicable in ports where stevedores can not supply bulldozers or payloaders with rubber wheels / belts then other equipment provided by stevedores for discharging will be allowed.

Clause 51 - Mobile Cranes

Charterers to have the option of placing mobile cranes on deck at their sole risk and expense, always at Master’s discretion and consistent with vessel’s deck strength / characteristics. Owners will appoint class surveyor at Charterers’ expense, to attend during placement of cranes to ensure safe/ proper installation. All works during installation / dismantling and restoration operations to be performed to master’s / class surveyor’s satisfaction.

Cutting and/or welding of hatchcovers is not allowed. Any modification effected to Vessel’s deck and/or damage suffered during the above mentioned works is to be repaired and Vessel is to be restored to its original condition always to the satisfaction of the Master and class surveyor at the Charterers’ sole risk and expense.

Furthermore any material required by the Master and class surveyor for the installation of the mobile cranes and the restoration as above mentioned, shall be for Charterers’ account.

Clause 52

Owners option break t/c, at any time, with 60 days notice.

Clause 53 - Boycott

Should the vessel be boycotted, picketed, blacklisted or similar incident at any port or place by shore and/or port labour and/or tugboats and/or pilots, and/or competent authority, by the terms and conditions on which members of the officers, crew were employed, or by reason of vessel’s flag and or ownership, any substantiated extra expenses directly incurred thereby are to be for Owners’ account and Charterers are entitled to put the Vessel off-hire for any time during which Vessel is unable to perform the services immediately required.

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

Clause 54 - I.T.F.

Owners guarantee that the vessel is, and will remain during the whole period of this Charter fully acceptable to the I.T.F. or equivalent fitted as far as conditions of crew, employment contracts, wages, etc. are concerned.

In the event that the vessel is delayed by reason of boycotts, strikes, labour stoppages or other actions by the I.T.F. against the vessel due to employment conditions, time so lost shall be considered as off-hire, and proven costs directly resulting therefrom are to remain for Owners’ account.

Clause 55 - Arrest

Should the vessel be arrested during the currency of the Charter Party at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest. The clause shall be inoperative should the arrest be caused through any act or omission of the Charterers.

Clause 56 - Lack of Crew Members

Any time lost by the vessel by reason of none or more required crew members not being on board when the vessel is ready to sail, or by reason of a strike, stoppage or refusal to work by any crew is to be for Owners’ account and expenses for keeping waiting or cancelling tugs, pilot or mooring boat are to be for Owners’ account

Clause 57 - Blacklisting

Owners warrant that at the commencement of this Charter Party, the vessel is not blacklisted by the United States of America and/or Canadian authorities and/or longshoremen associations nor by Scandinavian, Australian, South African and/or ARAB countries.

Clause 58 - Bills of Lading

In case original Bills of Lading are not available prior to Vessel’s arrival at discharging port Owners to allow discharge/delivery of the cargo against Charterers’ LO.I. in Owners’ P+I club standard wording issued on the Charterers’ letter head and stamped/signed by a designated official of the Charterers only, without bank counter signature.

The Charterers will fax the LO.I. together with copy of the Bills of Lading which will be issued to Owners managers’ office in Greece (fax number 210-3441655) for their approval. Thereafter the Charterers will immediately send by courier mail the original L.0.1., faxing also the courier airway bill to Owners managers. This procedure to take place promptly enough prior to Vessel’s arrival at destination, being understood that the Owners will instruct the Master to release the cargo only after having found all in order and after having received Charterers’ fax with the courier airway bill.

Furthermore Charterers hereby undertake the obligation to mail the original accomplished bills of lading to Owners managers when same available but latest within two months after discharge in which case Owners/managers will courier back to Charterers the LO.I.

Seawaybills permitted only for Japan discharge provided they are marked “subject to Hague-Visby rules”.

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

Clause 59 - Certificates

The Owners warrant that throughout the currency of this Charter Party, the vessel shall to be in possession of any necessary valid certificates enabling the vessel to perform the Charter Party and to comply with all applicable requirements, regulations and recommendations, including but not limited to:

- Tonnage and measurement certificates

- Classification and Trading certificates

- Certificates issued pursuant to the Civil Liability Convention 1969 (C.L.C.) which is applicable to OBOS and tankers

- Certificates issued pursuant to Section 311 (P) of the U.S. Federal Water Pollution Control Act, as amended (title 33 U.S. Code, Section 1321 (P)

- Certificates of Financial Responsibility to trade to U.S. waters or to the waters of any other country relevant under this Charter Party

- ISM certificates

- Brazilian Authorities’ DPC approval to be in order

- Certificates pertaining to the Crew

Any time lost or other consequence of any failure to comply with this warrant shall be for Owners’ account

Clause 60 - SUEZ Certificates:

As from first passage of SUEZ CANAL under this Charter, vessel will have onboard current valid Suez Canal Certificates, and will so comply with all applicable requirements, regulations and recommendations as to avoid any delay in transit of canal, failing which time expenses to be for Owners’ account.

Clause 61 - Vaccination Certificates

Owners shall be responsible for and arrange at their own expense that the Master, officers and crew of the vessel to be vaccinated and to be in possession of valid vaccination certificates on delivery of the vessel and throughout the period of this Charter Party. Any time lost and or additional expenses incurred due to failure to provide such certificates shall be for Owners’ account

Clause 62 - Quarantine

Normal quarantine time and expenses to enter port are to be for Charterers’ account. Any extra time or detention and expenses for quarantine due to pestilence and illness of the vessel’s Master, Officers and crew are to be for Owners’ account, but if quarantine detention is on account of the vessel having been sent by Charterers to any infected port, such detention time and expenses are to be for Charterers’ account

Clause 63 - Fumigation

Owners are to supply valid deratisation certificate on vessel’s delivery and if same does not cover whole period of this Charter Party, cost of fumigation (in case fumigation is needed) shall be for Owners’ account and time so required is not to count unless fumigation is required on account of cargo carried or ports visited while vessel is employed under this Charter Party in which case, cost and time are to be for Charterers’ account.

Clause 64 - Compliance with U.S. Safety and Health Regulations

If the vessel calls at any U.S. port for the purpose of loading or discharging cargo, the vessel’s equipment shall comply with regulations established under U.S. Public Law 85-742 part 9 (Safety and Health Regulations for Longshoring) or any subsequent amendments.

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

If longshoremen are not permitted to work due to the failure of master and or Owners to comply with the aforementioned regulations, any delays to the vessel resulting shall be for Owners’ account

Clause 65 - Compliance with International Conventions

65.1 In the event of the vessel being prevented from performing, or being unable to perform the service immediately required hereunder, by reason of:

(A) Action on the part of relevant authorities resulting from non-compliance with any compulsory applicable enactment enforcing all or part of any of the following international conventions:

- International Conventions for the Safety of Life at Sea, either SOLAS 1960, or SOLAS 19 74, or SOLAS 1974 in conjunction with its 1978 protocol.

- International Convention Load Lines 1969

- International Convention for the Prevention of Pollution from Ships 1973, in conjunction with its 1978 protocol.

- ILO Merchant Shipping (minimum standards) Convention 1976 (nr. 147). International - Convention on Standards of Training, Certification and Watch Keeping for Seafarers 1978

(B) Labour stoppages or shortage, boycott, secondary boycott, manifestation of any kind in services essential to the operation of the vessel owing to its flag or registry or ownership or management or to the conditions of employment on board. Provided always that the event(A)and/or (B) is not directed against the Charterers or brought about any act, instruction or omission on the part of the Charterers, then any loss of time shall result in the vessel being off-hire and shall be dealt with in accordance with the off-hire clause.

65.2 It is understood that, if necessary, vessel will comply with any safety regulations and/or requirements in effect at ports of loading and/or discharging. A particular reference is the United States Department of Labour Safety and Health Regulations set forth in part III of the Federal Register.

65.3 Although other provisions of this Charter make it the responsibility of the Owners, it is agreed that should the vessel not meet safety rules and regulations Owners will make immediate corrective measures and any stevedore standby time upto next shift and other substantiated / directly incurred expenses involved, including off-hire, will be for Owners’ account

Clause 66 - Smuggling

Any delay, expenses and/ or time incurred on account of smuggling are to be for Charterers’ account if caused by Charterers and/or persons appointed by Charterers and are to be for Owners’ account, if caused by Owners, Officers and/ or Crew and/ or persons appointed by Owners.

Clause 67 - Sea Carrier Initiative Agreement

The Owners certify that they have entered into, and signed with the US customs, the S.C.I.A. (U.S. Sea Carrier Initiative Agreement) on an individual basis or through an association such as BI MCO, otherwise they warrant to take all necessary steps before delivery, and to hold Charterers harmless through the whole duration of the Charter Party, against any claim from US customs in respect of drugs which may be found on board.

Clause 68 - CUBA Calls

Owners warrant that the vessel is in full compliance with U.S.A. regulations pertaining to port calls to/from CUBA, specifically in compliance with the ‘U.S. Cuban Democracy Act’ and can trade without restraint into U.S. ports

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

Clause 69 - Pratigue

Vessel shall prepare radio pratique, when instructed by Charterers and be in possession of necessary certificates including Japanese sanitary certificates. Charterers’ Agent(s) will assist, as trading pattern allows and properly direct Master regarding the Port Authority’s requirements well in advance, prior to vessel’s arrival at subject port, however, should any time and or expenses be incurred, same to be for Owners’ account.

Clause 70 - Plan / Draft survey

70.1 Prior to delivery, Owners are to supply General Arrangement plans, load scale and capacity plan to Charterers.

70.2 Owners warrant that the vessel will throughout the duration of the Charter Party have on board capacity plan, hydrostatic curves and tables of displacement, tank calibration and trimming correction tables all sounding tubes to be in good maintenance conditions and free from impediments and vessel to have ballast tanks either empty or pressed full and trim to be deducted to minimum and not to exceed trim table corrections. If vessel does not comply with above requirements she will be put off-hire until able to perform such survey. Master to keep written record of drainage moisture pumped out/in. If required, Master to forward to Charterers upon arrival at unloading port and before start of discharging a certificate indicating all ballast remains.

Clause 71 - Suspension in Case of War

In the event of war or warlike operations involving two or more of the following nations:

United States of America, E.C.C. Countries, Japan, Australia, Commonwealth Of IndependentStates and People’s Republic of China and/or the nation under the flag which vessel is performing under this Charter is registered, which seriously affects Charterers’ or Owners’ ability to perform their obligations under this Charter Party, both Charterers and Owners shall have the right to suspend this Charter Party with three (3) weeks written notice without liability to the other party. If the Charter Party is suspended, such suspension shall take place at port of destination after discharge of any cargo on board, subject to the provisions of attached Conwartime 2004 clause.

Clause 72 - Vessel’s Inspection

Charterers have the benefit of holding vessel’s inspection at any time at their expense on giving reasonable notice to Owners. Owners or Master is to give facility and assistance to carry out this inspection.

Clause 73 - Rejection of the Vessel

The Charterers shall have the option of rejecting the vessel and cancelling this Charter Party in following events:

(a) the vessel being off-hire as a result of technical reasons attributed to the Owners for a period in excess of 60 (sixty) consecutive days except for drydock in any period of 12 (twelve) months,

(b) Owners having failed to remedy/restore Vessels deficiencies which result in restriction to vessel’s immediate trading within 60 (sixty) days after Owners’ receipt of Charterers’ notice requiring to remedy/restore.

Clause 74 - Off-Hire Bunker Consumption

Bunkers consumed during any period during which the vessel is off-hire for whatever cause, shall be calculated at the latest bunkering price actually paid by the Charterers.

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

Clause 75 - Vessel’s Gear

Vessel is to work day and night and to provide lights for night working, if required by Charterers. Any overtime charges for officers and crew are to be for Owners’ account. If the vessel’s gear for opening and closing hatches becomes inoperative, the vessel is to be off-hire. Such off-hire is to be calculated pro-rata to the number of inoperative hatches and is only to count if ship’s loading or discharging is actually delayed.

Clause 76 - Hatches

Crews are to open and close hatches before, during and alter stevedore work when and where required and when permitted by shore regulations.

Clause 77 - Fresh Water

Fresh water consumed under this Charter for the purpose of drinking, washing of Master, officers and crew on board is to be for Owners’ account. When trading limits the vessel’s ability to provide fresh water through it’s desalination plant, then extra expense for replenishment of fresh water for Charterers’ account.

Clause 78 - Sublet

Charterers may sublet vessel, but shall always remain responsible to Owners for due fulfilment of this Charter Party.

Clause 79 - Watchmen

Watchmen are to be for Owners’ account if so ordered/requested by Owners and/ or Master.

If security guards/gangway watchmen during ship’s stay in United States of America port as required by the Immigration Department or United States Coast Guard due to nationality(ies) of ship’s crew members then same to be for Owners’ account. Watchmen are to be for Charterers’ account if compulsory or ordered by Charterers / shippers / receivers / their agents.

Clause 80 - Owner’s Agents

Owners may appoint Charterers’ Agents to deal with Owners’ matters.

Charterers agree to have their Agents attend to minor matters of Owners without Agents charging extra agency fee. All expenses pertaining to Owners to be settled directly between Owners and Agents at cost.

Clause 81 - Additional Expenses

Charterers are to pay a lumpsum of USD 1,500.- (one thousand five hundred United States dollars) per month or pro rata to cover entertainment expenses and radio telegrams/ telephone charges for Charterers’ account disbursed by Owners.

Clause 82 - Laydays

Deleted

Clause 83 - Excessive Days in Port

Where the Vessel remains at anchorage, in port or idle for an extended period more than 30 days in compliance with Charterers’ orders/instructions, and this causes fouling of the hull or underwater parts, Owners shall not be responsible for such fouling or any vessel under performance caused by such fouling. The cost of cleaning and painting the hull or underwater parts, and the time spent doing so, shall be for Charterers’ account.

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Clause 84 - BIMCO Double Banking Clause

(a) The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the Vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside at such safe dock, wharf, anchorage or other place for transhipment, loading or discharging of cargo and/ or bunkering.

(b) The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed shall give the Owners such advance notice as they reasonably can of the details of any such operations.

(c) Without prejudice to the generality of the Charterers’ right s under (a) and (b), it is expressly agreed that the Master shall have the right to refuse to allow the Vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do.

(d) The Owners shall be entitled to insure any deductible under the Vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the Vessel’s Underwriters and/ or the cost of insuring any deductible under the Vessel’s hull policy.

(e) The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The Vessel shall remain on hire for any time lost including periods for repairs as a result of such operation.

Clause 85 - GMT Time

For delivery, redelivery, ETA, ETS, ETC, time to be advised in local time. For calculation purposes, hire is to be computed in GMT time.

Clause 86 - Change of Flag

Owners shall have the right to change the vessel’s flag and/ or crew, subject to Charterers' prior consent which is not to be unreasonably withheld. Such change(s) are not, in any way, to hinder, prevent or detract from Charterers' rights and ability to use the vessel according to present Charter Party terms.

Clause 87 - Periodical Survey/Dry Dock

Charterers to position vessel in Far East zone for scheduled dry dock following Owners’ three (3) months notice. Vessel to be placed off-hire from the time she is withdrawn from Charterers’ service for dry dock until she is again in the same or equidistant position.

Clause 88 - Deviation / Put Back

In the event of loss of time either in port or at sea, deviation from the course of the voyage or putting back whilst on voyage, caused by sickness of or an accident to or misconduct by Master/ Officers/ crew, stowaway, refugee or any person on board vessel other than persons travelling by request of Charterers or by reason of the refusal of Master or Officer(s) or crew to perform their duties or an accident or breakdown to vessel or dry docking or periodical survey, the hire shall be suspended from the time of inefficiency in port or at sea, deviation or putting back until vessel is again efficient in the same or equivalent position in respect to the port where Vessel is originally destined for and voyage resumed therefrom and bunkers consumed during such period of suspension shall be for Owners’ account.

Clause 89 - Cargo Claims

Cargo claims as between the Owners and the Charterers shall be settled in accordance with the Inter-Club New York Produce Exchange Agreement of February 1970 as amended September 1996 as attached.

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Clause 90 - English Law

In this Charter Party English Law to apply.

Clause 91 - Protective Clauses

The New Both-to-Blame Collision Clause, New Jason Clause and General Clause Paramount or U.S.A. Clause Paramount or Canadian Clause paramount whichever applicable, P+I Bunkering clause and Voywar 2004 Clause, are deemed to be incorporated in all Bills of Lading issued under this Charter Party and all sub-Charter Parties. Conwartime 2004 as attached, is deemed to be incorporated in this Charter Party and to apply.

Clause 92 - Deleted

Clause 93

Basic war risk insurance to be for Owners’ account, however, in the event of any increase in war risk insurance premia (H+M/P+I ), including loss of hire and crew war risk bonus as well as blocking and trapping, due to the trade in which vessel is engaged, same to be for Charterers’ account until additional war risk premia no longer apply. The Charterers to place Owners in funds in lieu of such premia as provided by Owners insurance brokers prior vessel entering the war zone/place. In case vessel’s stay in the war zone/place prolonged and the amount already paid by the Charterers is not sufficient then Charterers to place Owners again in funds promptly for any further amounts required to cover vessel’s prolonged stay in the war zone/place.Owners will submit to Charterers the relevant debit notes immediately upon receipt of same from the insurance brokers and if there will be any difference plus or minus then same to be settled together with the next scheduled payment as per charter party. Such additional premium is not to exceed London underwriters’ scale. Owners will credit no claim bonus to Charterers.

Clause 94

The Owners guarantee that the construction of the vessel with fittings and other equipment shall comply with the requirements and/or recommendations of Australian Shore Labourers and Pilots.

Clause 95

Charterers have the right to instruct the Master to utilize the vessel’s maximum water ballast capacity and eventually to flood one or more holds in port, in order to bring down vessel’s height to get into position under loading and/or discharging appliances, however , the hold/holds to be utilized for ballasting should be only the designated ballast holds, always in conformity to free board and/or safety requirements.

Clause 96

Notwithstanding anything to the contrary in this Charter, Owners guarantee that throughout the currency of this Charter Owners will comply with all federal, state and/ or local government requirements (including but not limited to the obtaining of Certificate of Financial Responsibility under OPA 90) to enable vessel to lawfully trade to the United States of America and any countries permitted under this Charter.

Clause 97

Charterers to have the privilege of ordering the vessel to be laid up at any time during the period of this Charter Party. In such event, Time charter hire shall be paid in accordance with Clause 4, less all operating costs which Owners may be able to save by reason of the Vessel having been laid up, if any. A joint condition survey of the Vessel to be carried out in the beginning and at the end of a layup period. Also,

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Owners to have the right to arrange for an underwater inspection. Any and all expenses to be incurred including, but not limited to, cleaning and painting the hull or underwater parts, restoring the Vessel and her machinery / equipment for service, class and P+I fees and expenses to be for Charterers’ account. These provisions apply in any case and fully whether layup may terminate during the currency of or, at the end of this charter party.

Charterers to have the benefit of any return insurance premium if and when granted and paid to Owners from the underwriters by reason of the vessel being in port for a minimum of 30 (thirty) days.

Clause 98

Charterers guarantee that they are fully covered with a first class P+I club including cargo claims, F / D+D (Freight / Demurrage + Defence) and full Charterers liability and will remain so for the total duration of the present charter.

Clause 99

In case Vessel’s last voyage exceeds the maximum period and the market rate rises above the c/p rate in the meantime, it is hereby agreed that the charter hire will be adjusted to the prevailing market level from DLOSP of the last discharging port prior commencement of the last voyage until actual redelivery of the Vessel to the Owners, whether Vessel fixed for next employment or not, whether Vessel sold or not. Such adjusted rate to be calculated as follows:

- If Vessel redelivered east of Suez including Red Sea/Indian Ocean/Pacific Ocean then the average rate of route C10_03 for the whole applicable period as defined above to apply.

- If Vessel redelivered west of Suez including Mediterranean sea/ Black sea/Baltic sea / Atlantic ocean then the average rate of route C8_03 for the whole applicable period as defined above to apply. This clause is null and void in case of force majeure

Clause 100 - Hamburg Rules Charter Party Clause

Neither the Charterer s nor their agents shall permit the issue of any bill of Lading, waybill or other document evidencing a contract of carriage (whether or not signed on behalf of the Owner or on the Charterers’ behalf or on behalf of any sub-Charters) incorporating, where not compulsorily applicable, The Hamburg Rules or any legislation giving effect to the Hamburg Rules or any other legislation imposing liabilities in excess of Hague or Hague Visby Rules. Charterers shall indemnify the Owners against any liability, loss or damage which may result from any breach of the foregoing provisions of this clause.

Clause 101 - P & I Bunker Clause

“The vessel shall have the liberty as part of the contract voyage to proceed to any port or ports at which bunker oil is available for the purpose of bunkering at any stage of the voyage whatsoever and whether such ports are on or off the direct and/or customary rout e or routes between any of the ports of loading or discharge named in this Charter Party and may there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks and deep tanks and any other compartment in which oil can be carried, whether such amount is or is not required for the chartered voyage.”

Clause 102 - Deviation Clause

The vessel has liberty to call at any port or ports in any order, for any purpose, to sail without pilots, to tow and/or assist vessels in all situations, and also to deviate for the purpose of saving life and/or property. Eventual costs and benefits to be equally shared by Charterers and Owners.

Clause 103 - Clause Paramount

This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, provisions of Water Carriage of Goods Act 1936 enacted by the Parliament of the Dominion

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of Canada, the Hague Rules, or the Hague-Visby Rules, as applicable, or such other similar national legislation as may mandatorily apply by virtue of origin or destination of the bills of lading, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said applicable If any term of this bill of lading be repugnant to said applicable Act to any extent, such term shall be void to that extent, but no further.

Clause 104 - General Clause Paramount

The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924 (“the Hague Rules”) as amended by the Protocol signed at Brussels on 23 February 1968 (“the Hague-Visby Rules”) and as enacted in the country of shipment shall apply to this Contract. When the Hague Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments.

When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination, the Hague Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this Contract.

The Protocol signed at Brussels on 21 December 1979 (“The SDR Protocol 1979”) shall apply where the Hague Visby Rules apply, whether mandatorily or by this Contract. The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging, or while the cargo is in the charge of another carrier or with respect to deck cargo and live animals.

Clause 105 - Canadian Clause Paramount

This Bill of Lading, so far as it relates to the Carriage of Goods by Water, shall have effect, subject to the provisions of the Water Carriage of Goods Act 1936, enacted by the Parliament of the Dominion of Canada, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the Carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this Bill of Lading be repugnant to said Act to any extent such terms shall be void to that extent but no further.

Clause 106 - U.S.A. Paramount Clause

This contract of Affreightment as well as its pertaining Bills of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved on April 16th, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this contract or its Bills of Lading be repugnant to said Act to any extent, such term shall be void to that extent but no further.

Clause 107 - New Jason Clause

In the event of accident, danger, damage or disaster before or after commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequences of which, the carrier is not responsible, by statute, contract or otherwise, the goods, shippers, consignees, or Owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.

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If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if such salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or Owners of the goods to the carrier before delivery.

Clause 108 - New Both to Blame Collision Clause

If the liability for any collision in which the vessel is involved while performing this Bill of Lading fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:

If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or carrier or her Owners as part of their claim against the carrying ship or carrier.

The foregoing provision shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.

Clause 109  - Drug And Alcohol Policy

Owners warrant that there is a policy on Drug and Alcohol Abuse (Policy) applicable to the vessel which meets or exceeds that standard in the International Marine Forum Guidelines for the control of Drugs and Alcohol on board the Ship. Under the Policy, alcohol impairment shall be defined as a blood alcohol content of 40mg/100ml or greater; the appropriate seafarers to be tested shall be the full Vessel’s complement and the drug/alcohol testing and screening shall include unannounced testing in addition to route medical examinations.

An objective of the Policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through a combined program of unannounced testing and routine medical examinations.

Owners further warrant that the Policy will remain in effect during the term of this Charter and that Owners shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment of any test finding of impairment shall not in and of itself mean the Owners have failed to exercise due diligence.

Owners undertake, unless they have already done it, to sign the US Customs “Sea Carrier Initiative Agreement” in consideration with the US Anti-Drug Abuse Act 1986.

Remark: In case of discrepancies between Printed Form and Rider Clauses, Rider Clauses will prevail.

Clause 110 - War Risks Clauses for Time Charter, 2004 (Code Name: CONWARTIME 2004)

(a) For the purpose of this Clause, the words:

(i) “Owners” shall include the shipowners, bareboat charterers, disponent owners, managers or other operators who are charged with the management of the Vessel, and the Master; and

(ii) ‘War Risks” shall include any actual, threatened or reported:

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war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever); by any person, body, terrorist or political group, or the Government of any state whatsoever, which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons onboard the Vessel.

(b) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Master and/or the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(c) The Vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/or confiscation.

(d) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessel and their other interests (including, but not limited to, loss of earnings and detention, the crew and their protection and Indemnity Risks), and the premiums and/or calls therefore shall be for their account.

(ii) If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of War Risks, then the actual premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(f) The Vessel shall have liberty:-

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement;

(iv) to discharge at any other port any cargo or part thereof which may render the Vessel liable to confiscation as a contraband carrier;

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(v) to call at any other port to change the crew or any part thereof or other persons on board the Vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.

(g) If in accordance with their rights under the foregoing provisions of this Clause, the Owners shall refuse to proceed to the loading or discharging ports, or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.

(h) If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

Clause 111 - BIMCO Bunker Fuel Sulphur Content Clause For Time Charter Parties 2005

(a) Without prejudice to anything else contained in this Charter Party, the Charterers shall supply fuels of such specifications and grades to permit the vessel, at all times, to comply with the maximum sulphur content requirements of any emission control zone when the vessel is ordered to trade within that zone.

The Charterers also warrant that any bunker suppliers, bunker craft operators and bunker surveyors used by the Charterers to supply such fuels shall comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect of sampling and the provision of bunker delivery notes. The Charterers shall indemnify, defend and hold harmless the Owners in respect of any loss, liability, delay, fines, costs or expenses arising or resulting from the Charterers’ failure to comply with this Sub-Clause (a).

(b) Provided always that the Charterers have fulfilled their obligations in respect of the supply of fuels in accordance with Sub-clause (a), the Owners warrant that:

(i) The vessel shall comply with Regulations 14 and 18 of MARPOL Annex VI and with the requirements of any emission control zone; and

(ii) The vessel shall be able to consume fuels of the required sulphur content when ordered by the Charterers to trade within any such zone.

Subject to having supplied the vessel with fuels in accordance with Sub-clause (a), the Charterers shall not otherwise be liable for any loss, delay, fines, costs or expenses arising or resulting from the vessel’s failure to comply with Regulations 14 and 18 of MARPOL Annex VI.

(c) For the purpose of this Clause, “emission control zone” shall mean zones as stipulated in MARPOL Annex VI and/or zones regulated by regional and/or national authorities such as but not limited to, the EU and the US Environmental Protection Agency.

Clause 112 - BIMCO Standard ISM Clause for Voyage and Time Charter Parties

From the date of coming into force of the International Safety Management (I SM) Code in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.

Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.

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Clause 113 - BIMCO ISPS / MTSA Clause for Time Charter Parties 2005

(a) (i) The Owners shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Vessel and “the Company” (as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, the Owners shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (MTSA) relating to the Vessel and the “Owner” (as defined by the MTSA).

(ii) Upon request the Owners shall provide the Charterers with a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) and the full style contact details of the Company Security Officer (CSO).

(iii) Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay) caused by failure on the part of the Owners or “the Company” / “Owner” to comply with the requirements of the ISPS Code/MTSA or this Clause shall be for the Owners’ account, except as otherwise provided in this Charter Party.

(b) (i) The Charterers shall provide the Owners and the Master with their full style contact details and, upon request, any other information the Owners require to comply with the ISPS Code/MTSA. Where sub-letting is permitted under the terms of this Charter Party, the Charterers shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners and the Master. Furthermore, the Charterers shall ensure that all sub-Charter Parties they enter into during the period of this Charter Party contain the following provision:

"The Charterers shall provide the Owners with their full style contact details and where sub-letting is permitted under the terms of the Charter Party shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.”

(ii) Loss, damages, expense or delay (excluding consequential loss, damages expense or delay) caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account, except as otherwise provided in this Charter Party.

(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code / MTSA including, but not limited to, security guards, launch services, vessel escorts, security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the negligence of the Owners, Master or crew. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.

(d) If either party makes any payment which is for the other party’s account according to this Clause, the other party shall indemnify the paying party.

Clause 114 - U.S. Customs Advance Notification / AMS Clause for Voyage Charter Parties

(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Owners shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i) Have in place a SCAC (Standard Carrier Alpha Code);

ii) Have in place an ICB (International Carrier Bond); and

iii) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs.

The Charterers shall provide all necessary information to the Owners and/or their agent to enable the Owners to submit a timely and accurate cargo declaration. The Charterers shall assume liability for and

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shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of this sub-clause. Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(c) The Owners shall assume liability for and shall indemnify, defend and hold harmless the Charterers against any loss and/or damage whatsoever (including consequential loss and/ or damage) and any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Owners’ failure to comply with any of the pprovisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall not count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(d) The assumption of the role of carrier by the Owners pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

Clause 115 - BIMCO Bulk Carrier Safety Clause

(a) The Charterers shall instruct the Terminal Operators or their representatives to cooperate with the Master in completing the IMO SHIP/SHORE SAFETY CHECKLIST and shall arrange all cargo operations strictly in accordance with the guidelines set out therein.

(b) In addition to the above and notwithstanding any provision in this Charter Party in respect of loading/ discharging rates, the Charterers shall instruct the Terminal Operators to load/ discharge the Vessel in accordance with the loading/ discharging plan, which shall be approved by the Master with due regard to the Vessel’s draught, trim, stability, stress or any other factor which may affect the safety of the Vessel.

(c) At any time during cargo operations the Master may, if he deems it necessary for reasons of safety of the Vessel, instruct the Terminal Operators or their representatives to slow down or stop the loading or discharging.

(d) Compliance with the provisions of this Clause shall not affect the counting of laytime.

Clause 116

The Owners to have the right to sell the vessel at any time during the period of this Charter Party having promptly informed the Charterers in this respect and to provide them with the name of the new owners, subject to Charterers approval which not to be unreasonably withheld.

Clause 117

Deleted.

Clause 118

Negotiations and fixture are to be kept strictly private and confidential except in case of statutory requirements or those of Stock listed companies.

Clause 119 - BIMCO Piracy Clause for Time Charter Parties

(a) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgment of the Master and/or the Owners, may be, or are likely to be,

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

exposed to any actual, threatened or reported acts of piracy, whether such risk of piracy existed at the time of entering into this charter party or occurred thereafter. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(b) If the Owners do not give their consent they shall immediately inform the Charterers and the Charterers shall be obliged to issue alternative voyage orders and any time lost due to compliance with such orders shall not be considered off-hire. The Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(c) If the Owners consent or if the Vessel proceeds to or through an area exposed to risk of piracy the Owners shall have the liberty:

(i) to take reasonable preventive measures to protect the vessel, her crew and cargo including but not limited to taking a reasonable alternative route, proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security personnel or equipment on or about the vessel,

(ii) to comply with the orders, directions or recommendations of any underwriters who have the authority to give the same under the terms of the insurance;

(iii) to comply with all orders, directions, recommendations or advice given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group, including  military  authorities, whatsoever acting with the power to compel compliance with their orders or directions;

(iv) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement; and the Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(d) Costs

(i) If the Vessel proceeds to or through an area where due to risk of piracy additional costs will be incurred including but not limited to additional insurance, additional personnel and preventative measures to avoid piracy attacks, such costs shall be for the Charterers’ account. Any tim e lost waiting for convoys, following recommended routeing, timing, or reducing speed or taking measures to minimise risk, shall be for the Charterers’ account and the Vessel shall remain on hire;

(ii) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said  terms, then the actual bonus  or additional wages paid shall be  reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first;

(iii) If the underwriters of the Owners’ insurances should require payment of additional premiums and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of piracy risks, then the actual additional premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Vessel is attacked or seized by pirates any time lost shall be for the account of the Charterers and the Vessel shall remain on hire. If the Vessel is seized the Owners shall keep the Charterers closely informed of the efforts made to have the Vessel released.

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party.

Clause 120 - Radioactivity Risk Clause for Time Charter Parties

(a) The Vessel shall not be obliged to proceed or required to continue to or through or remain at, any port, place, area or zone, or any waterway or canal ( hereinafter "Area”) which may expose the Vessel, her cargo, crew or other persons on board the Vessel to danger from levels of ionizing radiations from or contamination by radioactivity from any nuclear fuel, nuclear waste or from the combustion of nuclear fuel, or the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or component thereof (hereinafter “Radioactivity”) determined by a competent local, national or international authority (including but not limited to the International Atomic Energy Authority and the World Health Organization) to be harmful to human health.

(b) If in accordance with sub-clause(a) the Owners decide that the Vessel shall not proceed or continue to or through or remain in the Area they must immediately inform the Charterers. The Charterers shall be obliged to issue alternative voyage orders and shall indemnify the Owners for any claims from holders of the Bills of Lading caused by waiting for such orders and/or the performance of an alternative voyage. Any time lost as a result of waiting for or complying with such orders shall not be considered off-hire.

(c) The Vessel shall have liberty to comply with all orders, directions, recommendations or advice of competent authorities and/or the Flag State of the Vessel in respect of arrival, routes, ports of call, destinations, discharge of cargo, delivery, or in any other way whatsoever.

(d) The Charterers warrant that they shall not load cargoes and/ or empty containers and/or supply bunkers that have levels of Radioactivity in excess of normal background radiation levels for the Area. The Owners, at their discretion, may arrange for a radioactive survey by an independent qualified surveyor, at the Charterers’ cost, expense and time. If the level of Radioactivity in the cargoes, empty containers and/ or bunkers is determined by the surveyor to exceed normal background levels, the Owners shall have the right to refuse to load such cargoes, empty containers and/or bunkers.

(e) Any delays arising out of measures taken by port authorities to screen the Vessel for radiation either in the countries affected by Radioactivity or at subsequent ports of call shall be for the Charterers’ account. Any time lost as a result of complying with such screening shall not be considered off-hire.

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party. In the event of a conflict between the provisions of this Clause and any implied or express provision of the Charter Party, this Clause shall prevail to the extent of such conflict, but no further.

Clause 121 - Loading Iron Ore in India

The Charterers are to provide certificate(s) of testing from a laboratory which must be approved in advance by the Owners and such certificate(s) of testing must state the TML (Transportable Moisture Limit) and FMP (Flow Moisture Point) and Moisture Content. Such certificate(s) are to be presented to the Owners and the Master prior to, and as a condition of, the commencement of loading.

Notwithstanding above, should the Owners so require, the Charterers are to allow the Owners or their representatives to take samples of cargoes prior to, and as a condition of, loading and the Owners shall be entitled to test such samples and/or appoint surveyors and/or experts to act on their behalf always at the Owners’ discretion, but only one of the following companies to be used:

Either, M/S ERICSON & RICHARDS (GOA) or M/S J.B. BODA PVT LTD (GOA).

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ADDITIONAL CLAUSES TO M/V "HUAHINE"CHARTER PARTY DATED 20^TH JUNE 2018

The master shall have the right to refuse to accept cargo on board.

Such refusal shall not be a breach of charter, vessel shall remain on-hire, and the Charterers shall be responsible, at their sole time and expense for all steps required to provide a safe cargo to the satisfaction of the master.

The Charterers agree to pay and indemnify the Owners for all costs / fees, liabilities and all time taken in connection with the matters provided for in this clause shall be for the Charterers’ account. Cargo loaded in vessel’s holds after having been tested and accepted by Owners/Master cannot be rejected.

-END-

23

SIDE LETTER

TO

M/V “HUAHINE”

CHARTER PARTY DATED 20TH JUNE 2018

It is mutually agreed between RIGHTMOVE OWNERS INC., Marshall Islands as Owners and TMS DRY LTD., Marshall Islands as Charterers that notwithstanding anything else in this Charterparty:

- Israel trading is allowed provided no subsequent voyage to Arabian country.

- Sierra Leone: to be discussed/considered on a case by case basis.

- Indian Ocean /Gulf of Aden/Red Sea Passage: to be discussed/considered on a case by case basis against Charterers paying for all extra insurance, crew war bonus and for sufficient armed guards and safety/protection equipment.

THE OWNERS:	THE CHARTERERS:
/s/ Dr. Adriano Cefai	/s/Tony Skoulaxenos
Dr. Adriano Cefai Director Mare Services Ltd 5/1 Merchants Street Valletta 1171	Tony Skoulaxenos TMS DRY LTD.

EX-4.41

Exhibit 4.41

Dated 1 June 2018

DRYSHIPS INC.as Corporate Guarantor

and

DVB BANK SEas Security Trustee

CORPORATE GUARANTEE

relating to a loan agreement dated 11 October 2013(as amended and restated by an amending and restating agreement dated 1 June 2018 andas the same may be further amended, supplemented and/or restated from time to time)relating to a facility of (originally) up to US$30,000,000 to part-financethe acquisition cost of the m.v. “HUAHINE”

W A T S O N  F A R L E Y&W I L L I A M S

Index

Clause		Page
1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	4
6	Payments	4
7	Interest	5
8	Subordination	5
9	Enforcement	5
10	Representations and Warranties	6
11	Undertakings	10
12	Judgments and Currency Indemnity	16
13	Set off	16
14	Supplemental	17
15	Assignment	18
16	Notices	19
17	Invalidity of Loan Agreement	19
18	Governing Law and Jurisdiction	20
19	Bail-In	21

Schedules

Schedule 1 Form of Compliance Certificate  23

Execution

Execution Page  22

THIS DEED is made on 1 June 2018

PARTIES

(1) DRYSHIPS INC.,a corporation incorporated in the Republic of the Marshall Islands whose principal office is at Trust Company Complex, Ajeltake Road, Ajeltake Island MH96960, Majuro, Marshall Islands as corporate guarantor (the “Corporate Guarantor”)

(2) DVB BANK SE, acting through its office at Platz der Republik 6, D-60325, Frankfurt Am-Main, Germany as security trustee (the “Security Trustee”,which expression includes its successors and assigns)

BACKGROUND

(A) By a loan agreement dated 11 October 2013 (as amended and restated by an amending and restating agreement dated 1 June 2018 and as the same may be further amended, supplemented and/or restated from time to time, the “Loan Agreement”)and made between (i) Rightmove Owners Inc. as borrower (the “Borrower”),(ii) the banks and financial institutions named in Schedule 1 thereto as lenders (the “Lenders”),(iii) DVB BANK SE as arranger (in such capacity the “Arranger”), (iv) DVB BANK SE as agent (in such capacity the “Agent”) and (v) the Security Trustee as security trustee, it was agreed that the Lenders would make available to the Borrower a secured term loan facility not exceeding (originally) US$30,000,000 (the “Loan”).  As at the date of this Corporate Guarantee, the current principal amount outstanding under the Loan Agreement by way of principal is US$16,500,000.

(B) By an agency and trust agreement (the “Agency and Trust Agreement”)dated the same date as, and entered into pursuant to, the Loan Agreement, it was agreed that the Security Trustee would hold the Trust Property (as defined therein) on trust for the Lenders.

(C) It is a condition precedent to the continuing availability of the Loan under the Loan Agreement that the Corporate Guarantor shall execute and deliver to the Security Trustee this Corporate Guarantee in favour of the Security Trustee as envisaged by the Loan Agreement and the Agency and Trust Agreement referred to in Recital (B) above.

OPERATIVE PROVISIONS

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Defined expressions

Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Corporate Guarantee unless the context otherwise requires or unless otherwise defined herein.

1.2 Construction of certain terms

In this Corporate Guarantee:

“bankruptcy” includes a liquidation, receivership, administration or judicial management and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country;

“Compliance Certificate” means a certificate in the form set out in Schedule 1 or any other form agreed between the Corporate Guarantor and the Security Trustee.

“Corporate Guarantor’s Documents” means, together, this Corporate Guarantee and any other Finance Document to which the Corporate Guarantor is or, as the case may be, may become a party and, in the singular, means any of them; and

“Loan Agreement” means the loan agreement referred to in Recital (A) above and includes any existing or future amendments or supplements, whether made with the Corporate Guarantor’s consent or otherwise.

1.3 Application of construction and interpretation provisions of Loan Agreement

Clauses 1.2 to 1.6 inclusive of the Loan Agreement apply, with any necessary modifications, to this Corporate Guarantee.

2 GUARANTEE

2.1 Guarantee and indemnity

The Corporate Guarantor unconditionally and irrevocably:

(a) guarantees the due payment of all amounts payable by the Borrower under or in connection with the Loan Agreement and every other Finance Document;

(b) undertakes to pay to the Security Trustee, on the Security Trustee’s first demand, any such amount which is not paid by the Borrower when payable;

(c) undertakes to procure that the Borrower shall perform all its other obligations under the Loan Agreement and every other Finance Document; and

(d) shall fully indemnify the Security Trustee and each other Creditor Party on the Security Trustee’s first demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or any other Creditor Party concerned as a result of or in connection with any obligation or liability of the Borrower guaranteed by the Corporate Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or any other Creditor Party would otherwise have been entitled to recover.

2.2 No limit on number of demands

The Security Trustee may serve any number of demands under Clause 2.1.

2.3 Release of Guarantee

If a Permitted Ultimate Beneficial Ownership Change is effected (subject to the terms of clause 19.1(k) of the Loan Agreement), the Security Trustee (acting on the instructions of all the Lenders) will, at the cost of the Corporate Guarantor, release the Corporate Guarantor from its obligations under this Corporate Guarantee subject to:

(a) a person in all respects acceptable to the Agent (acting with the authorisation of all the Lenders in their sole and absolute discretion) (the “New Corporate Guarantor”)providing, in substitution of this Corporate Guarantee, a guarantee of all the obligations of the Borrower

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under the Loan Agreement and the other Finance Documents in such form and by no later than such date as the Agent (acting on the instructions of all the Lenders in their sole discretion) may require; and

(b) the Agent receiving any other documents as it or any other Creditor Party may require in connection with the New Corporate Guarantor and the release of the Corporate Guarantor (including, but not limited to, those referred to at paragraphs 2, 3, 4, 5, 9 and 10 of Part A of Schedule 3 of the Loan Agreement) in form and substance satisfactory to the Agent.

3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1 Principal and independent debtor

The Corporate Guarantor shall be liable under this Corporate Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Corporate Guarantee, any of the rights or defences of a surety.

3.2 Waiver of rights and defences

Without limiting the generality of Clause 3.1, the Corporate Guarantor shall neither be discharged by, nor have any claim against any Creditor Party in respect of:

(a) any amendment or supplement being made to the Finance Documents (or any of them);

(b) any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents (or any of them);

(c) any release or loss of any right or Security Interest created by the Finance Documents (or any of them);

(d) any failure promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or

(e) any other Finance Document or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.

4 EXPENSES

4.1 Costs of preservation of rights, enforcement etc.

The Corporate Guarantor shall pay to the Security Trustee on its first demand the amount of all expenses incurred by the Security Trustee or any other Creditor Party in connection with any matter arising out of this Corporate Guarantee or any Security Interest connected with it, including any advice, claim or proceedings relating to this Corporate Guarantee or such a Security Interest.

4.2 Fees and expenses payable under Loan Agreement

Clause 4.1 is without prejudice to the Corporate Guarantor’s liabilities in respect of the Borrower’s obligations under clause 20 of the Loan Agreement (Fees and Expenses) and under similar provisions of the other Finance Documents.

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5 ADJUSTMENT OF TRANSACTIONS

5.1 Reinstatement of obligation to pay

The Corporate Guarantor shall pay to the Security Trustee on its first demand any amount which any Creditor Party is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in bankruptcy of the Borrower of another Security Party (or similar person) on the ground that the Loan Agreement or any other Finance Document or a payment by the Borrower or of another Security Party, was invalid or on any similar ground.

6 PAYMENTS

6.1 Method of payments

Any amount due under this Corporate Guarantee shall be paid:

(a) in immediately available funds;

(b) to such account as the Security Trustee may from time to time notify to the Corporate Guarantor;

(c) without any form of set-off, cross-claim or condition; and

(d) free and clear of any tax deduction except a tax deduction which the Corporate Guarantor is required by law to make.

6.2 Grossing-up for taxes

If the Corporate Guarantor is required by law to make a tax deduction, the amount due to the Security Trustee shall be increased by the amount necessary to ensure that the Security Trustee and (if any payment is not due to the Security Trustee for its own account) the Creditor Party beneficially interested in the payment, receives and retains a net amount which, after tax deduction, is equal to the full amount that it would otherwise have received.

6.3 Indemnity and evidence of payment of taxes

The Corporate Guarantor shall fully indemnify each Creditor Party on the Security Trustee’s demand in respect of all claims, expenses, liabilities and losses incurred by any Creditor Party by reason of any failure of the Corporate Guarantor to make any tax deduction or by reason of any increased payment not being made on the due date for such payment in accordance with Clause 6.2.  Within 30 days after making any tax deduction, that Corporate Guarantor shall deliver to the Security Trustee any receipts, certificates or other documentary evidence satisfactory to the Security Trustee that the tax had been paid to the appropriate taxation authority.

6.4 Security Trustee memorandum account

The Security Trustee shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

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7 INTEREST

7.1 Accrual of interest

Any amount due under this Corporate Guarantee shall carry interest after the date on which the Security Trustee demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Loan Agreement.

7.2 Calculation of interest

Interest under this Corporate Guarantee shall be calculated and accrue in the same way as interest is calculated under clause 7 of the Loan Agreement.

7.3 Corporate Guarantee extends to interest payable under Loan Agreement

For the avoidance of doubt, it is confirmed that this Corporate Guarantee covers all interest payable under the Loan Agreement, including that payable under clause 7 thereof.

8 SUBORDINATION

8.1 Subordination of rights of Corporate Guarantor

All rights which the Corporate Guarantor at any time has (whether in respect of this Corporate Guarantee or any other transaction) against the Borrower, any other Security Party or any of their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents; and in particular, the Corporate Guarantor shall not during the Security Period:

(a) claim, or in a bankruptcy of the Borrower or any other Security Party prove for, any amount payable to the Corporate Guarantor by the Borrower or any other Security Party, whether in respect of this Corporate Guarantee or any other transaction;

(b) take or enforce any Security Interest for any such amount;

(c) claim to set off any such amount against any amount payable by the Corporate Guarantor to the Borrower or any other Security Party; or

(d) claim any subrogation or other right in respect of any Finance Document or any sum received or recovered by any Creditor Party under any Finance Document.

9 ENFORCEMENT

9.1 No requirement to commence proceedings against the Borrower or any Security Party

Neither the Security Trustee nor any other Creditor Party will need to commence any proceedings under, or enforce any Security Interest created by, the Loan Agreement or any other Finance Document before claiming or commencing proceedings under this Corporate Guarantee.

9.2 Conclusive evidence of certain matters

However, as against the Corporate Guarantor:

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(a) any judgement or order of a court in England or any other Pertinent Jurisdiction in connection with the Loan Agreement or any other Finance Document; and

(b) any statement or admission in writing of the Borrower in connection with the Loan Agreement or any other Finance Document, shall be binding and conclusive as to all matters of fact and law to which it relates.

9.3 Suspense account

The Security Trustee and any Creditor Party may, for the purpose of claiming or proving in a bankruptcy of the Borrower or any other Security Party, place any sum received or recovered under or by virtue of this Corporate Guarantee or any Security Interest connected with it on a separate suspense or other nominal account without applying it in satisfaction of the Borrower’s obligations under the Loan Agreement or any other Finance Document.

10 REPRESENTATIONS AND WARRANTIES

10.1 General

The Corporate Guarantor represents and warrants to the Security Trustee as follows.

10.2 Status

The Corporate Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands.

10.3 Share capital and ownership

(a) The Corporate Guarantor is authorised to issue 1,000,000,000 registered shares of common stock with a par value of $0.01 each and 500,000,000 registered preferred shares with a par value of $0.01 each, of which 100,131,092 registered shares of common stock have been issued and are outstanding as at the date of this Corporate Guarantee.

(b) The legal title to and beneficial interest in the shares in the Borrower is held free of any Security Interest (other than those created by the Shares Pledge) or any other claim by the Shareholder.

(c) The Borrower is 100 per cent. owned directly or indirectly (but, if indirectly, only through the Shareholder), by the Corporate Guarantor (unless a Permitted Ultimate Beneficial Ownership Change has been effected in accordance with, and subject to, the terms of clause 19.1(k) of the Loan Agreement).

(d) The ultimate beneficial ownership and control of at least 50.1 per cent. of the issued and outstanding common stock of the Corporate Guarantor (and the voting rights attaching to those shares) is held, directly or indirectly, by the Ultimate Beneficial Owner.

10.4 Corporate power

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

(a) to execute the Corporate Guarantor’s Documents; and

6

(b) to make all the payments contemplated by, and to comply with, any Corporate Guarantor’s Document.

10.5 Consents in force

All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them liable to revocation.

10.6 Legal validity and effective Security Interests

The Corporate Guarantor’s Documents do now or, as the case may be, will upon execution and delivery (and, where necessary, pursuant to the Finance Documents):

(a) constitute the Corporate Guarantor’s legal, valid and binding obligations enforceable against the Corporate Guarantor in accordance with their respective terms and such obligations will rank pari passu with all its other present and future unsecured and unsubordinated obligations subject to any relevant insolvency laws affecting creditors’ rights generally; and

(b) (if applicable) create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate.

10.7 No third party Security Interests

Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Corporate Guarantor’s Document:

(a) the Corporate Guarantor will have the right to create all the Security Interests which that Finance Document purports to create; and

(b) no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8 No conflicts

The execution by the Corporate Guarantor of the Corporate Guarantor’s Documents and its compliance therewith will not involve or lead to a contravention of:

(a) any law or regulation; or

(b) the constitutional documents of the Corporate Guarantor; or

(c) any contractual or other obligation or restriction which is binding on the Corporate Guarantor or any of its assets.

10.9 No withholding taxes

All payments which the Corporate Guarantor is liable to make under the Corporate Guarantor’s Documents may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

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10.10 No default

To the knowledge of the Corporate Guarantor, no Event of Default or Potential Event of Default has occurred and is continuing and no such default or Event of Default or Potential Event of Default will result from the entry by the Corporate Guarantor into any Corporate Guarantor’s Document.

10.11 Information

All information which has been provided in writing by or on behalf of the Corporate Guarantor to the Security Trustee or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.3; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.5; and there has been no material adverse change in the financial position or state of affairs of the Group from that disclosed in the latest of those accounts.

10.12 No litigation

No legal or administrative action (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) involving the Corporate Guarantor (other than as disclosed to the Security Trustee and the public filings of the Corporate Guarantor with the US Securities and Exchange Commission), the Borrower or any other Security Party (in the case of the Approved Manager, in connection with the Ship or the Borrower) has been commenced or taken or, to the Corporate Guarantor’s knowledge, is likely to be commenced or taken which, in either case, would be considered material in the context of any Finance Document.

10.13 Provisions of Loan Agreement and other Finance Documents

The Corporate Guarantor is fully familiar with and agrees with all provisions of the Loan Agreement and the other Finance Documents to which the Borrower is a party.

10.14 No Waiver

No oral or written statement has been made to the Corporate Guarantor by or on behalf of the Security Trustee, any other Creditor Party or any other person which could be construed as a waiver of any provisions of this Corporate Guarantee or a statement of intention not to enforce this Corporate Guarantee in accordance with its terms.

10.15 Taxes paid

The Corporate Guarantor has paid all taxes applicable to, or imposed on or in relation to the Corporate Guarantor, its business, the Borrower, the Shareholder and the Ship.

10.16 ISM Code, ISPS Code and Environmental Law compliance

All requirements of the ISM Code, the ISPS Code and any Environmental Law as they relate to the Corporate Guarantor, the Borrower, the Approved Manager and the Ship have been complied with.

10.17 No money laundering

In relation to the borrowing by the Borrower of the Loan, the performance and discharge of its obligations and liabilities under the Corporate Guarantor’s Documents, and the transactions

8

and other arrangements effected or contemplated by the Finance Documents to which the Borrower or the Corporate Guarantor is a party, the Corporate Guarantor confirms (i) that it is acting for its own account; (ii) that the Borrower will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in the Loan Agreement; and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of Directive 2015/849/EC of the European Parliament and of the Council).

10.18 Title and ownership

The Corporate Guarantor has good title to each of the assets owned or purported to be owned by it.

10.19 Submission to jurisdiction and choice of laws

Each submission to jurisdiction, and choice of law, by the Corporate Guarantor contained in any Corporate Guarantor’s Document is effective.

10.20 No adverse consequences in jurisdiction of incorporation

The Lenders, nor any of them, will not be deemed to be resident, domiciled, carrying on business or subject to taxation, in the Marshall Islands by reason only of the negotiation, preparation, execution, performance, enforcement of, and/or receipt of any payment due from the Borrower or the Corporate Guarantor under any Finance Document.

10.21 Accounting reference date

The accounting reference date for the Corporate Guarantor is 31 December.

10.22 Sanctions

(a) None of the Corporate Guarantor, the Borrower or any other Security Party:

(i) and no director or officer, or to the best of its knowledge employee, of the Corporate Guarantor, the Borrower or any other Security Party, is a Prohibited Person;

(ii) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; or

(iii) owns or controls a Prohibited Person.

(b) No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

10.23 US Tax Obligor

None of the Corporate Guarantor, the Borrower or any other Security Party is a US Tax Obligor.

10.24 Repetition of representations and warranties

The representations and warranties set out in this Clause 10 would be true and not misleading if repeated on the first day of each Interest Period.

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11 UNDERTAKINGS

11.1 General

The Corporate Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 11 at all times during the Security Period, except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing.

11.2 Maintenance of status

The Corporate Guarantor will maintain its separate corporate existence and remain in good standing under the laws of the Republic of the Marshall Islands.

11.3 Information provided to be accurate

All financial and other information, including but not limited to factual information, exhibits and reports, which is provided in writing by or on behalf of the Corporate Guarantor under or in connection with this Corporate Guarantee will be true and not misleading and will not omit any material fact or consideration.

11.4 Provision of financial statements

The Corporate Guarantor will send to the Security Trustee:

(a) as soon as possible, but in no event later than 180 days after the end of each financial year of the Corporate Guarantor (commencing with the financial year ended on 31 December 2017), the annual audited consolidated accounts of the Corporate Guarantor for that financial year; and

(b) as soon as possible, but in no event later than 90 days after the end of each three-month period during each financial year of the Corporate Guarantor (commencing with the financial quarter ended on 31 March 2018), the unaudited consolidated accounts for that three-month period of the Corporate Guarantor.

The accounts required to be provided by the Corporate Guarantor under this Clause 11.4 shall include, or shall be supplemented by, updated details of all off balance sheets and time charter hire commitments.

To the extent that the financial statements and other information required to be provided by the Borrower of the Corporate Guarantor to the Security Trustee under this Clause 11.4 are published on the internet by, or on behalf of the Corporate Guarantor, such statements and information must be made immediately available to the Security Trustee and in any event within 5 Business Days of such publication.

11.5 Form of financial statements

All accounts (audited and unaudited) delivered under Clause 11.4 will:

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

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

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(c) fully disclose or provide for all significant liabilities of the Group.

11.6 Shareholder and creditor notices

The Corporate Guarantor will send the Security Trustee, upon the Security Trustee’s request, copies of all communications which are despatched to the Corporate Guarantor’s shareholders or creditors or any class of them unless it is clear that such communications cannot be considered material in the context of any Finance Document.

11.7 Consents

The Corporate Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:

(a) for the Corporate Guarantor to perform its obligations under each Corporate Guarantor’s Document; or

(b) for the validity or enforceability of the Corporate Guarantor’s Documents,

and the Corporate Guarantor will comply with the terms of all such consents.

11.8 Notification of litigation

The Corporate Guarantor will provide the Security Trustee with details of any legal or administrative action involving the Corporate Guarantor, the Borrower, any other Security Party, any other member of the Group, the Ship, the Earnings or the Insurances as soon as such action is instituted or it becomes apparent to the Corporate Guarantor that it is likely to be instituted, which might have a Material Adverse Effect.

11.9 Principal place of business

The Corporate Guarantor has no place of business in the United Kingdom or the United States of America.

11.10 Confirmation of no default

The Corporate Guarantor will, within 2 Business Days after service by the Security Trustee of a written request, serve on the Security Trustee a notice which is signed by an authorised signatory of the Corporate Guarantor and which:

(a) states that no Event of Default or Potential Event of Default has occurred; or

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

11.11 Notification of default

The Corporate Guarantor will notify the Security Trustee as soon as the Corporate Guarantor becomes aware of:

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

(b) any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

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and will thereafter keep the Security Trustee fully up to date with all developments.

11.12 Provision of further information

The Corporate Guarantor will, as soon as practicable after receiving the request, provide the Security Trustee with any additional financial or other information relating to:

(a) the Corporate Guarantor, the Borrower, any other Security Party, the Group, the Ship, the Earnings and the Insurances (including, without limitation, balance sheets and details of charter-hire commitments); or

(b) any other matter relevant to, or to any provision of, a Corporate Guarantor’s Document,

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

11.13 ISM Code, ISPS Code compliance and Environmental Laws

The Corporate Guarantor shall ensure that all requirements of the ISM Code, the ISPS Code and any Environmental Laws as they relate to the Corporate Guarantor, the Borrower, the Approved Manager and the Ship shall at all time be complied with.

11.14 Provision of copies and translation of documents

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

11.15 “Know your customer” checks

If:

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

(b) any change in the status of the Corporate Guarantor, the Borrower or any other Security Party after the date of this Corporate Guarantee; or

(c) a proposed assignment or transfer by a Lender of any of its rights and obligations under the Loan Agreement or any other Finance Document to a party that is not a Lender prior to such assignment or transfer, obliges the Agent or any Lender (or, in the case of paragraph (c), any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Corporate Guarantor shall promptly upon the request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event described in paragraph (c), on behalf of any prospective new Lender) in order for the Agent, the Lender concerned or, in the case of the event described in paragraph (c), any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your

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customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

11.16 Environmental compliance

The Corporate Guarantor shall, and shall procure that the Borrower and each other Security Party will:

(a) comply with all Environmental Laws;

(b) obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law, where failure to do so has or is reasonably likely to have a Material Adverse Effect.

11.17 Environmental claims

The Corporate Guarantor shall, and shall procure that the Borrower and each other Security Party will, promptly upon becoming aware of the same, inform the Security Trustee in writing of:

(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

11.18 Financial covenants

The Corporate Guarantor shall ensure that at all times during the Security Period the following covenants shall be complied with:

(a) the Working Capital shall be greater than zero;

(b) it has Cash and Cash Equivalents of the Corporate Guarantor (on a consolidated basis) of at least $15,000,000; and

(c) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets shall be less than 50 per cent.

In this Clause 11.16:

“Cash and Cash Equivalents” means, at any relevant time, the aggregate of:

(a) cash in hand or on deposit with any bank;

(b) Marketable Securities valued at their then published market value rates owned by the members of the Group at that date; and

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(c) any other instrument, security or investment approved by the Majority Lenders,

(d) which are free from any Security Interest and/or restrictions and to which any member of the Group is beneficially entitled at that time and which are readily available to the members of the Group and capable of being applied against Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to a Security Interest if the sole purpose of such deposit and/or restriction and/or Security Interest is the maintenance of a minimum liquidity covenant under borrowing arrangements of any member of the Group, as demonstrated by the Latest Financial Statements;

“Current Assets” means, in respect of any Relevant Period, the amount of the current assets of the Corporate Guarantor and the members of the Group (on a consolidated basis) as shown in the Latest Financial Statements;

“Current Liabilities” means, in respect of any Relevant Period, the amount of the current liabilities of the Corporate Guarantor and the members of the Group (on a consolidated basis) (as shown in the Latest Financial Statements) less the current liabilities maturing after six (6) months of the relevant Testing Date, as shown in the Latest Financial Statements;

“Fleet Vessels” means all vessels (including the Ship) from time to time directly or indirectly owned by the Corporate Guarantor (each, a “Fleet Vessel”);

“Latest Financial Statements” means the financial statements of the Corporate Guarantor which are required to be delivered pursuant to Clause 11.4 relating to a period ending on a Testing Date;

“Market Value” means, in relation to each Fleet Vessel, the market value thereof calculated in accordance with clause 15.3 of the Loan Agreement;

“Market Value Adjusted Total Assets” means, in respect of any Relevant Period, Total Assets adjusted to reflect the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels;

“Marketable Securities” means any bonds, stocks, notes or bills payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Agent;

“Net Market Value Adjusted Total Assets” means, in respect of any Relevant Period, Market Value Adjusted Total Assets less Cash and Cash Equivalents, each as shown in the Latest Financial Statements;

“Relevant Period” means each period of three months ending on 31 March, 30 June, 30 September and 31 December in each financial year of the Corporate Guarantor;

“Testing Date” means the last date of any quarterly period at the end of which the financial statements of the Corporate Guarantor that are required to be delivered pursuant to Clause 11.4 are prepared;

“Total Assets” means, in respect of any Relevant Period, the aggregate book value of all current assets, fixed assets, and other assets and restricted cash of the Corporate Guarantor on a consolidated basis as shown in the Latest Financial Statements but excluding any assets held on trust;

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“Total Liabilities” means, in respect of any Relevant Period, the aggregate book value of all liabilities of the Corporate Guarantor at any time on a consolidated basis as shown in the Latest Financial Statements;

“Total Net Liabilities” means, in respect of any Relevant Period, Total Liabilities less Cash and Cash Equivalents, each as shown in the Latest Financial Statements; and

“Working Capital” means, in respect of any Relevant Period, Current Assets less Current Liabilities.

11.19 Testing

The financial covenants set out in Clause 11.16 shall be calculated as per each Testing Date in accordance with GAAP and tested by reference to each of the financial statements of the Corporate Guarantor delivered pursuant to Clause 11.4 and/or each Compliance Certificate delivered pursuant to Clause 11.20.

11.20 Compliance Certificate

(a) The Corporate Guarantor shall supply to the Security Trustee, with each set of financial statements delivered pursuant to Clause 11.4, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 11.18 as at the date as at which those financial statements were drawn up and including, without limitation, valuations (at the cost of the Corporate Guarantor) in a form acceptable to the Agent evidencing the Market Value of each Fleet Vessel.

(b) Each Compliance Certificate shall be signed by an officer or any other authorised signatory of the Corporate Guarantor.

11.21 No disposal of assets

The Corporate Guarantor shall procure that neither the Borrower nor the Shareholder will enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation the Ship, the Earnings or the Insurances) which is, in the case of the Shareholder, the subject of the Security Interest created or intended to be created by the Finance Documents.

11.22 Change of business

The Corporate Guarantor shall not, and shall procure that neither the Borrower nor any other Security Party nor any other member of the Group will, make any substantial change to the nature of its business from that existing at the date of this Corporate Guarantee.

11.23 Merger

The Corporate Guarantor shall not, and shall procure that neither the Borrower nor any other Security Party will, enter into any form of merger, or demerger, amalgamation or any form of reconstruction or reorganisation (except in the case of a reorganisation of the Borrower arising in connection with a Permitted Ultimate Beneficial Ownership Change and subject to clause 19.1(k) of the Loan Agreement).

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11.24 Dividends

The Corporate Guarantor shall not make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital following the occurrence of an Event of Default which is continuing or where the making or payment of such dividend or distribution would result in the occurrence of an Event of Default.

11.25 Pari passu ranking

The Corporate Guarantor shall ensure that at all times any unsecured and unsubordinated claims of a Creditor Party against it under the Corporate Guarantor’s Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

11.26 Accounting reference date

The Corporate Guarantor shall not change its year end accounting reference date.

11.27 Securitisation

The Corporate Guarantor shall, and shall procure that the Borrower and each other Security Party (other than an Approved Manager) will, assist the Agent and/or any Lender in achieving a successful securitisation (or similar transaction) in respect of the Loan and the Finance Documents and the Corporate Guarantor’s, the Borrower’s or that Security Party’s reasonable costs for providing such assistance shall be met by the relevant Lender.

11.28 Constitutional documents

The Corporate Guarantor shall not allow any amendment or variation to its constitutional documents unless such amendment or variation would clearly be immaterial to this Corporate Guarantee and the other Finance Documents.

12 JUDGMENTS AND CURRENCY INDEMNITY

12.1 Judgments relating to Loan Agreement

This Corporate Guarantee shall cover any amount payable by the Borrower under or in connection with any judgment relating to the Loan Agreement or any other Finance Document.

12.2 Currency indemnity

In addition, clause 21.4 (currency indemnity) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this Corporate Guarantee.

13 SET OFF

13.1 Application of credit balances

Each Creditor Party may without prior notice:

(a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Corporate Guarantor at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Corporate Guarantor to that

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Creditor Party under this Corporate Guarantee or any other Corporate Guarantor’s Document; and

(b) for that purpose:

(i) break, or alter the maturity of, all or any part of a deposit of the Corporate Guarantor;

(ii) convert or translate all or any part of a deposit or other credit balance into Dollars; and

(iii) enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.

13.2 Existing rights unaffected

No Creditor Party shall be obliged to exercise any of its rights under Clause 13.1; and those rights shall be without prejudice and in addition to any right of set off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).

13.3 Sums deemed due to a Creditor Party

For the purposes of this Clause 13, a sum payable by the Corporate Guarantor to the Security Trustee for distribution to, or for the account of, a Creditor Party shall be treated as a sum due to that Creditor Party; and each Creditor Party’s proportion of a sum so payable for distribution to, or for the account of, the Creditor Parties shall be treated as a sum due to that Creditor Party.

14 SUPPLEMENTAL

14.1 Continuing guarantee

This Corporate Guarantee shall remain in force as a continuing security at all times during the Security Period.

14.2 Rights cumulative, non-exclusive

The Security Trustee’s rights under and in connection with this Corporate Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

14.3 No impairment of rights under Corporate Guarantee

If the Security Trustee omits to exercise, delays in exercising or invalidly exercises any of its rights under this Corporate Guarantee, that shall not impair that or any other right of the Security Trustee under this Corporate Guarantee.

14.4 Severability of provisions

If any provision of this Corporate Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

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14.5 Corporate Guarantee not affected by other security

This Corporate Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set off or netting or to combine accounts which the Security Trustee or any other Creditor Party may now or later hold in connection with any Finance Document.

14.6 Corporate Guarantor bound by Loan Agreement and the other Finance Documents

The Corporate Guarantor agrees with the Security Trustee to be bound by all provisions of the Loan Agreement and the other Finance Documents in the same way as if those provisions had been set out (with any necessary modifications) in this Corporate Guarantee.

14.7 Applicability of provisions of Corporate Guarantee to other Security Interests

Any Security Interest which the Corporate Guarantor creates (whether at the time at which it signs this Corporate Guarantee or at any later time) to secure any liability under this Corporate Guarantee shall be a principal and independent security, and Clauses 3 and 17 shall, with any necessary modifications, apply to it, notwithstanding that the document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 and 17.

14.8 Applicability of provisions of Corporate Guarantee to other rights

Clauses 3 and 17 shall also apply to any right of set off or netting or to combine accounts which the Corporate Guarantor creates by an agreement entered into at the time of this Corporate Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 17), being an agreement referring to this Corporate Guarantee.

14.9 Corporate Guarantor’s approval of Loan Agreement and the other Finance Documents

The Corporate Guarantor has read the Loan Agreement and each of the other Finance Documents and understands and approves all the terms and conditions of the Loan Agreement and each of the other Finance Documents.

14.10 Third Party Rights

A person (other than a Creditor Party) who is not a party to this Corporate Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Corporate Guarantee.

15 ASSIGNMENT

15.1 Assignment by Security Trustee

The Security Trustee may transfer or assign its rights under and in connection with this Corporate Guarantee to the same extent as it may transfer or assign its rights under the Loan Agreement and/or the Agency and Trust Agreement.

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16 NOTICES

16.1 Notices to Corporate Guarantor

Any notice or demand to the Corporate Guarantor under or in connection with this Corporate Guarantee shall be given by letter or fax at:

c/o TMS Dry Ltd.Athens Licenced Shipping Office11 Fragkokklisias Street15125, MaroussiAttiki, Greece

Fax: +30 210 8090205Email: finance@tms-management.orgAttn: Mr. Dimitrios Glynos

or to such other address which the Corporate Guarantor may notify to the Security Trustee.

16.2 Application of certain provisions of Loan Agreement

Clauses 28.3, 28.4, 28.5, 28.6, 28.7 and 28.8 of the Loan Agreement apply to any notice or demand under or in connection with this Corporate Guarantee.

16.3 Validity of demands

A demand under this Corporate Guarantee shall be valid notwithstanding that it is served:

(a) on the date immediately following the date on which the amount to which it relates is payable by the Borrower under the Loan Agreement or any other Finance Document; or

(b) at the same time as the service of a notice under clause 19.2 of the Loan Agreement, and a demand under this Corporate Guarantee may refer to all amounts payable under or in connection with the Loan Agreement or any other Finance Document without specifying a particular sum or aggregate sum.

16.4 Notices to Security Trustee

Any notice to the Security Trustee under or in connection with this Corporate Guarantee shall be sent to the same address and in the same manner as notices to the Security Trustee under the Loan Agreement.

17 INVALIDITY OF LOAN AGREEMENT

17.1 Invalidity of Loan Agreement

In the event of:

(a) the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

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(b) without limiting the scope of paragraph (a), a bankruptcy of the Borrower, the introduction of any law or any other matter resulting in the Borrower being discharged from liability under the Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue),

this Corporate Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan Agreement had been and remained entirely valid, legal and enforceable, or the Borrower had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Borrower had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Corporate Guarantee to amounts payable by the Borrower under or in connection with the Loan Agreement shall include references to any amount which would have so been or become payable as aforesaid.

17.2 Invalidity of other Finance Documents

Clause 17.1 also applies to each of the other Finance Documents to which the Borrower is or, as the case may be, may become a party.

18 GOVERNING LAW AND JURISDICTION

18.1 English law

This Corporate Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

18.2 Exclusive English jurisdiction

Subject to Clause 18.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

18.3 Choice of forum for the exclusive benefit of the Security Trustee

Clause 18.2 is for the exclusive benefit of the Security Trustee, which reserves the rights:

(a) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Corporate Guarantor shall not commence any proceedings in any country other than England in relation to a Dispute.

18.4 Process agent

The Corporate Guarantor irrevocably appoints Ince Process Agents Limited at its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London E18QN, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

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18.5 Creditor Party rights unaffected

Nothing in this Clause 18 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

18.6 Meaning of “proceedings” and “Dispute”

In this Clause 18, “proceedings” means proceedings of any kind, including an application for a provisional or protective measure and a “Dispute” means any dispute arising out of or in connection with this Corporate Guarantee (including a dispute relating to the existence, validity or termination of this Corporate Guarantee) or any non-contractual obligation out of or in connection with this Corporate Guarantee.

19 BAIL-IN

19.1 Contractual recognition of bail-in

(a) Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each party to this Corporate Guarantee acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(i) any Bail-In Action in relation to any such liability, including (without limitation):

(A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(C) a cancellation of any such liability; and

(ii) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

(b) Each Creditor Party may enforce and enjoy the benefit of this Clause 19 subject to the provisions of the Contracts (Rights of Third Parties) Act 1999.

IN WITNESS whereof this Corporate Guarantee has been executed by or on behalf of the parties as a deed and has, on the date stated at the beginning of this Corporate Guarantee, been delivered as a deed.

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EXECUTION PAGE

CORPORATE GUARANTOR

EXECUTED AND DELIVERED AS A DEEDby DRYSHIPS INC. acting by Dimitrios Glynos expressly authorised in accordance with the laws of the Marshall Islands in the presence of   ILIAS VASSILIOS TSIGOS ATTORNEY-AT-LAW WATSON FARLEY & WILLIAMS348 SYNGROU AVENUE176 74 KALLITHEAATHENS – GREECE ) ) ) ) ) ) )   /s/ Dimitrios Glynos     /s/ Ilias Vassilios Tsigos

SECURITY TRUSTEE

EXECUTED AND DELIVERED AS A DEEDby DVB BANK SE acting by Erica LaCombe in the presence of   ILIAS VASSILIOS TSIGOS ATTORNEY-AT-LAW WATSON FARLEY & WILLIAMS348 SYNGROU AVENUE176 74 KALLITHEAATHENS – GREECE ) ) ) ) ) ) )   /s/ Erica LaCombe   /s/ Ilias Vassilios Tsigos

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SCHEDULE 1

FORM OF COMPLIANCE CERTIFICATE

To: DVB Bank SEPlatz der Republik 6D-60325, Frankfurt Am-MainGermany

From: Dryships Inc.Trust Company Complex Ajeltake RoadAjeltake IslandMH96960, MajuroMarshall Islands

Dated: [●]

Dear Sirs

Rightmove Owners Inc. - $30,000,000 Loan Agreement dated 11 October 2013 (as amended and restated by an amending and restating agreement dated 1 June 2018 and further amended, supplemented and/or restated from time to time (the “Loan Agreement”) and a corporate guarantee dated 1 June 2018 (as amended, supplemented and/or restated from time to time, the “Corporate Guarantee”)

1 We refer to the Loan Agreement and the Corporate Guarantee.  This is a Compliance Certificate.  Terms defined in the Loan Agreement and the Corporate Guarantee have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that:

(a) an amount of not less than $500,000 remains credited to the Earnings Account;

(b) as at the 3-month period ending on [e] to which the financial statements referred to below were prepared, the Corporate Guarantor is in compliance with the following covenants under Clause [●](financial covenants)of the Corporate Guarantee:

(i) the Working Capital is [●];

(ii) the Cash and Cash Equivalents are $[●];

(iii) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets is [●]; and

(iv) To evidence such compliance, we attach a copy of the latest [annual][quarterly] consolidated financial statements of the Group together with calculations and evidence setting out in reasonable detail the data and calculations made above (including valuations in a form acceptable to the Agent evidencing the Market Value of each Fleet Vessel which were used to calculate the Market Value Adjusted Total Assets of the Group as at [●]).

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3 We confirm that no Event of Default or Potential Event of Default is continuing. *

Signed: _____________________[Authorised Signatory]ofDRYSHIPS INC.

*If this statement cannot be made, the Compliance Certificate should identify any Event of Default or Potential Event of Default that is continuing and the steps, if any, being taken to remedy it.

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EX-4.42

Exhibit 4.42

SUPPLEMENTAL AGREEMENT dated 31^st May 2018 to an Agreement dated as of 9^th December 2016 made by and between DRYSHIPS INC. on one part and TMS BULKERS LTD. and TMS OFFSHORE SERVICES LTD. on the other part (hereinafter referred as the “Agreement”),

THIS SUPPLEMENTAL AGREEMENT is made by and between

(1) DRYSHIPS INC. (hereinafter referred as “DRYS”); and

(2) TMS BULKERS LTD. (hereinafter referred as “TMS BULKERS”)

(3) TMS OFFSHORE SERVICES LTD. (hereinafter referred as “TMS OFFSHORE”)

(4) TMS DRY LTD. (hereinafter referred as “TMS DRY”),

(5) TMS TANKERS LTD. (hereinafter referred as “TMS TANKERS”) and

(6) TMS CARDIFF GAS LTD. (hereinafter referred as “TMS CARDIFF”)

WHEREAS:

(A) Pursuant to the Agreement TMS BULKERS and TMS OFFSHORE are providing the management services referred therein to DRYS and its subsidiaries a fleet of vessels of various types (the “Management Services”).

(B) TMS DRY, TMS TANKERS and TMS CARDIFF are providers of management services in the shipping industry.

(C) TMS DRY, TMS TANKERS and TMS CARDIFF wish to become parties to the Agreement and provide the Management Services.

(D) DRYS, TMS SULKERS and TMS OFFSHORE are agreeable that TMS DRY, TMS TANKERS and TMS CARDIFF become parties to the Agreement and provide the Management Services.

IT IS AGREED THAT:

1. Interpretation

1.1 In this Supplemental Agreement:

“Effective Date” means “1^st January 2017”

1.2 All words and expressions defined in the Agreement shall have the same meaning when used in this Supplemental Agreement unless the context otherwise requires.

2. Amendments to the Agreement

Witheffect from the Effective Date, the Agreement shall be read and construed as if TMS DRY, TMS TANKERS and TMS CARDIFF were parties thereto.

3. Confirmation and Undertakings

3.1 As from the Effective Date, TMS DRY, TMS TANKERS and TMS CARDIFF are bound by the provisions of and are parties to the Agreement.

3.2 DRYS and TMS BULKERS and TMS OFFSHORE confirm that all of its obligations under or pursuant to the Agreement remain in full force and effect, as if all references in the Agreement were references to the Agreement as amended and supplemented by this Supplemental Agreement.

3.3 The definition of any term defined in the Agreement shall, to the extent necessary, be modified to reflect the addition of parties to the Agreement made by this Supplemental Agreement.

3.4 The provisions of this Supplemental Agreement shall be binding upon and inure to the benefit of the parties to this Supplemental Agreement and their respective successors and assigns.

4. Law and Jurisdiction

4.1 The provisions of clause 6 of the Agreement shall apply to this Supplemental Agreement as if they were set out in full and as if references to the Agreement were references to this Supplemental Agreement.

IN WITNESS of which the parties to this Supplemental Agreement have executed this Supplemental Agreement the day and year first before written.

/s/ Dimitrios Dreliozis	/s/ Aikaterini Pagkalou
For and on behalf of DRYS By: Mr. Dimitrios Dreliozis Title: Vice President - Finance	For and on behalf of TMS BULKERS By: Ms. Aikaterini Pagkalou Title: Legal Representative

/s/ Gerasimos Amourgis	/s/ Dimitrios Koukoulas
For and on behalf of TMS OFFSHORE By: Mr. Gerasimos Amourgis Title: Legal Representative	For and on behalf of TMS DRY By: Mr. Dimitrios Koukoulas Title: Legal Representative

/s/ Georgios Kourelis	/s/ Ioannis Psilpoulos
For and on behalf of TMS TANKERS By: Mr. Georgios Kourelis Title: Legal Representative	For and on behalf of TMS CARDIFF By: Ioannis Psilpoulos Title: Legal Representative

EX-4.43

Exhibit 4.43

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated 6th June 2018

Contract No.  2018-063

SELENE OWNING COMPANY LIMITED, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell,

and

Zhejiang Wanming Shipping Ltd, 3rd Floor, No. 81, Renmin Road, Gaoting Town, Daishan County, Zhejiang Province, China or its GUARANTEED nominee (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Import Agent:  Shanghai CP INTL Ship Management & Borker Co., Ltd (as agents only)

Name of vessel: m/v Bargara

IMO Number: 9261360

Classification Society: BV

Class Notation: I+Hulls, +MACH, Bulk Carrier ESP – heavycargo-nonhomload Holds No. 2,4 & 6 may be empty, unrestricted navigation, +AUT – UMS

Year of Build: 2002	Builder/Yard: Hudong – Zhonghua Shipbuilding (Group) Co. Ltd.
Flag: Malta	Place of Registration: Valletta	GT/NT: 40437/25855

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Greece, UK, Malta, USA, Singapore and China (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means PRC Flag (state flag state).

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means HOLMAN FENWICK WILLAN SINGAPORE (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit & Balance in accordance with this Agreement.

“Balance” means ninety percent balance and all other monies payable under the MOA.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers, and the Buyers and the Buyers' Import Agent.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means TBA (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means TBA (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the Deposit and bBalance of the Purchase Price.

1. Purchase Price

The Purchase Price is USD 9,180,000.00 (United States Dollars Nine Million One Hundred and Eighty Thousand) (state currency and amount both in words and figures).

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of __% (__ per cent) or, if left blank, 10% (ten per cent) in full free of bank charges, of the Purchase Price (the “Deposit”) in an interest bearing joint escrow account for the Parties with the Deposit Holder within three (3) five (5) Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax.; The Buyers to countersign the MOA within one (1) banking day after receipt of the MOA executed by the Sellers as email attached and

(ii) The Deposit Holder has confirmed in writing to the Parties that the escrow account has been opened.  Both Parties shall provide immediately to the Deposit Holder all requested documentation for KYC purposes and shall execute the Escrow Account Agreement without delay and

(iii) all subjects of the MOA have been lifted

whichever the latest.

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank chargesto the Sellers’ Account.

The 90% (ninety per cent) balance of the Purchase Price and all other monies payable under the MOA shall be prepaid via Buyers’ Import Agent via telegraphic transfer in full free of bank charges to the Deposit Holder’s account before the expected delivery date in Buyers’ name and shall be released together with the Deposit free of bank charges to the Sellers’ nominated account not later than three (3) Banking Days after the date that Notice of Readiness has been given.

Any banking or law firm fees/expenses for holding said deposit and closing to be equally bourne by Buyers and Sellers.

The full purchase price is deemed to have been paid by the Buyers upon receipt by Sellers and Buyers from the Deposit Holder of a copy of the Deposit Holder’s Application for Outward Remittance/ Cashiers Order stamped by the Deposit Holder’s bank as evidence what the remittance of the purchase funds under the MOA has been made.  When above evidence of remittance has been received, the signed Protocol of Delivery and Acceptance will be timed by Sellers and Buyers and the delivery documents as per Addendum to MOA will be exchanged between Sellers and Buyers as appropriate.

Regarding Original free of encumbrances certificate

An email copy of the Clean Transcript, issued by the MMA on date of delivery or one day prior to it, be available at the Closing meeting in Singapore and Sellers to provide Buyers with an Undertaking to send to Buyers by courier original of the Clean Transcript within 3 Banking days after delivery of the vessel.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel’s classification records.  The Buyers have also inspected the Vessel at/in ________(state place) on __________(state date) and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessels classification records without such Class records’ inspection being a subject to the MOA and declare whether same are accepted or not within _______ (State date/period).

However, for import purposes, the Sellers will allow the Buyers to arrange inspection by CCS Surveyors in Qinhuangdao, China and this deal is subject to obtaining the approval of the Chinese Authority to fly Chinese flag which to be declared within 7 (seven) days after completion of CCS inspection.

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered and taken over safely afloat at a safe and always accessible berth at Buyers’ nominated shipyard in Zhoushan, China not earlier than 15th July 2018 and not later than 15th August 2018 in Sellers’ option or anchorage at/in (state place/range) in the Sellers’ option.

Notice of Readiness shall not be tendered before: ________ (date).

Cancelling Date (see Clauses 5(c),6 (a)(i), 6 (a) (iii) and 14): 15th August 2018 in Buyers’ option

If however berth is not available at the time of delivery then the vessel shall be delivered at a safe and accessible anchorage of the shipyard.

(b) After MOA signed Tthe Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with fifteen (15), twenty (20), ten (10), five (5) and three (3) days’ approximate and one (1) day’s definite notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

Buyers will nominate the exact location of shipyard upon receiving Sellers 15 days’ delivery notice.

All the risk and costs before delivery including but not limited to costs involved for entering into berth of Buyers’ nominated shipyard (including pilotage and/or tugs if required) should be for the Sellers account.  All the risk and costs after delivery should be for the Buyers account.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Upon arrival at inner anchorage of the delivery place and provided a berth is available, Buyers warrant to bring the ship alongside within two (2) working days after Sellers tender valid NOR for delivery.  However, Buyers have three (3) banking days to take over and pay for the vessel once sellers have tendered NOR to the Buyers for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

Vessel to be delivered without dry docking.

However, Buyers shall have the right to carry out an underwater inspection at a port designated by Sellers prior to Vessel’s delivery as delivery port of Zhoushan is not suitable for UWI.

(a)*

(i) The Buyers shall have the right option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions of the port designated by the Sellers at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The sale to include everything belonging to Vessel on board, on shore and on order, including stores, provisions, radio and navigational equipment at the date of the MOA.

Only excluded items are personal effects of the master/crew and masters stop chest, company documents including Vessel’s ISM and Management Manuals which Buyers have the right to take copies at their expense, certificates etc. that have to be returned to authorities and following list of items on hire:

a. Oxygen/Acetylene/Freon Gas Bottles

b. All Log Books for Deck and Engine with Buyer’s right to photocopy available logs onboard at their own expense

c. All ISPS, ISM And quality documentation and correspondence

d. Vessel’s wireless e-mail system and server

e. Training video library, books.

f. Crew/Officers library / walport videos

g. All Master’s Stopchest/Bonded stores, all Master’s and crew’s personal belongings.

h. Personal lap-top computers

i. Personal cell phones

j. Contents of Master’s safe

k. Works of Art, Originals, copies, prints, statues

l. Certificates/documents to be returned to authorities

Any excluded/hired items which may affect Vessel’s seaworthiness or clean certificates (incl but not limited to liferafts), to be replaced by similar owned items by the Sellers if removed.

At the port and date delivery.  Buyers shall take over the remaining bunkers on board and pay extra to the Sellers at Singapore Platts as published one (1) Banking Day prior the delivery date.  Buyers also shall pay extra for unused lubricating oils in designed storage tanks and sealed drums/palls that have not passed through the Vessel’s system at Sellers last net purchase prices, but excluding barging expenses, as evidenced by invoices or vouchers.

Quantities of remaining bunkers and unused lubricating oils onboard are to be measured jointly by the representative onboard two (2) days before delivery and adjusted accordingly on the day of delivery and a relevant statement to be agreed and signed by the Sellers and the Buyers representatives.

Due to Chinese customs requirements, bunker quantities remaining on board (ROB) upon delivery for both IFO and MDO/MGO shall be less than 30% its total tank capacity respectively.  If the last port of the Vessel’s call is Taiwan, Hong Kong or Macau of PR China, prior to calling Chinese mainland for delivery the remaining total bunkers ONBOARD IFO and MGO shall not be more than vessels 5% of the vessels total capacity of IFO and MGO respectively.

Should, despite Sellers’ best endeavors, the HFO and the MDO quantities remaining on board at the time of delivery be excesses aforesaid quantities the NOR shall be deemed invalid and it shall then be Sellers responsibility to arrange for de-bunkering of the excessive quantities of bunkers.  All the cost associated with such de-bunkering to be borne by the Sellers.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

the sale without compensation: _______ (include list)

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port.

for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: at the Deposit Holder’s office

Sellers and Buyers to provide a list of closing documents reasonably required for the registration of the Vessel which are to be mutually agreed and incorporated into the MOA as an Addendum to the MOA thereto.

Same is not to delay the signing of the MOA and the subsequent lodging of the deposit, however to be agreed without unnecessary delay.

At the time of delivery the Sellers shall hand over to the Buyers all classification certificates as well as all plans/instruction books/manuals/etc. which are on board the Vessel whereas all operational and technical documentation which exist ashore in Sellers’ possession shall be promptly forwarded to Buyers immediately after ships delivery at Buyers’ expenses.

The Sellers may keep the vessel’s log books, but the Buyers to have the right to make copies of same.

After deposit is lodged the Buyers have the right to request and receive in copy of all certificates (Class, Trading, Statutory etc) including but limited to Safe Manning, DOC, SMC, CSR, Radio License, International Tonnage Registration certificate as required for the Buyers’ new registration.

The Agreement to be executed in 6 original copies, 1 for the Sellers.

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than five (5) days(state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above the documentary addendum, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other claims or debts whatsoever, and is not subject

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

to Port State or other administrative detentions. In order not to delay delivery of the Vessel The Sellers hereby undertake to indemnify the Buyers against all consequences of any potential claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11. Condition on delivery

Vessel shall be delivered charter free, cargo free, free of stowaways, free of average damage affecting class, substantially in the same condition as she was at the date of CCS inspection, fair wear and tear excepted and with present class fully maintained, free of conditions/recommendations, free of average damage affecting class and with all her class, trading certificates, both national and international as required under her present flag, to be clean, valid and un-extended at the time of delivery to Buyers.

The Vessels CMS items shall be valid and up to date without outstanding at the time of delivery.  The Vessel shall be delivered with her cargo holds fully clean and swept, and free of cargo and cargo residues.  Howver, the Sellers have the option to deliver Vessel with her cargo holds as they are left by stevedores after completion of cargo onboard by paying the Buyers a lumpsum of USD 4,200, in lieu of cargo hold cleaning.

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates per the documentary addendum referred to in Clause 8, as well as all other certificates the Vessel had at the time of inspection, clean, valid and unextended without condition/ recommendation* by the Classification Society or the relevant authorities and which to be valid for a minimum period of at least three (3) months at the time of delivery.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

When MOA has been signed and 10% Deposit has been lodged, the Buyers shall have the right to place two (2) representatives on-board the Vessel for familiarization purposes only.

Buyers representatives shall sign Sellers’ P&I Club standard letter of indemnity prior to their embarkation.

The Buyers crew are allowed to board the Vessel two (2) hours prior to the expected time of physical delivery of the Vessel to facilitate the takeover of the Vessel.

However, the Buyers crew to remain at one location under the direction of the master of the Vessel and not to interfere with Vessels operations.  If the delivery of the Vessel does not happen within 6 hours from the time the Buyers crew board the Vessel, then the Buyers crew shall disembark and only the two (2) Buyers representatives shall remain on board.

At 3 days before delivery, the Buyers have the right to place onboard 2 representatives and 4 more Buyers’ officers and crew during daytime only.  The Sellers officers shall reasonably and as practical as possible without delays to the Vessel’s delivery schedule and always at Master’s supervision, explain and show the Vessel’s main operation functions to their opposite persons of the Buyers.

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out of or in connection with this Agreement shall be

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

referred to arbitration at ______(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing and exchanged through the brokers involved.

Contact details for recipients of notices are as follows:

For the Buyers:  via broker

For the Sellers:  via broker

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19.     Not-blacklisted Confirmation

Sellers to provide a letter confirming that to the best of their knowledge the vessel is not blacklisted by any Arab organisation of Damascus league or any other country or organisation.

20.     Confidentiality

This offer and subsequent discussions/negotiations are to be kept strictly private and confidential between Buyers and Sellers and all other parties involved except where required by statutory or requirements for stocklisted companies.  However, should the sale of any other details relating to the sale become know or reported in the market, neither the Sellers nor the Buyers shall have the right to withdraw from the sale or fail to fulfil all their obligations under the MOA.

21.

The Sellers confirm in writing at the time of closing that the Vessel’s Owners, Managers and Beneficial Owners are not listed as Sanction Entities of individual under USA, EU and UN sanctions and are not part of OPAC list.

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ Georgios A. Kaklamanos	/s/ Wang Wei
Name:  Georgios A. Kaklamanos	Name: Wang Wei
Title: Attorney-in-fact	Title: Attorney-in-fact

For and on behalf of the Buyers Import Agent

Name:

Title:

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

EX-4.44

Exhibit 4.44

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Contract No. NX2018001

Dated 11th June 2018

Argo Owning Company Limited of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and

Ningbo Economic and Technological Development Zone Longsheng Shipping Co., Ltd., address : Room 906, No.21 Laodong Road, Beilun, Ningbo, Zhejiang, 315800 China, hereinafter called the “Buyers”, have agreed to buy:.

“Buyers’ Import Agent means “Zhejiang Nan Xin Shipping Co., Ltd.” of Floor 7, 488 Hengshan Road, Beilun, Ningbo, Zhejiang, 315800 P. R. China that will be acting as Import Agent and will remit the Purchase Price plus all other monies payable under this Agreement.  Their role is as Import Agent only and the Buyers to remain ultimately and fully responsible for the true and correct fulfilment of this Agreement.  The Import Agent will also sign on the signature page of this Agreement (Name of buyers and Import Agent), hereinafter called the “buyers”, have agreed to buy:

Name of vessel: REDONDO

IMO Number: 9211597

Classification Society: NK

Class Notation: Classification Characters(s) : NS (Bulk Carrier) (ESP) (PSCM) MNS

               Descriptive Note (s) : Strengthened for heavy cargo loading where hold nos. 2,4 & 6 may be empty

Year of Build: 21st July, 2000	Builder/Yard: Hudong-Zhonghua Shipbuilding (Group) Co., Ltd, China
Flag: Malta	Place of Registration: Valletta	GT/NT: 40562/26139

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Athens of Greece, London of UK, China, Malta, Hong Kong and U.S.A. (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means P.R. China (state flag state).

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Funds Holder” means HOLMAN FENWICK WILLAN, HONG KONG [ Fullstyle:  Ms. Angie Lo, Direct Line:  +852-39837779, Tel.:  852-39837786, Email:  angie.lo@hfw.com, Fax No.:  +852-39837766, Address: HFW, 15th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong] (state name and location of Deposit Funds Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit Total in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers, and the Buyers and the Buyers’ Import Agent (as the context may require).

“Purchase Price” means the price for the vVessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means to be advised(state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means to be advised (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Total Price.

1. Purchase Price

The Purchase Price is USD7,500,000.-cash (United States Dollars Seven Million Five Hundred Thousand) (state currency and amount both in words and figures). – CIFQinhuangdao, P.R. China

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of__% (__ per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and

(ii) The Deposit Holder has confirmed in writing to the Parties that the account  has been opened.

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank chargesto the Sellers’ Account.

The Parties after signing this Agreement shall enter into an Escrow Agreement with the Funds Holder and shall provide to the Funds Holder all necessary documentation to open and maintain the account without delay.

To facilitate the closing, the Purchase Price and all other monies payable under this Agreement (collectively the “Total Price”) shall be prepaid by the Buyers in full free of bank charges to the Funds Holder’s account before the expected delivery date which shall be held in the Buyers’ sole name and are subject to the Buyers’ sole instruction.  On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices), the Buyers shall give all necessary instructions to the Funds Holder to release the Total Price to the Sellers’ Account.

The Total Price is deemed to have been paid by the Buyers upon receipt by Sellers and Buyers from the Funds Holder of a copy of the Funds Holder’s “Application for Outward Remittance/ Cashier’s Order” stamped by the Funds Holder’s bank as evidence that the remittance of the Total Price has been made provided that the Buyers can provide the Funds Holder the signed release instruction before 1300 hours HKT.  When the above evidence of remittance has been received, the signed Protocol of Delivery and Acceptance will be time by Sellers and Buyers and the delivery documents as per Addendum to this Agreement will be exchanged between Sellers and Buyers appropriate.

Any banking or law firm fees/expenses for holding said Purchase Price and all other monies payable under the MOA and closing to be equally borne by Buyers and Sellers.

4. Inspection

(a)*The Buyers have inspected and accepted the Vessel’s NK classification records.  The Buyers have also inspected the Vessel at/in *blankstate place)on *blank (state date) and have

accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

However, for import purposes, the Sellers will allow the Buyers to arrange inspection by CCS Surveyors in Songxia, China and the deal is subject to obtaining the approval of the Chinese Authority to fly Chinese flag.  If the Buyers cannot obtain the Import Inspection Technical Assessment Report by 1800 hours Beijing time, 11^th July, 2018, this agreement shall become null and void and the Parties shall have no claim against each other.

The Buyers to keep Sellers fully informed of Import Permit Status including transactions and stage of events that are taking place for Sellers’ guidance

(b)*The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within *blank (State date/period).

The Sellers shall make the Vessel available for inspection at/in *blank (state place/range) within *blank (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable.  In the absence of deletions, alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered and taken over safely afloat at a safe and always accessible berth or anchorage at/in *blank (state place/range) in the Sellers’ option. at Shanhaiguan Shipbuilding Industry Co., Ltd, in Quihuangdao, China, not earlier than 5^th July, 2018 (provided that the Import Inspection Technical Assessment Report has been obtained by the Buyers and not later than 18^th July, 2018 in Sellers’ option.

Notice of Readiness shall not be tendered before: (date).

Cancelling Date (see Clauses 5(c),6 (a)(i), 6 (a) (iii) and 14): 18^th July, 2018 in Buyers option

(b) After this Agreement is signed and the Import Inspection Technical Assessment Report obtained, the Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), ten (10), five (5) six (6), and three (3) and two (2) days as applicable approximate and 1 day definite notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

The Buyers at their cost and respsonsibility shall arrange berth availability at Shanhaiguan Shipbuilding Industry Co., Ltd, in Qinhuangdao, China.  However, the Sellers local agents have to take care of all Sellers’ responsibilities in arranging clearance, pilotage, tugs assistance, coordinations with Buyers local agents and shipyard etc.

Buyers shall pay for the berth fee.

In case such berth is not available or Buyers fail to arranange for such berth, the Buyers shall take over the vessel at a safe anchorage.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date.  Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

(a)*

(i) The Vessel will be delivered without drydocking.  However, the Buyers shall have the option right at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society at berth of Shanhaiguan Shipbuilding Industry Co., Ltd. if available or another suitable location near the port of delivery prior to the delivery of the Vessel.  Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning.  The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification Society surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely

delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

*6(a) and 6(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6(a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: *blank (include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: *blank (include list)

Excluded items from the sale are as follows :

Library and forms exclusively for use in the Sellers vessel(s) and captain’s, officers’ and crew’s personal belongings

Inlcuding the stop chest are excluded from the sale without compensation, as well as the following additional items :

All Log Books for Deck, Engine and Radio (the Buyers are allowed to make copies)

All ISPS, ISM And quality documentation and correspondence, SSP (Ship Security Plan)

Vessel’s wireless e-mail system and server

Training video library, books

Crew/Officers library / walport videos

All Master’s Stopchest/Bonded stores, all Master’s and crew’s personal belongings

Personal lap-top computers

Personal cell phones

Contents of Master’s safe

Certificates/documents to be returned to authorities. (The Buyers are allowed to make copies.)

m. All leased, rented, hired equipment

VOD (Videotel on Deman) Unit (for crew training)

Logbooks shall be retained by the Sellers. However, the Buyers have the right to take photocopies/copy of the logbooks onboard before delivery at the Buyers cost.

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation:INFINITY Communication Box

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port.

(c) for the quantities taken over.

At the port and date delivery.  Buyers shall take over the remaining bunkers on board and pay extra to the Sellers at Singapore Platts as published one (1) Banking Day prior the delivery date.  Buyers also shall pay extra for unused lubricating oils in designated storage tanks and sealed drums/pails that have not passed through the Vessel’s system at Sellers last net purchase prices, but excluding barging expenses, as evidenced by invoices or vouchers.

Quantities of remaining bunkers and unused lubricating oils onboard are to be measured jointly by the representative onboard 2 days before delivery and adjusted accordingly on the day of delivery and a relevant statement to be agreed and signed by the Sellers and the Buyers representatives.

The Sellers agree to deliver with HFO quality remaining onboard at the time of delivery should be less than 30% of the HFO tank capacity and MDO/MGO quantity remaining onboard at the time of delivery should be less than 30% of the MDO/MGO respective tank capacity.  The Sellers shall provide to the Buyers a preliminary estimate of bunkers and unused lubicrating oils remaining onboard and their values at least 5 Banking Days (together with invoices and vouchers) prior tendering Notice of Readiness.

Should, despite Sellers’ best endeavors, the HFO and the MDO quantities remaining on board at the time of delivery be excesses aforesaid quantities the NOR shall be deemed invalid and it shall then be Sellers responsibility to arrange for de-bunkering of the excessive quantities of bunkers.  All the cost associated with such de-bunkering to be borne by the Sellers.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: Funds Holder's Office

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

Sellers and Buyers to provide a list of closing documents reasonably required for the registration of the Vessel which are to be mutually agreed and incorporated into this Agreement as an Addendum hereto. Same is not to delay the signing of this Agreement, however to be agreed without unnecesarry delay.

At the time of delivery the Sellers shall hand over to the Buyers all classification certificates as well as all plans/instruction books/manuals/etc. which are on board the Vessel whereas all operational and technical documentation which exist ashore in Sellers' possession shall be promptly forwarded to Buyers immediately after ships delivery at Buyers' expenses. The Sellers may keep the vessel's log books, but the Buyers to have the right to make copies of same.

After this Agreement is signed, the Buyers have the right to request and receive in copy all certificates (Class, Trading, Statuory etc) including but not limited ot Safe Manning, DOC, SMC, CSR, Radio Licence, International Tonnage Registration certificate as required by the Buyers' new registration.

(A) In relation to the original Fee from Encumbrances Certificate (the "Clean Transcript of Register"): ON date of closing in Hong Kong the Sellers shall provide the Buyers with an original Clean Transcrip of Register issued by Malta Maritime Authority ("MMA") dated not earlier than 3

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Banking Days prior to tender of NOR, evidencing the Sellers' ownership of the Vessel and that the Vessel is free from registered encumbrances.

(B) in relation to the original Deletion Certificate: On the date of closing and upon conclusion of the transfer of title and delivery of the Vessel to the Buyers, Sellers will proceed with applying for (i) the deletion of the Vessel from the MMA and (ii) the issuance of the Deletion Certificate and Closed CSR. Such applications, at the request of the Sellers, shall be stamped by the MMA by way of receipt and scanned copies of same can be made available to the Buyers on the same date of delivery.  Sellers will provide Buyers on the same date of delivery. Sellers will provide Buyers with scanned copies of Deletion Certificate and Closed CSR of the Vessel issued within two (2) Banking Days from the date of delivery from the MMA. The originals of the Deletion Certificate and Closed CSR to be couriered to an address appointed by the Buyers on the date of issuance.

Certificates/documents to be returned to the authorities include the following items (Buyers are allowed to make copies):

1.  Vessel's Original Registry Certificate

2.  Radio License

3. Documentation of Compliance

(c) If any of the documents listed in Sub clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language..

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the other party not later than *blank (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other claims or debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of any potential claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered charter free, free of cargo, and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, clean and valid and unextended without

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

condition/ recommendation* by the Classification Society or the relevant authorities at the time of delivery.

The Vessel's CMS items shall be valid and up to date without outstanding at the time of delivery.

The Vessel shall be delivered with her cargo holds fully clean and swept, and free of cargo and cargo residues. However, the Sellers have the option to deliver Vessel with her cargo holds as they are left by stevedores after completion of cargo onboard by paying the Buyers a lumpsum of USD 4,200, - in lieu of cargo hold cleaning.

Buyers acknowledge that the Vessel's next bottom survey in Dry Dock & Boiler Surveys are due by 21^st July 2018 and accept to take delivery with such surveys due.

For the avoidance of doubt Sellers list hereinbelow vessel's major survey due dates which are as follows:

- Bottom Survey in Dry Dock is due 21^st July 2018

- Intermediate Survey is due by 21^st October 2018

- Boiler Survey is due by 21^st July 2018

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement., in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, tThe Sellers shall be entitled to claim further compensation for their losses direct for all expenses incurred together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

Upon the Seller's giving 3 days' approximate notice, the Buyers have the right to place onboard 2 more representatives and 4 more Buyers' officers and crew during daytime only. The Sellers' officers shall, reasonably and as practical as possible without delays to the Vessel's delivery schedule and always at Master's supervision, explain and show the Vessel's main operation functions to the Buyers' representatives and officers.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of *blank (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at *blank (state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing exchanged through the brokers involved.

Contact details for recipients of notices are as follows:

For the Buyers: *blank

For the Sellers: *blank

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

Clauses 19 to 21 form an integral part of this Agreement.

19. Not-blacklisted Confirmation

Sellers to provide a letter confirming that to the best of their knowledge the vessel is not blacklisted by any Arab organisation of Damascus league or any other country or organisation.

20. Confidentiality

This offer and subsequent discussions/negotiations and any eventual sale shall be kept strictly private and confidential among all parties concerned, except where required by statutory or requirements for stock listed comanies.  However, should the sale or any other details relating to the sale become known or reported in the market, neither the Sellers nor the Buyers shall have the right to withdraw from the sale or fail to fulfill all their obligations under the MOA.

21. The Sellers confirm in writing at the time of closing that the Vessel’s Owners, Managers and Beneficial Owners are not listed as Sanction Entities of individual under USA, EU and UN sanctions and are not part of OPAC list. This Agreement is executed in 4 original copies with 3 original copies for the Buyers.

For and on Behalf of the Sellers	For and on Behalf of the Buyers
Georgios A. Kaklamanos	/s/ Hu Yongcheng
Name:  Georgios A. Kaklamanos	Name: Mr. Hu Yongcheng
Title: Attorney-in-fact	Title: Director

For and on behalf of the Import Agent

/s/ Chen Rui

Name: Mr. Chen Rui

Title: General Manager

EX-4.45

Exhibit 4.45

MEMORANDUM OF AGREEMENT

	Norwegian Shipbrokers’ Association’s
	Memorandum of Agreement  for sale and
	purchase of ships. Adopted by BIMCO in 1956.
Contract No: 18MH01GTB6IXD0039	Code-name
	SALEFORM 2012
	Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated 12th June 2018

AMARA SHIPPING COMPANY, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and Ningbo Tiany Shipping Limited of Add: No. 88 Jinhe Road, Jiaochuan Street, Zhenhai District, Ningbo P.R. China (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vessel: MV Mendocino

IMO Number: 9231298

Classification Society: Nippon Kaiji Kyokai

Class Notation: NS* (Bulk Carrier, strengthened for heavy cargoes, Nos 2,4&6 Holds may be empty) (ESP) (PSCM)MNS*

Year of Build: Jan 2002	Builder/Yard: Imabari Shipbuilding Co., Ltd.
Flag: Malta	Place of Registration: Valletta	GT/NT: 39.727/25.754

hereinafter called the “Vessel”, on the following terms and conditions:

Buyers’ Import Agent: China Machinery Import & Export Corporation of Add: Room 2401C West Building No. 1 Fuchengmen Xicheng District, Beijing P.R. China

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Greece, UK, USA, Malta, Singapore and China including Hong Kong (add additional jurisdictions as appropriate).

“Balance” means eighty (80) percent balance & all other monies payable under the MOA.

“Buyers’ Nominated Flag State” means Chinese (state flag state).

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder or Escrow Agent” means Holman Fenwick Willian International LLP acting through its offices in Singapore (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit and Balance in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers, the Buyers and the Buyers’ Import Agent.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means TBA (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means TBA (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

1. Purchase Price

The Purchase Price is US$9.600.000(United States Dollars Nine Million Six Hundred Thousand) in cash only (state currency and amount both in words and figures).

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers’ Import Agent shall lodge by T/T for Buyers’ account a deposit of 20% (twenty per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in full free of bank charges, in an interest bearing joint escrow account for the Parties with the Deposit Holder within three five (35)

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and

(ii) The Deposit Holder has confirmed in writing to the Parties that the account has been opened.

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for the opening, maintaining and closing the account for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall immediately provide to the Deposit Holder all necessary documentation required for KYC purposes in order to open and maintain the account and shall execute the Escrow Account Agreement without delay.  Payment of the Deposit by Buyers’ Import Agent is made at the instructions for and on behalf of the Buyers who are the contracting party under this Agreement and remain fully responsible.

3. Payment

The Balance of eighty(80) percent(%) of the Purchase Price together with the estimated amount(based on the survey figures) of Bunkers(i.e IFO/MDO) and lubricating oils remaining on board and other money payable by the Buyers to the Sellers under the MOA(Balance Money) shall be remitted by the Buyers’ Import Agent by T/T to the Escrow Agent, as part of the pre-delivery payment before the expected delivery date and shall be released together with the Deposit free of bank charges to Sellers’ nominated account no later than three (3) Banking Days after the date that the Notice of Readiness has been given as per Clause 5 below.  Payment of the Balance by the Buyers’ Import Agent is made at the instructions for and on behalf of the Buyers who are the contracting party under this Agreement and remain fully responsible.

Any banking law firm fees/expenses for holding said balance and closing to be equally borned by Buyers and Sellers.

The full purchase price is deemed to have been paid by the Buyers upon receipt by Sellers and Buyers from the Deposit Holder of a copy of the Deposit Holder’s Application for Outward Remittance/Cashiers Order stamped by the Deposit Holders’ bank as evidence that the remittance of the purchase funds under the MOA has been made.  When above evidence of remittance has been received, the signed Protocol of Delivery and Acceptance will be timed by Sellers and buyers and the delivery documents as per Addendum to the MOA will be exchanged between Sellers and Buyers as appropriate.

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank to the Sellers’ Account.

4. Inspection

(a)* The Buyers have waived their right to inspected and have accepted the Vessel’s classification records.  The Buyers have also inspected the Vessel at/in ________(state place) on __________(state date) and have accepted the Vessel following this inspection and the therefore this sale is outright and definite, subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within _______ (State date/period).

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered and taken over safely afloat at a safe and always accessible berth or anchorage at/in Shanhaiguan Shipyard in China (state place/range) innot earlier than 15^th July 2018 and no later than 31^st August 2018 in the Sellers’ option.Notice of Readiness shall not be tendered before: (date).

Cancelling Date (see Clauses 5(c),6 (a)(i), 6 (a) (iii) and 14): 31st August 2018The vessel will perform one more voyage upon completion of present voyage and will then be delivered to the Buyers within the above mentioned delivery window.

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), ten nine (109), five (5) and three (3) days’ approximate notice and one (1) day definite notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

(a)*

(i) Vesselto be delivered without Dry docking.  However, Tthe Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning.  The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: _______ (include list)

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Vessel shall be delivered with everything belonging to the Vessel on board, used or unused, including all spare parts and spare equipment, stores, radio installations and navigational equipment.

The Vessel does not have a spare anchor, or a spare tail-end shaft, or a spare propeller.

Excluded from this sale are personal effects of Master, Officers and Crew including stop chest, log books, holy icons, ISM manuals, original certificates which must be surrendered to the authorities and hired or third party’s items, which shall be taken ashore by the Sellers upon or before delivery of the Vessel.

Notwithstanding the above the following items are to be excluded from the Sale:

a. Oxygen/Acetylene/Freon Gas Bottles

b. All Log Books for Deck and Engine with Buyer’s right to photocopy available logs for the last 3 months only at their own expense

c. All ISPS, ISM And quality documentation and correspondence

d. Vessel’s wireless e-mail system and server

e. Training video library, books, etc

f. Crew/Officers library / walport videos

g. All Master’s Slopchest/Bonded stores, as well as all Master’s and crew’s personal belongings

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

h. Personal lap-top computers

i. Personal cell phones

j. Contents of Master’s safe

k. Works of Art, Originals, copies, prints, statues

l. Certificates/documents to be returned to authorities

m. Videotel on demand (VOD) for crew training.

Price to include everything belonging to the Vessel on board, including all navaids and wireless equipment.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price as per Singapore Platts(excluding barging expenses) as reported two (2) days prior to the delivery date. at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port, for the quantities taken over.

Buyers also shall pay extra for unused lubricating and hydraulic oils and greases in designed storage tanks and sealed drums/pails that have not passed through the Vessel’s system at Sellers’ last net purchase prices, but excluding barging expenses, as evidenced by invoices or vouchers.

The Sellers will do their best to keep the quantity of Bunkers and Lub Oils on delivery as less as possible if the last port the Vessel called prior to delivery is Taiwan or Hong Kong or Macao of P.R. China, the remaining bunker capacity for IFO and MDO shall not be more than five percent(5%) of the total tank capacity of IFO and MDO respectively.

If the last port that the Vessel has called prior to delivery is another port apart from the above mentioned three ports, then the remaining bunker capacity for IFO and MDO shall not be more than thirty percent (30%) of the total tank capacity of IFO and MDO respectively.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: at the Deposit Holder’s office

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents to be mutually agreed and to be incorporated into an Addendum to this Agreement but in any case, failure to agree documentation shall not be a reason to invalidate the MOA:

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than ______ (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above the documentary addendum, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other claims or debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of any potential claims made against the Vessel which have been incurred prior to the time of delivery.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of signing this MOA inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates per the documentary addendum referred to in Clause 8, as well as all other certificates the Vessel had at the time of signing this MOA inspection, clean, valid and unextended without condition/ recommendation* by the Classification Society or the relevant authorities and which to be valid for a minimum period of at least three (3) months at the time of delivery.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers.  If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of ______(state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ______(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing and exchanged by the broking channels.

Contact details for recipients of notices are as follows:

For the Buyers: __________

For the Sellers: __________

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19. CCS INSPECTION

For import purpose, Buyers shall have the option to arrange at their own time, risk and expenses for a CCS inspection at the next discharging port, however such inspection is not a condition or subject whatsoever to this agreement and therefore the deal is outright and definite subject only to the terms and conditions of this Agreement.

20. CONFIDENTIALITY CLAUSE

Each of the Parties involved in this Memorandum of Agreement shall keep entirely confidential and shall not disclose any of the terms and conditions in this MOA, except where required by statutory or requirements for stock listed companies.  If however despite best efforts, the details of this sale leak into the market place, neither party has the right to cancel this contract.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ George Kaklamanos	/s/ Chen Bin
Name: George Kaklamanos	Name: Chen Bin
Title:	Title:

For and on behalf of the

Name:

Title:

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

EX-4.46

Exhibit 4.46

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated: 27th June 2018

Contract No.: 2018-068

DIONE OWNING COMPANY LIMITED, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (Name of Sellers), hereinafter called the “Sellers”, have agreed to sell, and

FUJIAN SHUNHONG SHIPPING CO., LTD, Room 101, 1st Floor, Technology Building, Guian Village, Pandu Town, Lianjiang County (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vessel: m/v MARBELLA

IMO Number: 9189782

Classification Society: KR

Class Notation:  KRS1-BULK CARRIER ‘ESP’ HC/E (Holds 2, 4, & 6 may be empty) CLEAN1 CDG LG LI KRM1 UMA BWE

Year of Build: 2000	Builder/Yard: Sasebo Heavy Industries Co., Ltd., Japan
Flag: Malta	Place of Registration: Valletta	GT/NT: 37,831/23,801

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Balance” means: ninety percent balance and all other monies payable under the MOA.

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Greece, USA, UK, Malta, Singapore and China (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means PRC Flag (state flag state).

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means HOLMAN FEWICK WILLIAN, SINGAPORE (state name and location of Deposit Holder), or, if left blank, the Sellers’ Bank which shall hold and release the Deposit & Balance in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers, the Buyers and the Buyers’ Import Agent.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means TBA (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means TBA (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the Deposit and the bBalance of the Purchase Price.

1. Purchase Price

The Purchase Price is USD 9,288.000.00 (U.S. dollars Nine Million Two Hundred Eighty-Eight Thousand) (state currency and amount both in words and figures).

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers’ shall lodge a deposit of ___% (____ per cent) or, if left blank, 10% (ten per cent), in full free of Bank charges, of the Purchase Price (the “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within 33 three (3) five (5) Banking Days after the date that:

(i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax.  The Buyers to countersign the MDA within one (1) banking day after receipt of the MOA executed by the Sellers as email attached; and

(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been opened.  Both Parties shall provide immediately to the Deposit Holder as requested 38 documentation for KYC purposes and shall execute the Escrow Account Agreement without delay;

whichever the latest.

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the vessel in every respect ready for delivery in accordance with terms and the condition of this agreement and Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices)

(i) the Deposit shall be released to the Sellers bank account; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank to the Sellers’ Account.

The Balance and all other monies payable under the MOA shall be prepaid via Buyers’ Import Agent via telegraphic transfer in full free of bank charges to the Deposit Holder’s account before the expected delivery date in Buyers’ name and shall be released together with the Deposit free of bank charges to the Sellers’ nominated account not later than three (3) Banking Days after the date that Notice of Readiness has been given.

Any banking or law firm fees/expenses for holding said deposit and closing to be equally borne by Buyers and Sellers.

The full purchase price is deemed to have been paid by the Buyers upon receipt by Sellers and Buyers from the Deposit Holder of a copy of the Deposit Holders’ “Overseas and Foreign Currency transfer” application form email to and acknowledged by the Deposit Holder’s bank as evidence that the remittance of the purchase funds under the MOA has been made.  When above evidence of remittance has been received, the signed Protocol of Delivery and Acceptance will be signed by Sellers and Buyers and the delivery documents as per Addendum to the MOA will be exchanged between the Sellers and Buyers as appropriate.

Regarding Original free of encumbrances certificate.An email copy of the Clean Transcript, issued by the MMA on the date of delivery or one day prior to it, will be available at the Closing meeting in Singapore and Sellers will provide Buyers with an Undertaking to send to Buyers by courier original of the Clean Transcript within three (3) Banking Days after delivery of the Vessel.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in Hong Kong (state place) on ___ (state date) and have accepted the Vessel following this inspection and the sale is outright and definite. subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within _______ (state date/period).

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in Buyers’ nominated shipyard in Zhoushan, Chinanot earlier than 20th July 2018 and not later than 31th July 2018 (state place/range) in the Seller’s option.

Notice of Readiness shall not be tendered before: _________ (date)

Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 31th July in Buyers’ Option.

If however, berth is not available at the time of delivery, then the Vessel shall be delivered at a safe and accessible anchorage of the shipyard.

(b) After MOA signed Tthe Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with fifteen (15), twenty (20), ten (10), five (5) and three (3) days’ approximate and one (1) day’s definite notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

Buyers will nominate the exact delivery location of shipyard upon receiving Sellers’ ten (10) days’ delivery notice.

All the risk and costs before delivery including but not limited to costs involved for entering into the berth of Buyers’ nominated shipyard (including pilotage and/or tugs if required) should be for top Sellers’ account.  All the risk and costs after delivery should be for the Buyers’ account.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

Upon arrival at inner anchorage of the delivery place and provided a berth is available, Buyers warrant to bring the ship alongside within two (2) working days after Sellers tender valid NOR for delivery.  However, Buyers have three (3) banking days to take over and pay for the vessel once Sellers have tendered NOR to the Buyers for delivery.

(c)  If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void.

6. Divers Inspection / Drydocking

Vessel to be delivered without dry docking and without Divers’ Inspection.  However, Sellers confirm to the best of their knowledge that, as at the time of delivery, the Vessel has not suffered any grounding and underwater damage since its latest dry-docking.

(a)*

 (i) The Buyers shall have the right option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be dated latest nine (9) days prior to the vessel's intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. Sellers will give notice prior the date of 7 days approximate delivery notice be issued to Buyers of the place/time they intend to make the vessel available for such inspection.  Buyers’ failure to appoint divers approved by class or attent underwater inspection as per Sellers’ notification will be deemed a waiver of their right to inspect the vessel’s underwater parts.  The Class surveyor to be appointed by the Sellers and all expenses to be for the Buyers’ account.

The Sellers shall at their cost and expense make the Vessel available for such inspection.  The inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers.  The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning.  The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

 (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The sale to include everything belonging to Vessel on board including stores, provisions, radio and navigational equipment at the date of the MOA.Only excluded items and personal effects of the vessel crew and master’s slop chest, company documents including Vessel’s ISM and Management Manuals which Buyers have the right to take copies at their expense, certificates etc. that have to be returned to authorities and following list of items on hire:

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

a. Oxygen / Acetylene / Freon Gas Bottles

b. All Log Books for Deck, Engine and radio with Buyer’s right to photocopy available logs onboard at their own expense

c. All ISPS, ISM and quality documentation and correspondence

d. Vessel’s wireless e-mail system and server

e. Training video library, books

f. Crew/Officers library/walport videos

g. All Master’s Slopchest/Bonded stores, all Master’s and crew’s personal belongings

h. Personal laptop computers

i. personal cell phones

j. Contents of Master’s safe

k. Works of Art; Originals, copies, prints, statues

l. Certificates/documents to be returned to authorities

m. Videotel on Demand (VOD) for crew training

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation:INFINITY Communication Box

At the port and date of delivery, Buyers shall take over the remaining bunkers on board and pay extra to the Sellers at Singapore Ptalis are published one (1) Banking Day prior the delivery date. Buyers also shall pay extra for unused lubricating oils in designed storage banks and sealed drums/pails that have not passed through the Vessel’s system at Sellers last net purchase prices, but excluding barging expenses, as evidenced by invoices or vouchers.

Quantities of remaining bunkers and unused lubricating oils onboard are to be measured jointly by the representative outboard (two) 2 days before delivery and adjusted accordingly on the day of delivery and a relevant statement to be agreed and signed by the Sellers and the Buyers representatives.

Due to Chinese customs requirements, bunk quantities remaining on board (ROB) upon delivery for both IFO and MDO/MGO shall be less than 30% its total tank capacity respectively.

If the last port of the Vessel call is Taiwan, Hong Kong or Macau of PR China, prior to calling Chinese mainland for delivery the remaining bunkers ON BOARD IFO and MGO shall not be more than vessels 5% of the vessel’s total capacity of IFO and MGO respectively.

Should, despite Sellers best endeavors, the IFO and the MDO quantities remaining on board at the time of delivery by excesses aforesaid quantities the MOA shall be deemed invalid and it shall then be Sellers responsibility to arrange for de-bunkering of the excessive quantities of bunkers.  All the cost associated with such de-bunkering to be borne by the Sellers.

Certificates / documents to be returned to the authorities include the following items (Buyers are allowed to make copies)

1. Vessel’s Original Registry Certificate

2. Radio License

3. Document of Compliance

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: _______ (include list)

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: _______ (include list)

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses)at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port, for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: at the Deposit Holder’s office.

Sellers and Buyers to provide a list of closing documents reasonably required for the registration of the Vessels which are to be mutually agreed and incorporated into the MOA as an Addendum to the MOA thereto.

Same is not to delay the signing of the MOA and the subsequent lodging of the deposit, however to be agreed without unnecessary delay.

At the time of delivery the Sellers shall hand over to the Buyers all classification certificates as well as all plans/instructions  books/manuals/etc which are on board the Vessel whereas all operational and technical documentation which exist ashore in Seller’s possession shall be promptly forwarded to Buyers immediately after ships delivery at Buyers expenses.

The Sellers may keep the vessel’s log books but the Buyers to have the right to make copies of same.

After deposit is logged the Buyers have the right to request and receive in copy of all certificates (Class, Trading, Statotory etc.) including but limited to Safe Manning, DOC, SMC, CSR, Radio License, Internation Tonnage Registration certificate as required for the Buyers’ new registration.

The Agreement to be excepted in 6 original copies, 1 for the Sellers.

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than ______ (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of deliver, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions.  The Sellers hereby undertake to indemnify the

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11. Condition on delivery

Vessel shall be deliver charter free, cargo free, free of stowaways, free of average damage affecting class, substantially in the same condition as she was at the date of inspection, fair wear and tear expected and with present class fully maintained, fee of conditions/recommendations, free of average damage affecting class and with all her class trading certificates, both national and international as required under her present flag, to be clean, valid and un-extended at the time of delivery to Buyers.

The Vessels CMS items shall be valid and up to date without outstanding at the time of delivery.  The Vessel shall be delivered with her cargo holds empty, clean and swept and fee of cargo.  However, the Sellers have the option to deliver Vessel with her cargo holds as they are left by stevedores after completion of cargo onboard by paying the Buyer a lumpsum of USD 4,200, in lieu of cargo hold cleaning.

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and without condition/ recommendation* by the Classification Society or the relevant authorities at the time of delivery.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers.  If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the 10% Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

The Buyers crew are allowed to board the Vessel two (2) hours prior to the expected time of physical delivery of the Vessel to facilitate the takeover of the Vessel.

However, the Buyers have to remain at the location under the directions of the master of the Vessel and not interfere with Vessels operations.

If the delivery of the Vessel does not happen within 6 hours from the time the Buyers’ crew board the Vessel, then the Buyers’ crew shall disembark and only the two (2) Buyers representatives shall remain on board.

At 3 days before delivery, the Buyers have the right to place on board 2 representatives and 4 more Buyers’ officers and crew during daytime only.  The Sellers’ officers shall reasonably and as practical as possible without delays to the Vessel’s delivery schedule and always at Master’s supervision, explain and show the Vessel’s main operation functions to the opposite persons of the Buyers.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of ______(state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ______(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

All notices to be provided under this Agreement shall be in writing and exchanged through the brokers involved.

Contact details for recipients of notices are as follows:

For the Buyers:  via broker

For the Seller:  via broker

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19.Not-blacklisted Confirmation

Sellers to provide a letter confirming that to the best of their knowledge the vessel is not blacklisted by any Arab organisation of Damascus league or any other country or organisation.

20.Confidentiality

This offer and subsequent discussions/negotiations and any eventual sale shall be kept strictly private and confidential among all parties concerned, except where required by statutory or requirements for stock listed companies.  However, should the sale or any other details relating to the sale become known or reported in the market, neither the Sellers nor the Buyers shall have the right to withdraw from the sale or fail to fulfill all their obligations under the MOA.

21.The Sellers confirm in writing at the time of closing that the Vessel’s Owners, Managers and Beneficial Owners are not listed as Sanction Entities of individual under USA, EU and UN sanctions and are not part of OPAC list.

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ Sofia Manola	/s/ Zhou Hong Xiong
Name:  Sofia Manola	Name: Zhou Hong Xiong
Title:  Attorney-in-Fact	Title: Attorney-in-Fact

For and on behalf of the Buyers’ Import Agent

Name:  

Title:  

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

EX-4.47

Exhibit 4.47

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated 4th July 2018

VLGC DELTA OWNING LTD., Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and

GLOBAL MERIDIAN HOLDINGS LIMITED or its guaranteed nominee (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vessel:  MONT GELE

IMO Number:  9793260

Classification Society: DNV GL

Class Notation: +A1, Tanker for Liquefied Gas, Ship Type 2G (-52 degC, 610 kg/m3, 0.275 bar), EO, BIS, COAT-PSPC (B), TMON, NAUTICUS (Newbuilding), BMW-T, ERS, Recyclable

Year of Build: 2017	Builder/Yard: Hyundai Samho Heavy Industries Co. Ltd, Korea
Flag: Malta	Place of Registration: Valletta	GT/NT: 46,250/17,264

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and New York, London, Malta and Netherlands (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means Liberia or Marshall Islands (to be declared by Buyers as soon as possible) (state flag state).

“Charter” means the time charter party dated 10^th November 2015 between VLGC Delta Owning Ltd. and the Charterers (as defined below)

“Charters” means each of the Charter and the time charter party dated 10^th November 2015 between VLGC Gamma Owning Ltd. and the Charterers (as defined below)

“Charterers” means CLEARLAKE SHIPPING PTE LTD. of Singapore.

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means ABN AMRO BANK N.V. (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers and the Buyers.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means USD Bank Account with number : 24.73.56.506, BIC Code : ABNANL2A, IBAN number : NL90ABNA0247356506 (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means ABN AMRO BANK N.V., Coolsingel 93, 3012 AE Rotterdam, The Netherlands (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

1. Purchase Price

The Purchase Price is US$ 75,250,000.00 (United States Dollars Seventy Five Million Two Hundred Fifty Thousand) (state currency and amount both in words and figures).

2. Deposit

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of __% (__ per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing joint account for the Parties with the Deposit Holder within three (3) five (5) Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax.; and

(ii) The Deposit Holder has confirmed in writing to the Parties that the joint account in the name of the Sellers and the Buyers has been opened.; and

(iii) the Buyers are in receipt of the written consent of the Charterers to the novation of the Charters to (inter alios) the Buyers and (2) the form of charter novation agreements in relation to the Charters has been agreed by all parties, the foregoing to be complied with by no later than 16th July 2018 (the Termination Date).

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers’ Account.  The balance of the Purchase Price and all other sums payable on delivery shall be remitted to Sellers’ Bank via conditional payment by SWIFT MT199 (and held to the strict order of the Buyers only) and released to the Sellers’ Account through agreed upon release instructions.  Thereafter a protocol of delivery and acceptance will be signed by representatives of the Buyers and Sellers on delivery. to the Sellers’ Account.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel’s classification records.  The Buyers have also inspected the Vessel at/in ________(state place)on __________ (state date) and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within _______ (State date/period).

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered with the current Charter attached (see also Clause 22) and taken over safely afloat at a safe and always accessible berth or anchorage at/in Charter range in the Sellers’ option not earlier than 1^st August 2018 and not later than 30^th September 2018 (state place/range) in the Sellers’ option (see also Clause 24).

Notice of Readiness shall not be tendered before: ________ (date).

Cancelling Date (see Clauses 5(c),6 (a)(i), 6 (a) (iii) and 14): 30th September 2018

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty five (25), twenty (20), fifteen (15), ten (10), five (5) and three (3) days’ approximate notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

(a)*

(i) The Vessel will be delivered without drydocking.  However, Tthe Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line,

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: _______ (include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: _______ (include list)

Excluded from this sale are personal effects of Master, Officers and Crew including slop chest, log books, holy icons, ISM manuals, original certificates which must be surrendered to the authorities and hired or third party’s items, which shall be taken ashore by the Sellers upon or before delivery of the Vessel.

Notwithstanding the above the following items are to be excluded from the Sale:

a. Oxygen/Acetylene/Freon Gas Bottles

b. All Log Books for Deck and Engine with Buyer’s right to photocopy available logs for the last 3 months only at their own expense

c. All ISPS, ISM And quality documentation and correspondence

d. Vessel’s wireless e-mail system and server

e. Training video library, books, etc

f. Crew/Officers library / walport videos

g. All Master’s Slopchest/Bonded stores, as well as all Master’s and crew’s personal belongings

h. Personal lap-top computers

i. Personal cell phones

j. Contents of Master’s safe

k. Works of Art, Originals, copies, prints, statues

l. Certificates/documents to be returned to authorities

m. All leased, rented, hired equipment

n. VSAT Antenna

o. Extra Inmarsat Equipment (FBB 500)

p. Manager’s Proprietary PMS

Buyers and Sellers will cooperate to transfer any service / hire contracts from the Sellers to the Buyers as agreed between the parties.

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses) at the port and date of delivery

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

of the Vessel or, if unavailable, at the nearest bunkering port.

for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

The Buyers shall not pay for the remaining bunkers on board which shall remain the property of the Charterers.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: Sellers’ Managers’ offices in Athens

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

Sellers to supply the usual market standard documentation which may be reasonably required by the Buyers for the legal transfer of the Vessel and for her registration under her new flag and ownership and additional documents necessary for the novation of the existing time charterpary, charters’ parent company performance guarantees (where applicable) and the assignment of warranties (where applicable) accompanied in each instance with certified English translations where such original documentation is not in English.

Buyers to supply the usual market standard documentation which may be reasonably be required by the Sellers evidencing, amongst other things, the corporate authority of the Buyers to enter into the MOA (which shall include but no limited to original board resolutions, shareholder resolutions, power of attorney, a certificate of good standing (or their equivalent for the place of incorporation of the Buyers) and a protocol of delivery and acceptance, accompanied in each instance with certified English translations where such original documentation is not English and additional documents necessary for the novation of the existing time charterparty and Buyers’ patent company performance guarantees (where applicable).

The list of documentation to be provided under this Agreement shall be discussed and finalized within the first fifteen (15) days after this Agreement has been signed by the Parties.  Such list to be documented by way of Addendum to this agreement.  In case of failure to sign such an Addendum this will not invalidate this MOA.

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than five (5) days (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above the documentary addendum, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters (other than the Charter), encumbrances, mortgages and maritime liens or any other claims or debts whatsoever, and is not subject to Port State or other administrative detentions. In order not to delay delivery of the Vessel The Sellers hereby undertake to indemnify the Buyers against all consequences of any potential claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates per the documentary addendum referred to in Clause 8, as well as all other certificates the Vessel had at the time of inspection, clean, valid and unextended without condition/ recommendation* by the Classification Society or the relevant authorities and which to be valid for a minimum period of at least three (3) months at the time of delivery.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all all actual, properly documented and direct expenses incurred by the Sellers together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all actual, properly documented and direct expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ______(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing.

Contact details for recipients of notices are as follows:

For the Buyers:

Global Meridian Holdings Limited

Canons Court

22 Victoria Street

Hamilton HM 12

Bermuda

For the attention of the Board with cc to

JP Morgan Asset Management (UK) Limited

60 Victoria Embankment

London EC4Y 0JP

In each of the above notice, for the attention of:

Nicholas Meer (nicholas.e.meer@jpmorgan.com)

Christos Kottas (chirstos.kottas@jpmchase.com)

Colin Whittington (colin.j.whittington@jpmorgan.com)

Vidit Tewari (vidit.d.tewari@jpmorgan.com)

For the Sellers:

VLGC ALPHA OWNING LTD.

c/o TMS CARDIFF GAS LTD.

Athens Licensed Shipping Office

80, Kifissias Avenue,

GR 15125 Amarousion

Greece

Attention : Mr. George Kourelis

Email : gkouelis@tms-cardiffgas.com

18.Entire Agreement

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19. Confidentiality

The provisions of this Agreement and all related documents and the negotiations relating thereto are strictly confidential and no disclosure relating thereto shall be made or issued by or on behalf of either Party to any third party (other than their professional advisors or bankers) except in the terms and at the time agreed by both Parties (such Agreement not be unreasonably withheld or delayed provided that nothing contained in this Clause 19 shall restrict the ability of the Sellers from protecting their interests hereunder and provided, further, that the foregoing shall not restrict a party from making any disclosures required by law or legal process or by rules of any regulatory body (including any stock exchange) to which the Party or its affiliates is subject, but in the event of any such required disclosure, the Party making such disclosure shall endeavour to provide prior written notice to the other Party to enable the other Party to seek a restraining order or other protections, should it so desire.

20. Business Conduct

The Sellers and Buyers each represent and warrant to each other that :

i) it will not, and will procure that its affiliates will not, engage in any activity, practice or conduct which would constitute a breach of any applicable law or convention relating to the prevention of bribery and corruption including, but not limited to (A) the UK Bribery Act 2010 (The Bribery Act); (B) The United States Foreign Corrupt Practices Act of 1977 (as amended); and (C) The Convention on Combating Bribery of Foreign Public Official in International Business Transactions, signed in Paris on December 17^th, 1977, which entered into force on February 15^th, 1999, and conventions commentaries;

ii) it has and will maintain in place throughout the agreement adequate procedures designed to prevent it or any of its affiliates or any of their respective directors, officers, employees, agents or other persons acting on behalf of any of the foregoing, from undertaking any conduct that would give rise to an offence under the bribery act (as each such term is defined in the Bribery Act); and

iii) it and each of its affiliates has not violated and it and each of its affiliates will not violate in any material respect any applicable law or regulation in connection with this Agreement, or in connection with carrying on of its business (including, without limitation, the US Foreign Tax Compliance Act and the US Foreign Corruption Practices Act).

21. Blacklist Clause

The Sellers to confirm in writing on the day of delivery that to the best of the Sellers’ knowledge (but without due enquiry having been made) Vessel and/or Sellers are not blacklisted, or under any kind of sanctions by ITF, OFAC, EU, UK any maritime insurance providers, including P&I clubs, or the Arab Boycott League.

22. Time Charter

The sale to include the existing Charter, guaranteed by Gunvor Group Ltd. in relation to the performance of the Charterers, being novated to the Buyers on terms agreed between the parties.  The Buyers have reviewed and accepted the Charter.

It is the agreement of the Parties and a condition to this Agreement that on or prior to delivery a novation agreement on terms agreed between the parties for the Charter is entered into between the Charterers, the Buyers and the Sellers that includes the issuance of a new Gunvor guarantee in favour of the Sellers.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

For the avoidance of doubt, should the conditions of Clause 2(iii) not be satisfied by the Termination Date, this Agreement shall immediately terminate and be null and void as if it had never been entered into and all obligations, duties and liabilities of each of the Parties to the other under this Agreement shall be discharged without prejudice to the entitlement of the Buyers to claim compensation for their losses and all expenses with interest.

23. Warranties

The Sellers shall on delivery of the Vessel assign to the Buyers all their benefits and rights under the Builder’s warranty and guarantees for the Vessel and her equipment as provided in the Shipbuilding Contract of the Vessel dated 10^th September 2015 for the remaining period of 12 months from the date of delivery of the Vessel by the Builder to the Sellers, being 4^th January 2018

24. Deliveries

The Buyers are simultaneously entering into a separate agreement to buy the vessel “Mont Fort” owned by a company related to the Sellers’ parent company.  It is agreed and understood that the Sellers of each of the vessels (including the Vessel) will deliver one (1) vessel in August 2018 and one (1) vessel in September 2018, and use reasonable commercial endeavours to deliver the vessels a minimum ten (10) Banking Days apart.

25. Bearer Shares

The Sellers represent and warrant on a continuing basis to the Buyers that :

(a) the Sellers do not have any bearer shares in issue nor will they issue bearer shares; and

(b) they shall not nominate an entity under this Agreement which has any bearer shares in issue or that will issue bearer shares.

The Sellers agree that a breach of this clause shall entitle the Buyers to terminate this Agreement at will, that the Deposit together with interest (if any) shall be immediately released to the Buyers and that the Sellers shall sign any required joint release instructions for presentation to the Deposit Holder in order for the Deposit to be released to the Sellers.

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ Dimitris Dreliozis
Name:  Dimitris Dreliozis	Name: ______________
Title: Attorney-in-fact	Title: _______________
Date: 4th July, 2018

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

EX-4.48

Exhibit 4.48

Addendum No. 1to the Memorandum of Agreement 4^th July 2018(the "MOA")in respect of "MONT GELE" (the "Vessel")betweenVLGC DELTA OWNING LTD. of Marshall Islands (the "Sellers")andGLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (the "Original Buyers")

_______________

1. The Original Buyers hereby nominate: -

MERIDIAN 12 LIMITED (the "Buyers")Registered Office: Canon's Court, 22 Victorica Street, Hamilton, HM 12, Bermuda

as the final buyers to complete the purchase and delivery of the Vessel as per the MOA and the Buyers hereby accept the nomination.

2. The Sellers hereby agree to the above nomination.

3. The Buyers hereby assume all the rights and oligations of the Original Buyers under the MOA.

4. The Original Buyers hereby guarantee the due and punctual performance of the Buyers' obligations under the MOA.

5. In Line 8 of the MOA the "Year of Build" is amended from "2017" to the correct "2018."

6. Except as otherwise provided herein, all other terms and conditions of the MOA shall remain unchanged and in full force.

7. This Addendum No. 1 shall be governed by and construed in accordance with English law and Clause 16 (Law and Arbitration) of the MOA shall apply to this Addendum No. 1 as it set out herein in full (mutatis mutandis).

8. This Addendum No. 1 may be entered into counterparts which when taken together shall constitute one and the same instrument.

Date: 16^th July 2018

/s/ Georgios A. Kaklamanos	/s/ Phillip Anderson
For and on behalf ofthe Sellers	For and on behalf ofthe Original Buyers
/s/ Phillip Anderson
For and on behalf ofthe Sellers

EX-4.49

Exhibit 4.49

THIS SIDE AGREEMENT (the “Agreement”) is entered into this 4^th day of July 2018

BETWEEN

DRYSHIPS INC., VLGC GAMMA OWNING LTD. and VLGC DELTA OWNING LTD., each a corporation incorporated and existing under the laws of the Republic of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (hereinafter referred to (collectively and where the context requires, individually) as “Dryships”);

and

GLOBAL MERIDIAN HOLDINGS LIMITED, a company incorporated and existing under the laws of Bermuda having its registered office at Canon’s Court. 22 Victoria Street, Hamilton HM12, Bermuda (here-in-after referred to as Meridian”);

Dryships and Meridian also referred to as the “Parties”.

WHEREAS:

Dryships has entered into two separate Memoranda of Agreement dated 4^th July, 2018 for the sale of each of the vessels Mont Fort and Gele respectively (hereunder referred to as as the “Vessels, and each a “Vessel”) to Meridian (hereinafter referred to as “MOAs”).

In the MOAs it is agreed that the sale of the Vessels shall include the novation of the existing long term time charterparties (the “Charters”and each a "Charter”) for each of the Vessel with Clearlake Shipping Pte Ltd. (hereinafter referred as the “Charterer”) guaranteed by GUNVOR GROUP LTD. (the “Guarantor”), subject to the consent of the Charterer to be provided by 16^th July 2018.

In case the consent of the Charterer is not provided by 16^th July 2018 and the form of charter novation for each Vessel has not been agreed by Dryships. Meridian and the Charterers, Meridian wishes to enter into an agreement with Dryships to obtain a right of first refusal to acquire the Vessels (or either of them), should Dryships wish to sell the Vessels (or either of them) within the Validity Period (as defined below). Dryships wishes to grant such rights to Meridian on the terms set out in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants herein set forth it is hereby agreed as follows:

l.GRANT OF RIGHT OF FIRST REFUSAL

In consideration of the payment by Meridian to Dryships of the sum of United States Dollars Ten (US$10) and for other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, Dryships hereby grants to Meridian, or companies nominated by Meridian, rights of first refusal (hereinafter collectively referred to as the ‘Right’) to acquire each Vessel.

2.EXERCISE OF THE RIGHT

The validity period of the Right shall be one year from the date of this Agreement i.e. until and including 24:00 hours (London time) 4th July 2019 (the “Validity Period”).

Dryships shall give notice in writing to Meridian by e-mail (a “Notice”) at any time during the Validity Period of its intent to sell a Vessel (or the Vessels as the case may be). Such notice shall state in full the terms and conditions of the sale.

Upon receipt of a Notice, Meridian may declare the exercise of their Right in respect of that Vessel (or the Vessels as the case may be) and the acceptance of the terms and conditions set out in that Notice within seven (7) business days of receipt of that Notice (the “Declaration Window”).

Within 7 business days of Meridian declaring the exercise of their Right, Dryships shall provide Meridian with a draft of the memorandum of agreement in respect of that Vessel (or memoranda of agreement in respect of the Vessels as the case may be) on the terms and conditions as set out in the Notice and otherwise in accordance with the provisions of this Clause 2 (Exercise of Right), for the review of Meridian. If in an acceptable form, Meridian shall sign and date the memorandum of agreement (or memoranda of agreement as the case may be) and return the same to Dryships for countersignature. In the event that Meridian is not satisfied that the memorandum of agreement (or memoranda of agreement as the case may be) is compliant with the provisions of this Agreement, Meridian shall notify Dryships of the deficiencies and Dryships shall amend the memorandum of agreement (or memoranda of agreement as the case may be) to the satisfaction of Meridian and Dryships (acting reasonably). In the event that Dryships fail to countersign the memorandum of agreement (or memoranda of agreement as the case may be) or otherwise correct the deficiencies identified by Meridian so as to be in compliance with the provisions of this Agreement within 5calendar days, this shall constitute a termination of this Agreement by Dryships and the Break-up Fee (as defined below) shall become immediately due and payable by Dryships to Meridian (the Parties agreeing that the Break-up Fee is by way of liquidated damages, does not constitute a penalty and is a genuine pre-estimate of loss (including without limitation, loss of opportanity) incurred by Meridian as a result).

Should Meridian decide not todeclare the exercise of its Right in respect of that Vessel (or the Vessels as the case may be) as evidenced in writing by Meridian or automatically upon expiration of the Declaration Window, Dryships shall be entitled to sell that Vessel (or the Vessels as the case may be) to the other party but strictly only on the terms and conditions set out in the Notice or Notices received under this Clause 2 (Exercise of the Right). Thereafter, the Right in respect of that Vessel (or the Vessels as the case may be) shall be null and void without necessity for any further action.

For the avoidance of doubt, if a Notice is only in respect of a Vessel (and not the Vessels) and should Meridian decide not to declare the exercise of its Right in respect of that Vessel, only the Right in respect of that Vessel shall be null and void and without prejudice to the exercise of the Right in respect of the remaining Vessel.

3.TERMINATION

Dryships has the option to, and may at any time during the Validity Period, declare its option to terminate this Agreement on notice in writing to Meridian in exchange for payment of an amount to Meridian (and the irrevocable receipt by Meridian of such an amount) equal to Unted States Dollars Five Million (USD 5,000,000) (hereinafter referred as “Break-up Fee”) to such account or accounts as Meridian shall nominate in writing (the “Accounts”). Should Dryships at any time during the Validity Period decide to sell a Vessel (or the Vessels as the case may be) without giving Notice to Meridian and allowing Meridian the option to exercise their Right in respect of a Vessel (or the Vessels as the case may be), this shall constitute a termination of this Agreement and the Break-up Fee shall be immediately due and payable by Dryships to Meridian. The Break-up Fee shall be paid in full, free of any withholdings, rights of set-off or any other deductions whatsoever.

Upon the irrevocable receipt of the Break-up Fee by Meridian in the Accounts or expiration of the Validity Period, this Agreement shall be considered terminated, null and void as if it had never been entered into and all aspects, oblications, duties and liabilities of each of the Parties to the other under this Agreement and any applicable laws shall be forthwith irrevocably, totally and completetly discharged, released and extinguished provided always that the foregoing shall be without prejudice to the rights of Meridian to be paid and receive the Break-up Fee if the Break-up Fee is payable on or prior the expiration of the Validity Period.

4.EFFECTIVE DATE

This Agreement shall become effective and binding on the Parties on the date on which the last signatory hereof signs this Agreement.

5.ASSIGNMENT

Neither Party may assign its rights under this Agreement without the written consent of the other Party, which consent shall not be unreasonably withheld.

6.NOTICES

Every notice given under this Agreement shall be in writing and shall be deemed given when delivered personally, by registered or certified mail, fax or e-mail to the address of the Party receiving such notice stated below.

Except as otherwise provided hereunder the addresses of the Parties for the purposes of notices under this Agreement shall be:

FOR DRYSHIPS INC.

Mr. Dimitris Dreliozis

VP Finance

cfo@dryships.com

FOR MERlDlAN

Mr. Nicolas E. Meer

Managing Director

nicholas.e.meer@jpmorgan.com

Mr. Vidit Tewari

Vice President

vidit.d.tewari@jpmorgan.com

7.COUNTERPARTS

This Agreement may be executed in any number of counterparts, and by the Parties’ signature on separate counterparts. Each counterpart shall constitute an original of this Agreement but all counterparts shall together constitute but one and the same instrument.

8.CONFIDENTIALITY

The Parties hereto undertake to keep the existence of this Agreement and the terms here of strictly confidential, and shall not disclose same to any third parties without express prior

written consent from the other party unless disclosing party demonstrates that such disclosure is required to comply with the applicable stock exchange or other laws and regulation.

9GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England.

Any claim, dispute or difference shall be settled by arbitration in accordance with Arbitration Act 1996, or any statutory modification or re-enactment thereof for the time being in force.

The language to be used in the arbitration proceedings shall be English.

IN WITNESS HEREOF, the Parties hereto have caused this Agreement to be duly executed with effect as of the day and year first above written.

For and on behalf of DRYSHIPS INC.	For and on behalf of VLGC GAMMA OWNING LTD.
/s/ Dimitris Dreliozis	/s/ Dimitris Dreliozis
By: Dimitris Dreliozis	By: Dimitris Dreliozis
Title: VP Fiance	Title: Attorney-In-Fact
Dated: 4th July, 2018	Dated: 4th July, 2018
For and on behalf of VLGC DELTA OWNING LTD.	For and on behalf of GLOBAL MERIDIAN HOLDINGS LIMITED
/s/ Dimitris Dreliozis	/s/ Philip Anderson
By: Dimitris Dreliozis	By: Philip Anderson
Title: VP Fiance	Title: Director
Dated: 4th July, 2018

EX-4.50

Exhibit 4.50

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated: 4th July 2018

VLGC GAMMA OWNING LTD., Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and

GLOBAL MERIDIAN HOLDINGS LIMITED or its guaranteed nominee (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vessel:  Mont Fort

IMO Number:  9793258

Classification Society: DNV GL

Class Notation: +A1, Tanker for Liquefied Gas, Ship Type 2G (-52 degC, 610 kg/m3, 0.275 bar), EO, BIS, COAT-PSPC (B), TMON, NAUTICUS (Newbuilding), BMW-T, ERS, Recyclable

Year of Build: 2017	Builder/Yard: Hyundai Samho Heavy Industries Co. Ltd, Korea
Flag: Malta	Place of Registration: Valletta	GT/NT: 46,250/17,264

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and New York, London, Malta and Netherlands (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means Liberia or Marshall Islands (to be declared by Buyers as soon as possible) (state flag state).

“Charter” means the time charter party dated 10^th November 2015 between VLGC Gamma Owning Ltd. and the Charterers (as defined below)

“Charters” means each of the Charter and the time charter party dated 10^th November 2015 between VLGC Delta Owning Ltd. and the Charterers (as defined below)

“Charterers” means CLEARLAKE SHIPPING PTE LTD. of Singapore.

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means ABN AMRO BANK N.V. (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers and the Buyers.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means USD Bank Account with number : 24.73.56.379, BIC Code : ABNANL2A, IBAN number: NL27ABNA247356379 (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means ABN AMRO BANK N.V., Coolsingel 93, 3012 AE Rotterdam, The Netherlands (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

1. Purchase Price

The Purchase Price is US$ 75,250,000.00 (United States Dollars Seventy Five Million Two Hundred Fifty Thousand) (state currency and amount both in words and figures).

2. Deposit

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of __%(__ per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing joint account for the Parties with the Deposit Holder within three (3) five (5) Banking Days after the date that:

(i) this Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and

(ii) the Deposit Holder has confirmed in writing to the Parties that the joint account in the name of the Sellers and the Buyers has been opened.; and

(iii) (1) the Buyers are in receipt of the written consent of the Charterers to the novation of the Charters to (inter alios) the Buyers and (2) the form of charter novation agreements in relation to the Charters has been agreed by all parties, the foregoing to be complied with by no later than 16th July 2018 (the Termination Date).

The Deposit shall be released in accordance with joint written instructions of the Parties’. Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers’ Account.  The balance of the Purchase Price and all other sums payable on delivery shall be remitted to Sellers’ Bank via conditional payment by SWIFT MT199 (and held to the strict order of the Buyers only) and released to the Sellers’ Account through agreed upon release instructions.  Thereafter a protocol of delivery and acceptance will be signed by representatives of the Buyers and Sellers on delivery. to the Sellers’ Account.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel’s classification records.  The Buyers have also inspected the Vessel at/in Houston (state place)on 4^th – 5^th May 2018 (state date) and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within _______ (state date/period).

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

alternative 4(a)shall apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered with the current Charter attached (see also Clause 22) and taken over safely afloat at a safe and always accessible berth or anchorage at/in Charter range in the Sellers’ option not earlier than 1^st August 2018 and not later than 30^th September 2018(state place/range) in the Sellers’ option (see also Clause 24).

Notice of Readiness shall not be tendered before: ________(date).

Cancelling Date (see Clauses 5(c),6 (a)(i), 6 (a)(iii) and 14): 30th September 2018

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty five (25), twenty (20), fifteen (15), ten (10), five (5) and three (3) days’ approximate notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

(a)*

(i) The Vessel will be delivered without drydocking.  However, Tthe Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line,

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Sellers’ or the Classification Society surveyor’s work, if any, and without affecting the Vessels' timely

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: _______(include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: _______(include list)

Excluded from this sale are personal effects of Master, Officers and Crew including slop chest, log books, holy icons, ISM manuals, original certificates which must be surrendered to the authorities and hired or third party’s items, which shall be taken ashore by the Sellers upon or before delivery of the Vessel.

Notwithstanding the above the following items are to be excluded from the Sale:

a. Oxygen/Acetylene/Freon Gas Bottles

b. All Log Books for Deck and Engine with Buyer’s right to photocopy available logs for the last 3 months only at their own expense

c. All ISPS, ISM And quality documentation and correspondence

d. Vessel’s wireless e-mail system and server

e. Training video library, books, etc

f. Crew/Officers library / walport videos

g. All Master’s Stopchest/Bonded stores, as well as all Master’s and crew’s personal belongings

h. Personal lap-top computers

i. Personal cell phones

j. Contents of Master’s safe

k. Works of Art, Originals, copies, prints, statues

l. Certificates/documents to be returned to authorities

m. All leased, rented, hired equipment

n. VSAT Antenna

o. Extra Inmarsat Equipment (FBB 500)

p. Manager’s Proprietary PMS

Buyers and Sellers will cooperate to transfer any service / hire contracts from the Sellers to the Buyers as agreed between the parties.

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses) at the port and date of delivery

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

of the Vessel or, if unavailable, at the nearest bunkering port.

for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

The Buyers shall not pay for the remaining bunkers on board which shall remain the property of the Charterers.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: Sellers’ Managers’ offices in Athens

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

Sellers to supply the usual market standard documentation which may be reasonably required by the Buyers for the legal transfer of the Vessel and for her registration under her new flag and ownership and additional documents necessary for the novation of the existing time charterparty, charters’ parent company performance guarantees (where applicable) and the assignment of warranties (where applicable) accompanied in each instance with certified English translations where such original documentation is not in English.

Buyers to supply the usual market standard documentation which may be reasonably be required by the Sellers evidencing, amongst other things, the corporate authority of the Buyers to enter into the MOA (which shall include but no limited to original board resolutions, shareholder resolutions, power of attorney, a certificate of good standing (or their equivalent for the place of incorporation of the Buyers) and a protocol of delivery and acceptance, accompanied in each instance with certified English translations where such original documentation is not English and additional documents necessary for the novation of the existing time charterparty and Buyers’ parent company performance guarantees (where applicable).

The list of documentation to be provided under this Agreement shall be discussed and finalized within the first fifteen (15) days after this Agreement has been signed by the Parties.  Such list to be documented by way of Addendum to this agreement.  In case of failure to sign such an Addendum this will not invalidate this MOA.

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than five (5) days (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters (other than the Charter), encumbrances, mortgages and maritime liens or any other claims or debts whatsoever, and is not subject to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, clean, valid and unextended without condition/ recommendation* by the Classification Society or the relevant authorities and which to be valid for a minimum period of at least three (3) months at the time of delivery.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all all actual, properly documented and direct expenses incurred by the Sellers together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all actual, properly documented and direct expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of _______ (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ______(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing.

Contact details for recipients of notices are as follows:

For the Buyers:

Global Meridian Holdings Limited

Canons Court

22 Victoria Street

Hamilton HM 12

Bermuda

For the attention of the Board with cc to

JP Morgan Asset Management (UK) Limited

60 Victoria Embankment

London EC4Y 0JP

In each of the above notice, for the attention of:

Nicholas Meer (nicholas.e.meer@jpmorgan.com)

Christos Kottas (christos.kottas@jpmchase.com)

Colin Whittington (colin.j.whittington@jpmorgan.com)

Vidit Tewari (vidit.d.tewari@jpmorgan.com)

For the Sellers:

VLGC GAMMA OWNING LTD.

c/o TMS CARDIFF GAS LTD.

Athens Licensed Shipping Office

80, Kifissias Avenue,

GR 15125 Amarousion

Greece

Attention : Mr. George Kourelis

Email : gkourelis@tms-cardiffgas.com

18.Entire Agreement

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19. Confidentiality

The provisions of this Agreement and all related documents and the negotiations relating thereto are strictly confidential and no disclosure relating thereto shall be made or issued by or on behalf of either Party to any third party (other than their professional advisors or bankers) except in the terms and at the time agreed by both Parties (such Agreement not be unreasonably withheld or delayed provided that nothing contained in this Clause 19 shall restrict the ability of the Sellers from protecting their interests hereunder and provided, further, that the foregoing shall not restrict a party from making any disclosures required by law or legal process or by rules of any regulatory body (including any stock exchange) to which the Party or its affiliates is subject, but in the event of any such required disclosure, the Party making such disclosure shall endeavour to provide prior written notice to the other Party to enable the other Party to seek a restraining order or other protections, should it so desire.

20. Business Conduct

The Sellers and Buyers each represent and warrant to each other that :

i) it will not, and will procure that its affiliates will not, engage in any activity, practice or conduct which would constitute a breach of any applicable law or convention relating to the prevention of bribery and corruption including, but not limited to (A) the UK Bribery Act 2010 (The Bribery Act); (B) The United States Foreign Corrupt Practices Act of 1977 (as amended); and (C) The Convention on Combating Bribery of Foreign Public Official in International Business Transactions, signed in Paris on December 17^th, 1977, which entered into force on February 15^th, 1999, and conventions commentaries;

ii) it has and will maintain in place throughout the agreement adequate procedures designed to prevent it or any of its affiliates or any of their respective directors, officers, employees, agents or other persons acting on behalf of any of the foregoing, from undertaking any conduct that would give rise to an offence under the bribery act (as each such term is defined in the Bribery Act); and

iii) it and each of its affiliates has not violated and it and each of its affiliates will not violate in any material respect any applicable law or regulation in connection with this Agreement, or in connection with carrying on of its business (including, without limitation, the US Foreign Tax Compliance Act and the US Foreign Corruption Practices Act).

21. Blacklist Clause

The Sellers to confirm in writing on the day of delivery that to the best of the Sellers’ knowledge (but without due enquiry having been made) Vessel and/or Sellers are not blacklisted, or under any kind of sanctions by ITF, OFAC, EU, UK any maritime insurance providers, including P&I clubs, or the Arab Boycott League.

22. Time Charter

The sale to include the existing Charter, guaranteed by Gunvor Group Ltd. in relation to the performance of the Charterers, being novated to the Buyers on terms agreed between the parties.  The Buyers have reviewed and accepted the Charter.

It is the agreement of the Parties and a condition to this Agreement that on or prior to delivery a novation agreement on terms agreed between the parties for the Charter is entered into between the Charterers, the Buyers and the Sellers that includes the issuance of a new Gunvor guarantee in favour of the Sellers.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

For the avoidance of doubt, should the conditions of Clause 2(iii) not be satisfied by the Termination Date, this Agreement shall immediately terminate and be null and void as if it had never been entered into and all obligations, duties and liabilities of each of the Parties to the other under this Agreement shall be discharged without prejudice to the entitlement of the Buyers to claim compensation for their losses and all expenses with interest.

23. Warranties

The Sellers shall on delivery of the Vessel assign to the Buyers all their benefits and rights under the Builder’s warranty and guarantees for the Vessel and her equipment as provided in the Shipbuilding Contract of the Vessel dated 10^th September 2015 for the remaining period of 12 months from the date of delivery of the Vessel by the Builder to the Sellers, being 31^st October 2017

24. Deliveries

The Buyers are simultaneously entering into a separate agreement to buy the vessel “Mont Gele” owned by a company related to the Sellers’ parent company.  It is agreed and understood that the Sellers of each of the vessels (including the Vessel) will deliver one (1) vessel in August 2018 and one (1) vessel in September 2018, and use reasonable commercial endeavours to deliver the vessels a minimum ten (10) Banking Days apart.

25. Bearer Shares

The Sellers represent and warrant on a continuing basis to the Buyers that :

(a) the Sellers do not have any bearer shares in issue nor will they issue bearer shares; and

(b) they shall not nominate an entity under this Agreement which has any bearer shares in issue or that will issue bearer shares.

The Sellers agree that a breach of this clause shall entitle the Buyers to terminate this Agreement at will, that the Deposit together with interest (if any) shall be immediately released to the Buyers and that the Sellers shall sign any required joint release instructions for presentation to the Deposit Holder in order for the Deposit to be released to the Sellers.

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ Dimitris Dreliozis
Name:  Dimitris Dreliozis	Name:  ____________________
Title:   Attorney-in-fact	Title:   ____________________
Date: 4th July, 2018

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

EX-4.51

Exhibit 4.51

Addendum No. 1

to the Memorandum of Agreement dated 4^th July 2018

(the "MOA'')

in respect of "MONT FORT" (the "Vessel'')

between

VLGC DELTA OWNING LTD. of Marshall Islands (the "Sellers")

and

GLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (the "Original Buyers")

1. The Original Buyers hereby nominate:-

MERIDIAN 11 LIMITED (the "Buyers")Registered Office: Canon's Court, 22 Victoria Street, Hamilton, HM 12, Bermuda

as the final buyers to complete the purchase and delivery of the Vessel as per the MOA and the Buyers hereby accept the nomination.

2. The Sellers hereby agree to the above nomination.

3. The Buyers hereby assume all the rights and obligations of the Original Buyers under the MOA.

4. The Original Buyers hereby guarantee the due and punctual performance of the Buyers' obligations under the MOA.

5. Except as otherwise provided herein, all other terms and conditions of the MOA shall remain unchanged and in full force.

6. This Addendum No. 1 shall be governed by and construed in accordance with English law and Clause 16 (Law and Arbitration) of the MOA shall apply to this Addendum No. 1 as if set out herein if full (mutatis mutandis).

7. This Addendum No. 1 may be entered into in any counterparts which when taken together shall constitute one and same instrument.

Date: 16^th July 2018

/s/ Georgios A. Kaklamanos	/s/ Phillip Anderson
For and on behalf of	For and on behalf of
the Sellers	the Original Buyers
/s/ Phillip Anderson
For and on behalf of
the Buyers

S/Mont Fort/Addendum No. 1 with Buyers Comments

EX-4.52

Exhibit 4.52

ADDENDUM No 2

to the

Memorandum of Agreement dated 4^th July 2018as amended by an Addendum No. 1 dated 16^th July 2018 ("the MOA")

between

VLGC GAMMA OWNING LTD. of Marshall Islands (the "Sellers") andMERIDIAN 11 LIMITED of Bermuda (the "Buyers")andGLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (as "Buyers' Guarantor")

for

M.T. MONT FORT

(the "Ship")

1) This Addendum No. 2 dated 24^th July 2018 is supplemental to the MOA governing the sale and purchase of the Ship and shall form an integral part thereof. Words and expressions defined in the MOA shall have the same meaning when used herein.

2) In exchange for payment of the Purchase Price and all other sums payable on delivery under the MOA at the time of delivery of the Ship at closing in Sellers' Managers' Shipmanagement offices in Marousi, Greece, Sellers will provide Buyers with the delivery documents listed below which shall be all originals unless otherwise stated. Any such documents listed below which are not in the English language shall be accompanied by an English translation certified by an authorised translator or by Sellers' lawyer:

a. Two (2) original Bills of Sale for the Ship in a form acceptable to the Liberian authorities duly executed by Sellers Sole Director or a lawful attorney-in-fact of the Sellers evidencing the transfer of all shares in the Ship and in her boats and appurtenances to Buyers and warranting the same are free from all charters (other than the charterparty dated 10 November 2015 as defined in the memorandum of agreement executed by Buyers' Guarantor and the Seller dated 4 July 2018). encumbrances, mortgages and maritime liens or any other debts or claims whatsoever. The two (2) original Bills of Sale shall be notarially attested as to the identity and authority of the signatory to bind the Sellers and legalised by Apostille.

b. (i) Copies of Transcripts of Register from Maltese authorities dated (i) not earlier than three (3) Banking Days of the date of N.O.R. of the Ship and (ii) on the date of delivery of the Ship confirming that:

a) the Ship is owned by the Seller company; and

b) the Ship is free from registered encumbrances save for a mortgage in favour of ABN AMRO BANK N.V.

(ii) Upon tabling of the signed release instructions for the release of the deposit and balance of Purchase Price and all other sums payable on delivery to Sellers' account_; scanned copy of a Transcript of Register from Maltese Authorities dated as of the date of delivery confirming that:

a) the Ship is owned by the Seller company; and

b) the Ship is free from registered encumbrances.

In order to enable Sellers to arrange for the issuance of above Transcripts of Register, the Buyers shall advise in writing the Sellers the date they intend to take delivery of the Vessel on date when N.O.R. is tendered by Sellers. The originals of all three Transcripts of Register to be sent to Buyers by courier earliest possible after the date of delivery of the Ship.

c. Declaration of Class (or depending on the Classification Society) a Class Maintenance Certificate confirming that the Ship is in class without conditions/recommendations, (in its standard format) dated not earlier than three (3) Banking Days prior to delivery.

d. (i) Written Undertaking of the Sellers to effect deletion of the Ship forthwith and provide the Buyers with the original Deletion Certificate or (if relevant) any other official evidence of deletion as soon as practicable and in any case not later than four (4) weeks as of delivery of the Ship

(ii) Written Undertaking of the Sellers to provide the Buyers the original Continuous Synopsis Record (CSR) Document issued by the Maltese Ship Registry certifying the date on which the Ship ceased to be registered with the Maltese Registry as soon as practicable and in any case no later than thirty (30) days as of delivery of the Ship.

e. Resolutions of the Sole Director and Resolutions of the Sole Shareholder of the Sellers resolving and ratifying the entry into the MOA, the sale of the Ship to the Buyers according to the terms of the MOA and the novation of the existing charter party to the Buyers in respect of the Ship and authorising person(s) to execute a Power of Attorney appointing certain person or persons to: (1) execute all necessary documents in order to sell the Ship to the Buyers, including the Bill of Sale, the Protocol of Delivery and Acceptance, the novation to the Charter in respect of the Ship; and (2) deal with all matters relating to completion of sale and transfer of title to the Buyers, including physical delivery and documentary closing of the Ship, as well as any and all flag state matters. The Resolutions shall be notarially attested and legalised by Apostille.

f. Power of Attorney duly executed by Sellers' Sole Director authorising person(s) to execute all necessary documents in order to sell the Ship to the Buyers, including the Bill of Sale, the Protocol of Delivery and Acceptance and the novation to the Charter in respect of the Ship and to deal with all matters relating to the sale and transfer of title to the Buyers, including physical delivery and documentary closing of the Ship, as well as any and all flag state matters. Such Power of Attorney shall be notarially attested and legalised by Apostille.

g. (i) Commercial Invoice (in two (2) originals) for the Ship's Purchase Price.

(ii) Commercial Invoice (in two (2) originals) for lubricating and hydraulic oils and greases.

h. An original Certificate of Incumbency giving details of all the directors and officers of the Sellers, dated the same day as the director's resolutions described in paragraph (e) above and notarised and legalised by Apostille.

i. An original Certificate of Good Standing of the Sellers issued by the competent authorities in the Sellers' country of incorporation and dated not earlier than ten (10) days before the date of delivery.

j. Sellers' letter to their satellite communication provider cancelling the Ship's communications contract which is to be sent immediately after delivery of the Ship.

k. Sellers' letter of confirmation that to the best of Sellers' knowledge (but without due enquiry having been made) the Ship and/or the Sellers are not blacklisted, or under any kind of sanctions by ITF, OFAC, ELT, UK, any marine insurance providers, including P&I clubs, or the Arab Boycott League.

l. Written Undertaking of the Sellers confirming that to their knowledge the Ship has not sustained any underwater damage or touched bottom since the date on which Sellers took title of the Ship.

m. Charter Novation deed executed by the Sellers, the Buyers and the Charterers in relation to the Charter.

No later than ten (10) days prior to the date of delivery, Sellers shall provide Buyers with a full set of specimen copies of the above listed delivery documents to the extent same are available.

3) Buyers will provide Sellers with the following documents in English (all to be originals unless stated otherwise):

a. Resolutions (duly notarially attested in the form customary in Bermuda) of the Board of Directors of the Buyers resolving to buy the Ship from the Sellers and the novation of the Charter to the Buyers in respect of the Ship and authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter:

b. Power of Attorney (duly notarially attested in the form customary in Bermuda) of the Buyers authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter;

c. Certificate of Incumbency disclosing Directors/Officers of the Buyers (duly notarially attested in the form customary in Bermuda) and dated not earlier than the directors' resolutions described above.

d. Certificate of Good Standing of the Buyers issued by competent authorities in the Buyers' Country of Incorporation and dated not earlier than ten (10) days before the date of delivery.

e. Resolutions of the Board of Directors of Buyers' Guarantor (notarially attested in the form customary in Bermuda) authorising the execution of the MOA on behalf of the Buyers' Guarantor by its appointed representative and the guarantee of Buyers' obligations under the MOA.

f. Certificate of Good Standing of the Buyers' Guarantor issued by the relevant authority and dated not earlier than ten (10) days before the date of delivery.

g. Certificate of Incumbency giving details of all the directors and officers of the Buyers' Guarantor issued by the relevant authority and dated not earlier than ten (10) days before the date of delivery.

No later than (10) days prior to delivery, the Buyers shall provide Sellers with a full set of specimen copies of above listed delivery documents to the extent same are available.

4) At the time of delivery the Buyers and the Sellers shall sign Protocol of Delivery and Acceptance ("PDA") confirming the date and time of delivery of the Ship from the Sellers to the Buyers.

All other terms and conditions of the MOA, shall remain in full force and effect.

Clause 16 (Arbitration) of the MOA shall apply, mutatis mutandis, to this Addendum No. 2.

This 24^th day of July, 2018

For and on behalf of	For and on behalf of
the Sellers	the Buyers
VLGC GAMMA OWING LTD	MERIDIAN 11 LIMITED
By: /s/Dimitris Dreliozis	By: /s/Phillip Anderson
Name: Dimitris Dreliozis Title:  Attorney-In-Fact	Name: Phillip Anderson Title:  Director
	For and on behalf of
	the Buyers’ Guarantor
	GLOBAL MERIDIAN HOLDINGS LIMITED
	By: /s/Phillip Anderson
	Name: Phillip Anderson Title: Director

EX-4.53

Exhibit 4.53

ADDENDUM No 3

to the Memorandum of Agreement dated 4^th July 2018

as amended by an Addendum No. 1 dated 16^th July 2018

and as further amended by an Addendum No. 2 dated 24^th July 2018 ("the MOA'')

between

VLGC GAMMA OWNING LTD. of Marshall Islands (the "Sellers")

and

MERIDIAN 11 LIMITED of Bermuda (the "Buyers")

and

GLOBAL MERIDIA HOLDINGS LIMITED of Bermuda (the "Buyers' Guarantor")

for

M.T. MONT FORT

(the "Vessel")

1)This Addendum No. 3 dated 17^th September 2018 is supplemental to the MOA governing the sale and purchase of the Vessel and shall form an integral part thereof. Words and expressions defined in the MOA shall have the same meaning when used herein.

2)It is mutually agreed by the parties to further amend the MOA as follows:

i. by deleting Clause 2 thereof and replacing it with:

"2. Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of 10% (ten per cent), of the Purchase price (the "Deposit") in an interest bearing joint account for the Parties with the Deposit Holder within three (3) Banking Days after the date that:

(i)   this Agreement has been signed by the Parties and exchanged by e-mail or telefax; and

(ii)  the Deposit Holder has confirmed in writing to the Parties that the joint account in the name of the Sellers and the Buyers has been opened; and

(iii)This Addendum No3 has been signed by the Parties and exchanged by e·mail or telefax.

The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any, shall be credited to the Buyers, Any fee charged for

holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay."

ii. by deleting Clause 5 (a) thereof and replacing it with:

"(a) The Vessel shall be delivered with current Charter attached (see also Clause 22) and taken over safely afloat at a safe and accessible berth or anchorage at/in Charter range in the Sellers' option not earlier than 1^st August 2018 and not later than 15^th December 2018 in the Sellers' option.

Cancelling Date (see Clauses 5 (c), 6 (a) (i), 6 (a) (iii) and 14): 15^th December 2018";

iii. by deleting the last paragraph of Clause 22 thereof.

iv. by deleting Clause 24 (Deliveries) thereof.

v. by adding a new clause under No 26 reading as follows:

"In consideration of the Buyers agreeing to vary the Cancelling Date at the request of the Sellers, the Parties hereby agree that the Sellers will pay to the Buyers a fixed, daily compensation of US$ 15,000 (United States Dollars Fifteen Thousand), counting from 00:00hrs (London time), 1^st November 2018 until the Sellers deliver the Vessel to the Buyers (the "Compensation"), as full and final settlement of any and all claims whatsoever the Buyers may have under the MOA, namely, but not limited to, Clause 5 (d) and/or Clause 14 of the MOA. Such amount will be deducted from the purchase price to be paid by the Buyers on the date and time of delivery.

All other terms and conditions of the MOA,shall remain in full force and effect.

The provisions of Clause 16 (Law and Arbitration) of the MOA, as amended and/or supplemented herein, apply, mutatis mutandis, to this Addendum No. 3.

This 17^th day of September, 2018

For and on behalf of For and on behalf of

the Sellers	the Buyers
VLGC GAMMA OWNING LTD.	MERIDIAN 11 LIMITED
By: /s/ George A. Kaklamanos	By: /s/ Philip Anderson
Name: George A. Kaklamanos	Name: Philip Anderson
Title: Attorney-in-fact	Title: Director
By: /s/ Philip Anderson
Name: Philip Anderson
Title: Director

EX-4.54

Exhibit 4.54

ADDENDUM No 2
to the
Memorandum of Agreement dated 4^th July 2018as amended by an Addendum No. l dated 16^th July 2018 (“the MOA”)
between

VLGC DELTA OWNING LTD. of Marshall Islands (the “Sellers”) andMERIDIAN 12 LIMITED of Bermuda (the “Buyers”)and

GLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (as “Buyers’ Guarantor”)
forM.T. MONT GELE(the “Ship”)

1) This Addendum No. 2 dated 24^th July 2018 is supplemental to the MOA governing the sale and purchase of the Ship and shall form an integral part thereof. Words and expressions defined in the MOA shall have the same meaning when used herein.

2) In exchange for payment of the Purchase Price and all other sums payable on delivery under the MOA at the time of delivery of the Ship at closing in Sellers’ Managers· Shipmanagement offices in Marousi, Greece, Sellers will provide Buyers with the delivery documents listed below which shall be all originals unless otherwise stated. Any such documents listed below which are not in the English language shall be accompanied by an English translation certified by an authorised translator or by Sellers’ lawyer:

a. Two (2) original Bills of Sale for the Ship in a form acceptable to the Liberian authorities duly executed by Sellers Sole Director or a lawful attorney-in-fact of the Sellers evidencing the transfer of all shares in the Ship and in her boats and appuurtenances to Buyers and warranting the same are free from all charters (other than the charterparty dated 10 November 2015 as defined in the memorandum of agreement executed by Buyers’ Guarantor and the Seller dated 4 July 2018). encumbrances, mortgages and maritime liens or any other debts or claims whatsoever. The two (2) original Bills of Sale shall be notarially attested as to the identity and authority of the signatory to bind the Sellers and legalised by Apostille.

b. (i) Copies of Transcripts of Register from Maltese authorities dated (i) not earlier than three (3) Banking Days of the date of N.O.R. of the Ship and (ii) on the date of delivery of the Ship confirming that:

a) the Ship is owned by the Seller company; and

b) the Shipis free fromregistered encumbrances save for a mortgage in favour of ABN AMRO BANK N.V.

(ii) Upon tabling of the signed release instructions for the release of the deposit and balance of Purchase Price and all other sums payable on delivery to Sellers· account, scanned copy of a Transcript of Register from Maltese Authorities dated as of the date of delivery confirming that:

a) the Ship is owned by the Seller company; and

b) the Ship is free from registered encumbrances.

In order to enable Sellers to arrange for the issuance of above Transcripts of Register, the Buyers shall advise in writing the Sellers the date they intend to take delivery of the Vessel on date when N.O.R. is tendered by Sellers. The originals of all three Transcripts of Register to be sent to Buyers by courier earliest possible after the date of delivery of the Ship.

c. Declaration of Class (or depending on the Classification Society) a Class Maintenance Certificate confirming that the Ship is in class without conditions/recommendations. (in its standard format) dated not earlier than three (3) Banking Days prior to delivery.

d. (i) Written Undertaking of the Sellers to effect deletion of the Ship forthwith and provide the Buyers with the original Deletion Certificate or (if relevant) any other official evidence of deletion as soon as practicable and in any case not later than four (4) weeks as of delivery of the Ship

(ii) Written undertaking of the Sellers to provide the Buyers the original Continuous Synopsis Record (CSR) Document issued by the Maltese Ship Registry certifying the date on which the Ship ceased to be registered with the Maltese Registry as soon as practicable and in any case no later than thirty (30) days as of delivery of the Ship.

e. Resolutions of the Sole Director and Resolutions of the Sole Shareholder of the Sellers resolving and ratifying the entry into the MOA, the sale of the Ship to the Buyers according to the terms of the MOA and the novation of the existing charter party to the Buyers in respect of the Ship and authorising person(s) to execute a Power of Attorney appointing certain person or persons to: (1) execute all necessary documents in order lo sell the Ship to the Buyers. including the Bill of Sale, the Protocol of Delivery and Acceptance, the novation to the Charter in respect of the Ship: and (2) deal with all matters relating to completion of sale and transfer of title to the Buyers, including physical delivery and documentary closing of the Ship. as well as any and all flag state matters. The Resolutions shall be notarially attested and legalised by Apostille.

f. Power of Attorney duly executed by Sellers· Sole Director authorising person(s) to execute all necessary documents in order to sell the Ship 10 the Buyers. including the Bill of Sale. the Protocol of Delivery and Acceptance and the novation to the Charter in respect of the Ship and to deal with all matters relating to the sale and transfer of title to the Buyers, including physical delivery and documentary closing of the Ship, as well as any and all flag state matters. Such Power of Attorney shall be notarially attested and legalised by Apostille.

g. (i) Commercial Invoice (in two (2) originals) for the Ship’s Purchase Price.

(ii) Commercial Invoice (in two {2) originals) for lubricating and hydraulic oils and greases.

h. An original Certificate of Incumbency giving details of all the directors and officers of the Sellers, dated the same day as the director’s resolutions described in paragraph (e) above and notarised and legalised by Apostille.

i. An original Certificate of Good Standing of the Sellers issued by the competent authorities in the Sellers’ country of incorporation and dated not earlier than ten (10) days before the date of delivery.

j. Sellers’ letter to their satellite communication provider cancelling the Ship’s communications contract which is to be sent immediately after delivery of the Ship.

k. Sellers’ letter of confirmation that to the best of Sellers'·knowledge (but without due enquiry having been made) the Ship and/or the Sellers are not blacklisted, or under any kind of sanctions by ITF, OFAC, EU, UK any marine insurance providers. including P&I clubs. or the Arab Boycott League.

l. Written Undertaking of the Sellers confirming that to their knowledge the Ship has not sustained any underwater damage or touched bottom since the date on which Sellers took title of the Ship.

m. Charter Novation deed executed by the Sellers, the Buyers and the Charterers in relation to the Charter.

No later than ten (10) days prior to the date of delivery, Sellers shall provide Buyers with a full set of specimen copies of the above listed delivery documents to the extent same are available.

3) Buyers will provide Sellers with the following documents in English (all to be originals unless stated otherwise):

a. Resolutions (duly notarially attested in the form customary in Bermuda) of the Board of Directors of the Buyers resolving to buy the Ship from the Sellers and the novation of the Charter to the Buyers in respect of the Ship and authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter;

b. Power of Attorney (duly notarially attested in the form customary in Bermuda) of the Buyers authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter;

c. Certificate of Incumbency disclosing Directors/Officers of the Buyers (duly notarially attested in the form customary in Bermuda) and dated not earlier than the directors’ resolutions described above.

d. Certificate of Good Standing of the Buyers issued by competent authorities in the Buyers· Country of Incorporation and dated not earlier than ten (10) days before the date of delivery.

e. Resolutions of the Board of Directors of Buyers Guarantor (notarially attested in the form customary in Bermuda) authorising the execution of the MOA on behalf of the Buyers’ Guarantor by its appointed representative and the guarantee of Buyers'·obligations under the MOA.

f. Certificate of Good Standing of the Buyers’ Guarantor issued by the relevant authority and dated not earlier than ten (10) days before the date of delivery.

g. Certificate of Incumbency giving details of all the directors and officers of the Buyers·Guarantor issued by the relevant authority and dated not earlier than ten (10) days before the date of delivery.No later than (10) days prior to delivery, the Buyers shall provide Sellers with a full set of specimen copies of above listed delivery documents to the extent same are available.

4) At the time of delivery the Buyers and the Sellers shall sign Protocol of Delivery and Acceptance (“PDA") confirming the date and time of delivery of the Ship from the Sellers to the Buyers.

All other terms and conditions of the MOA, shall remain in full force and effect.

Clause 16 (Arbitration) of the MOA shall apply, mutatis mutandis, to this Addendum No. 2.

This 24^th day of July, 2018

For and on behalf of the Sellers		For and on behalf of the Buyers
VLGC DELTA OWNING LTD.		MERIDIAN 12 LIMITED
By:	/s/ Dimitrios Dreliozis	By:	/s/ Phillip Anderson
Name:	Dimitrios Dreliozis	Name:	Phillip Anderson
Title:	Attorney-In-Fact	Title:	Director
		For and on behalf of the Buyers' Guarantor
		GLOBAL MERIDIAN HOLDINGS LIMITED
		By:	/s/ Phillip Anderson
		Name:	Phillip Anderson
		Title:	Director

EX-4.55

Exhibit 4.55

ADDENDUM No 3to the Memorandum of Agreement dated 4^th July 2018as amended by an Addendum No. 1 dated 16^th July 2018and as further amended by an Addendum No. 2 dated 24^th July 2018 (“the MOA”)
between
VLGC DELTA OWNING LTD. of Marsha11 Islands (the “Sellers”)
and
MERIDIAN 12 LIMITED of Bermuda (the “Buyers”)
and
GLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (the “Buyers’ Guarantor")
for
M.T. MONT GELE (the “Vessel”)

l) This Addendum No. 3 dated 17^th September 2018 is supplemental to the MOA governing the sale and purchase of the Vessel and shall form an integral part thereof Words and expressions defined in the MOA shall have the same meaning when used herein.

2)It is mutually agreed by the parties to further amend the MOA as follows:

i. by deleting Clause 2 thereof and replacing it with:

“2. Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of 10% (ten per cent), of the Purchase price (the “Deposit”) in an interest bearing joint account for the Parties with the Deposit Holder within three (3) Banking Days after the date that:

(i)this Agreement has been signed by the Parties and exchanged by e-mail or telefax; and

(ii)the Deposit Holder has confirmed in writing to the Parties that the joint account in the name of the Sellers and the Buyers has been opened; and

(iii)This Addendum No3 has been signed by the Parties and exchanged by e- mail or telefax.

The Deposit shall be released in accordance with Joint written instructions of the Parties. Interest, if any, shall be credited to the Buyers. Any fee charged for

holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.”

ii. by deleting Clause 5 (a) thereof and replacing it with:

“(a) The Vessel shall be delivered with current Charter attached (see also Clause 22) and taken over safely afloat at a safe and accessible berth or anchorage at/in Charter range in the Sellers’ option not earlier than 1^st August 2018 and not later 15^th December 2018 in the Sellers’ option.

Cancelling Date (see Clauses 5 (c), 6 (a) (i), 6 (a) (iii) and 14): 15^th December 2018”;

iii. by deleting the last paragraph of Clause 22 thereof.

iv. by deleting Clause 24 (Deliveries) thereof:

v. by adding a new clause under No 26 reading as follows:

“In consideration of the Buyers agreeing to vary the Cancelling Date at the request of the Sellers, the Parties hereby agree that the Sellers will pay to the Buyers a fixed, daily compensation of US$ 15,000 (United States Dollars Fifteen Thousand), counting from 00:00hrs (London time), 1^stOctober 2018 until the Sellers deliver the Vessel to the Buyers (the “Compensation”),as full and final settlement of any and all claims whatsoever the Buyers may have under the MOA, namely, but not limited to, Clause 5 (d) and/or Clause 14 of the MOA. Such amount will be deducted from the purchase price to be paid by the Buyers on the date and time of delivery.

All other terms and conditions of the MOA, shall remain in full force and effect.

The provisions of Clause 16 (Law and Arbitration) of the MOA, as amended and/or supplemented herein, apply, mutatis mutandis, to this Addendum No. 3.

This 17^th day of September, 2018

For and on behalf of For and on behalf of

2

the Sellers		the Buyers
VLGC DELTA OWNING LTD.		MERIDIAN 12 LIMITED
By:	/s/ George Kaklamanos	By:	/s/ Phillip Anderson
Name:	George Kaklamanos	Name:	Phillip Anderson
Title:	Attorney-in-fact	Title:	Director
For and on behalf of
the Buyers' Guarantor
GLOBAL MERIDIAN HOLDINGS LIMITED
By:	/s/ Phillip Anderson
Name:	Phillip Anderson
Title:	Director

3

EX-4.56

Exhibit 4.56

DEED OF NOVATION

THIS DEED OF NOVATION is made the 21^st day of September 2018

BETWEEN

(1) VLGC GAMMA OWNING LTD a company existing under the laws of the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "ORIGINAL OWNERS")

and

(2) CLEARLAKE SHIPPING PTE LTD a company existing under the laws of Singapore, with registered office at 12 Marina Boulevard, # 35·02 MBFC Tower 3, Singapore 018982 (the "CHARTERERS")

and

(3) MERIDIAN 11 LIMITED a company existing under the laws of the Bermuda with its registered address at Canon’s Court 22, Victoria Street, Hamilton, HM12, Bermuda (the "NEW OWNERS")

Collectively the “Parties” and each a “Party”.

WHEREAS:

(A) The Original Owners and the Charterers entered into a charter party dated 10 November 2015 for the hire of MV MONT FORT (the "Vessel")by the Charterers from the Original Owners for a period of ten (10) years upon the terms and conditions set out therein (the "Time Charter Party"). TheVessel was delivered to the Charterers under the Time Charter Party on 5^th November 2017 at 02:30 hours UTC.

(B) The Charterers procured the issuance to the Original Owners of a performance guarantee (the "Existing Guarantee")from Gunvor Group Ltd of Cyprus (the "Existing Guarantor").

(C) The Original Owners have agreed to sell and the New Owners have agreed to purchase the Vessel pursuant to a contract of sale as amended and supplemented from time to time between them dated 4th July 2018 (the "MOA").

(D) It is a condition precedent under the MOA that the Vessel shall be sold with balance of the Time Charter Party. Subject to the terms of the MOA, the Original Owners have agreed to deliver the Vessel to the New Owners together with the balance of the Time Charter Party and the New Owners have agreed to take delivery of the Vessel together with the balance of the Time Charter Party.

(E) The Parties hereto have agreed, inter alia, with effect from the Effective Date (as defined below), and upon the terms and conditions set out herein, to novate the Time Charter Party and replace the Original Owners with the New Owners.

NOW THEREFORE THIS DEED WITNESSETH as follows:

1. Novation

1.1 By mutual agreement between the Parties and in consideration of the mutual promises, undertakings and releases herein contained, all rights and obligations of the Original Owners under the Time Charter Party shall be novated and transferred from the Original Owners

1

the New Owners and the New Owners shall be bound by the terms and conditions of the Time Charter Party in the place of the Original Owners as the owner under the Time Charter Party, save that the New Owners shall not have any liability for claims, demands, costs, loss, damages, expenses or liabilities whatsoever and howsoever arising in relation to the Time Charter Party prior to the Effective Date, whether or not such claims are known at the Effective Date;

1.2 The Original Owners hereby release and discharge the Charterers from all their obligations whatsoever contained in the Time Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Time Charter Party whether prior to, on or subsequent to the Effective Date;

1.3 The New Owners agree to perform all the duties and to discharge all the obligations of Original Owners under the Time Charter Party and to be bound by all the terms and conditions of the Time Charter Party in every way as if New Owners were named in the Time Charter Party ab initio in place of Original Owners. Without limiting the generality of the foregoing, the New Owners and the Charterers acknowledge and agree that the Charterers shall only have the right to enforce against the New Owners the Time Charter Party and pursue all claims and demands (future) whatsoever arising out of or in respect of the Time Charter Party the cause of which being incurred or arising on or subsequent to the Effective Date;

1.4 The Charterers hereby release and discharge the Original Owners from all their obligations whatsoever contained in the Time Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Time Charter Party whether prior to, on or subsequent to the Effective Date;

1.5 The Charterers agree to perform all their duties and all their obligations under the Time Charter Party and to be bound by all the terms and conditions of the Time Charter Party in every way as if New Owners were named in the Time Charter Party ab initio in place of Original Owners. Without limiting the generality of the foregoing, the Charterers and the New Owners acknowledge and agree that the New Owners shall only have the right to enforce against the Charterers the Time Charter Party and pursue all claims and demands (future or existing) whatsoever arising out of or in respect of the Time Charter Party the cause of which being incurred or arising on or subsequent to the Effective Date;

1.6 In this Deed the expression "Effective Date"means the date and time the Vessel was delivered to the New Owners by the Original Owners as evidenced by the Protocol of Delivery and Acceptance signed by the New Owners and the Original Owners, pursuant to the MOA.

The Original Owners shall provide to the New Owners and the Charterers approximate notices of the anticipated Effective Date, fifteen (15), seven (7), five (5), three (3), two (2) and then one (1) day definite notice in advance of the Effective Date, stating the date and time.

2. Amendments to the Time Charter Party

2.1 The Charterers agree that from the Effective Date the new managers of the Vessel appointed by the New Owners shall be :

Bernhard Schulte Shipmanagement (Singapore) Pte Ltd, a company existing under the laws of Singapore with registered office at 152 Beach Road, #32-00 Gateway East, Singapore 189721 (Tel: +65 6309 5253).

2

2.2 The Charterers agree that from the Effective Date the New Owners shall have the right to change the name of the Vessel, the class, and her flag to Vega Sun, DnV-GL (i.e. no change) and Liberia respectively. The New Owners warrant and undertake that such changes shall be effected without affecting the Charterers’ operations adversely and any costs and expenses related thereto including off-hire shall be borne by the New Owners.

3. Warranties

The New Owners warrant and undertake that:

3.1 they are, as at the Effective Date, the registered owners of the Vessel; and

3.2 before the Effective Date, they shall provide the Charterers details of the bank account where payment of the hire and other monies due under the Time Charter Party referred in Clause 9 of the Time Charter Party.

3.3 Each Party represents and warrants to each of the other Parties that:

a. it has power, capacity and authority to execute and deliver this Deed;

b. this Deed is valid and binding on it;

c. it has received all such information and explanation as it may require or be considered to require in order to enter into this Deed; and

d. it is aware that each Party to this Deed is relying upon the warranties in this Deed in executing and delivering this Deed.

4. Charter Hire

4.1 The Original Owners shall be paid hire by the Charterers in accordance with the Time Charter Party up to the Effective Date. The New Owners shall be paid hire by the Charterers in accordance with the Time Charter Party from the Effective Date. Payment shall be made to the New Owners in accordance with the clause 3.2 above of this Deed.

4.2 If hire or charge has been paid by the Charterers to the Original Owners for a period extending beyond the Effective Date, there shall be an appropriate accounting adjustment made between the Original Owners and the New Owners and payment shall be made accordingly by the Original Owners to the New Owners at the Effective Date or as soon thereafter as may be convenient but not later than within five (5) working days after the Effective Date. Neither the Original Owners nor the New Owners shall have any claims against the Charterers in respect of any hire or charge earned after the Effective Date which was properly paid in advance to the Original Owners by the Charterers in accordance with the terms of the Time Charter Party.

5. Guarantee

Within two (2) business days of the Effective Date, the Charterers shall deliver to the New Owners either a valid and legally binding novation to the Existing Guarantee (such novation to be in a form acceptable to the New Owners, acting reasonably) or a new valid and legally binding guarantee substantially in the same form as the Existing Guarantee. Such novated or newly issued Guarantee shall be effective from the Effective Date.

6. Costs and Expenses

Each Party shall pay its own costs, charges and expenses in relation to the negotiation and execution of this Deed.

3

7. Third Party Rights

No third parties may enforce any term of this Deed, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.

8. Notices

All notices, requests and other communications required or permitted to be given by the Charterers to the New Owners under the Time Charter Party shall be given to the New Owners’ as follows:

C/O J.P. Morgan Asset Management60 Victoria EmbankmentLondon EC4Y 0JPUnited KingdomTel: +44(0)2077421103Email:vidit.d.tewari@ipmorgan.comnicholas.e.meer@jpmorgan.com

For the attention of Vidit Tewari and Nick E. Meer

9. Dispute Resolution

9.1 This Deed shall be governed by and construed in accordance with English law.

9.2 All disputes arising under, out of or in connection with this Deed between Original Owners and New Owners or between Original Owners and Charterers shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause  The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. In cases where neither the claim nor any counterclaim exceeds the sum of USD100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

9.3 All disputes arising under, out of or in connection with this Deed or the Time Charter Party between New Owners and Charterers shall be referred to arbitration in accordance with Clause 46 of the Time Charter Party.

IN WITNESS WHEREOF this Deed has been duly executed and delivered on the date first written above.

EXECUTED AND DELIVERED AS A DEED
by VLGC GAMMA OWNING LTD
acting by Georgios A. Kaklamanos		/s/ Georgios Kaklamanos
its attorney-in-fact duly authorised
in the presence of
Witness:		/s/ Eriketi Koylyva
Name:	Eriketi Koylyva Attorney-at-Law
Address:	16 Illossoy Str. 134 50 Nukara, Athens, Greece Mob: 30 6954 676079

4

EXECUTED AND DELIVERED AS A DEED
by CLEARLAKE SHIPPING PTE LD
acting by Capt. Mani Raaj Sivalingam		/s/ Mani Raaj Sivalingam
in the presence of Director
Witness:	Alan Ong	/s/ Alan Ong
Name:
Address:	BLK, 443, Sin Ming Ave. #09-433, 5570443
EXECUTED AND DELIVERED AS A DEED
by MERIDIAN 11 LIMITED
acting by Phillip Anderson		/s/ Phillip Anderson
its attorney-in-fact duly authorised
in the presence of
Witness:		/s/ Tiffany Sousa
Name:	Tiffany Sousa
Address:	Canons Court 22 Victoria Street Hamilton HM 12 Bermuda

5

EX-4.57

Exhibit 4.57

DEED OF NOVATION

THIS DEED OF NOVATION is made the 21^st day of September 2018

BETWEEN

(1) VLGC DELTA OWNING LTD a company existing under the laws of the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “ORIGINAL OWNERS”)

and

(2) CLEARLAKE SHIPPING PTE LTD a company existing under the laws of Singapore, with registered office at 12 Marina Boulevard, # 35-02 MBFC Tower 3, Singapore 018982 (the “CHARTERERS”)

and

(3) MERIDIAN 12 LIMITED a company existing under the laws of the Bermuda with its registered address at Canon’s Court 22, Victoria Street, Hamilton, HM12, Bermuda (the “NEW OWNERS”)

Collectively the ‘Parties” and each a “Party”.

WHEREAS:

(A) The Original Owners and the Charterers entered into a charter party dated 10 November 2015 for the hire of MV MONT GELE (the “Vessel”)by the Charterers from the Original Owners for a period of ten (10) years upon the terms and conditions set out therein (the “Time Charter Party”).  The Vessel was delivered to the Charterers under the Time Charter Party on 111h January 2018 at 01:00 hours UTC.

(B) The Charterers procured the issuance to the Original Owners of a performance guarantee (the “Existing Guarantee’’) from Gunvor Group Ltd of Cyprus (the “Existing Guarantor”).

(C) The Original Owners have agreed to sell and the New Owners have agreed to purchase the Vessel pursuant to a contract of sale as amended and supplemented from time to time between them dated 4^th July 2018 (the “MOA”).

(D) It is a condition precedent under the MOA that the Vessel shall be sold with balance of the Time Charter Party.  Subject to the terms of the MOA, the Original Owners have agreed to deliver the Vessel to the New Owners together with the balance of the Time Charter Party and the New Owners have agreed to take delivery of the Vessel together with the balance of the Time Charter Party.

(E) The Parties hereto have agreed, inter alia, with effect from the Effective Date (as defined below), and upon the terms and conditions set out herein, to novate the Time Charter Party and replace the Original Owners with the New Owners.

NOW THEREFORE THIS DEED WITNESSETH as follows:

1. Novation

1.1 By mutual agreement between the Parties and in consideration of the mutual promises,undertakings and releases herein contained, all rights and obligations of the Original

1

Owners under the Time Charter Party shall be novated and transferred from the Original Owners to the New Owners and the New Owners shall be bound by the terms and conditions of the Time Charter Party in the place of the Original Owners as the owner under the Time Charter Party, save that the New Owners shall not have any liability for claims, demands, costs, loss, damages, expenses or liabilities whatsoever and howsoever arising in relation to the Time Charter Party prior to the Effective Date, whether or not such claims are known at the Effective Date;

1.2 The Original Owners hereby release and discharge the Charterers from all their obligations whatsoever contained in the Time Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Time Charter Party whether prior to, on or subsequent to the Effective Date;

1.3 The New Owners agree to perform all the duties and to discharge all the obligations of Original Owners under the Time Charter Party and to be bound by all the terms and conditions of the Time Charter Party in every way as if New Owners were named in the Time Charter Party ab initio in place of Original Owners.  Without limiting the generality of the foregoing, the New Owners and the Charterers acknowledge and agree that the Charterers shall only have the right to enforce against the New Owners the Time Charter Party and pursue all claims and demands (future) whatsoever arising out of or in respect of the Time Charter Party the cause of which being incurred or arising on or subsequent to the Effective Date;

1.4 The Charterers hereby release and discharge the Original Owners from all their obligations whatsoever contained in the Time Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Time Charter Party whether prior to, on or subsequent to the Effective Date;

1.5 The Charterers agree to perform all their duties and all their obligations under the Time Charter Party and to be bound by all the terms and conditions of the Time Charter Party in every way as if New Owners were named in the Time Charter Party ab initio in place of Original Owners.  Without limiting the generality of the foregoing, the Charterers and the New Owners acknowledge and agree that the New Owners shall only have the right to enforce against the Charterers the Time Charter Party and pursue all claims and demands (future or existing) whatsoever arising out of or in respect of the Time Charter Party the cause of which being incurred or arising on or subsequent to the Effective Date;

1.6 In this Deed the expression “Effective Date” means the date and time the Vessel was delivered to the New Owners by the Original Owners as evidenced by the Protocol of Delivery and Acceptance signed by the New Owners and the Original Owners, pursuant to the MOA.

The Original Owners shall provide to the New Owners and the Charterers approximate notices of the anticipated Effective Date, fifteen (15), seven (7), five (5), three (3), two (2) and then one (1) day definite notice in advance of the Effective Date, stating the date and time.

2. Amendments to the Time Charter Party

2.1 The Charterers agree that from the Effective Date the new managers of the Vessel appointed by the New Owners shall be :

Bernhard Schulte Shipmanagement (Singapore) Pte Ltd, a company existing under the laws of Singapore with registered office at 152 Beach Road, #32-00 Gateway East, Singapore 189721 (Tel: +65 6309 5253).

2

2.2 The Charterers agree that from the Effective Date the New Owners shall have the right to change the name of the Vessel, the class, and her flag to Vega Song, DnV-Gl (i.e. no change) and Liberia respectively.  The New Owners warrant and undertake that such changes shall be effected without affecting the Charterers’ operations adversely and any costs and expenses related thereto including off-hire shall be borne by the New Owners.

3. Warranties

The New Owners warrant and undertake that:

3.1 they are, as at the Effective Date, the registered owners of the Vessel; and

3.2 before the Effective Date, they shall provide the Charterers details of the bank account where payment of the hire and other monies due under the Time Charter Party referred in Clause 9 of the Time Charter Party.

3.3 Each Party represents and warrants to each of the other Parties that:

a. it has power, capacity and authority to execute and deliver this Deed;

b. this Deed is valid and binding on it;

c. it has received all such information and explanation as it may require or be considered to require in order to enter into this Deed; and

d. it is aware that each Party to this Deed is relying upon the warranties in this Deed in executing and delivering this Deed.

4. Charter Hire

4.1 The Original Owners shall be paid hire by the Charterers in accordance with the Time Charter Party up to the Effective Date.  The New Owners shall be paid hire by the Charterers in accordance with the Time Charter Party from the Effective Date.  Payment shall be made to the New Owners in accordance with the clause 3.2 above of this Deed.

4.2 If hire or charge has been paid by the Charterers to the Original Owners for a period extending beyond the Effective Date, there shall be an appropriate accounting adjustment made between the Original Owners and the New Owners and payment shall be made accordingly by the Original Owners to the New Owners at the Effective Date or as soon thereafter as may be convenient but not later than within five (5) working days after the Effective Date.  Neither the Original Owners nor the New Owners shall have any claims against the Charterers in respect of any hire or charge earned after the Effective Date which was properly paid in advance to the Original Owners by the Charterers in accordance with the terms of the Time Charter Party.

5. Guarantee

Within two (2) business days of the Effective Date, the Charterers shall deliver to the New Owners either a valid and legally binding novation to the Existing Guarantee (such novation to be in a form acceptable to the New Owners, acting reasonably) or a new valid and legally binding guarantee substantially in the same form as the Existing Guarantee.  Such novated or newly issued Guarantee shall be effective from the Effective Date.

6. Costs and Expenses

Each Party shall pay its own costs.  charges and expenses in relation to the negotiation and execution of this Deed.

3

7. Third Party Rights

No third parties may enforce any term of this Deed, whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.

8. Notices

All notices, requests and other communications required or permitted to be given by the Charterers to the New Owners under the Time Charter Party shall be given to the New Owners’ as follows:

C/O J.P. Morgan Asset Management60 Victoria EmbankmentLondon EC4Y 0JPUnited KingdomTel: +44(0)2077421103Email:vidit.d.tewari@jpmorgan.comnicholas.e.meer@jpmorgan.comFor the attention of Vidit Tewari and Nick E. Meer

9. Dispute Resolution

9.1 This Deed shall be governed by and construed in accordance with English law.

9.2 All disputes arising under, out of or in connection with this Deed between Original Owners and New Owners or between Original Owners and Charterers shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.  The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced .  The reference shall be to three arbitrators.  In cases where neither the claim nor any counterclaim exceeds the sum of USD100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the lime when the arbitration proceedings are commenced.

9.3 All disputes arising under, out of or in connection with this Deed or the Time Charter Party between New Owners and Charterers shall be referred to arbitration in accordance with Clause 46 of the Time Charter Party.

IN WITNESS WHEREOF this Deed has been duly executed and delivered on the date first written above.

EXECUTED AND DELIVERED AS A DEED

by VLGC DELTA OWNING LTD

acting by Georgios A. Kaklamanos

its attorney-in-fact duly authorised

in the presence of

Witness	/s/ Eriketi Kolyva
Name:	Eriketi Kolyva Attorney-at-law
Address:	16 Ilossou Str. 184 50, Nikaia, Athens, Greece Mob.: +30 6984 676079

4

EXECUTED AND DELIVERED AS A DEED

by CLEARLAKE SHIPPING PTE LTD

acting by Capt. Mani Raaj SIVALINGAM Director

/s/ Mani Raaj Sivalingam

in the presence of

Witness	/s/ Alan Ong
Name:	Alan Ong
Address:	22 Victor Blk 443, Sia Ming Ave. #09-433, 5570443

EXECUTED AND DELIVERED AS A DEED

by MERIDIAN 12 LIMITED

acting by Philip Anderson

/s/ Philip Anderson

its attorney-in-fact duly authorised

in the presence of

Witness	/s/ Tiffany Sousa
Name:	Tiffany Sousa
Address:	Canons Court 22 Victoria Street Hamilton HM 12 Bermuda

5

EX-4.58

Exhibit 4.58

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated 4th July 2018

VLGC ALPHA OWNING LTD., Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and GLOBAL MERIDIAN HOLDINGS LIMITED or its guaranteed nominee (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vessel: Anderida

IMO Number: 9793234

Classification Society: DNV GL

Class Notation: +A1, Tanker for Liquefied Gas, Ship Type 2G (-52 degC, 610 kg/m3, 0.275 bar), EO, BIS, COAT-PSPC (B), TMON, NAUTICUS (Newbuilding), BWM-T, ERS, Recyclable

Year of Build: 2017	Builder/Yard: Hyundai Samho Heavy Industries Co. Ltd, Korea
Flag: Malta	Place of Registration: Valletta	GT/NT: 46,250/17,264

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and New York, London, Malta and Netherlands (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means Liberia or Marshall Islands (to be declared by Buyers 30 days prior to delivery) (state flag state).

“Charter” means the time charter party dated 15^th September 2015 between VLGC Alpha Owning Ltd. and the Charterers (as defined below)

“Charters” means each of the Charter and the time charter party dated 15^th September 2015 between VLGC Beta Owning Ltd. and the Charterers (as defined below)

“Charterers” means SHELL TRADING INTERNATIONAL LIMITED of London, U.K.

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means ABN AMRO BANK N.V. (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers and the Buyers.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means USD Bank Account with number : 24.73.55.941, BIC Code : ABNANL2A, IBAN number : NL19ABNA0247355941 (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means ABN AMRO BANK N.V., Coolsingel 93, 3012 AE Rotterdam, The Netherlands (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

1. Purchase Price

The Purchase Price is US$ 76,750,000.00 (United States Dollars Seventy Six Million Seven Hundred Fifty Thousand) (state currency and amount both in words and figures).

2. Deposit

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of__% (__ per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing joint account for the Parties with the Deposit Holder within three (3) five (5) Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and

(ii) The Deposit Holder has confirmed in writing to the Parties that the joint account in the name of the Sellers and the Buyers has been opened; and

(iii) the Buyers are in receipt of written confirmation of: (i) the Buyers and its nominees have received KYC Clearance from Charterers; (ii) the Buyers’ replacement guarantor for the Charter has been accepted by Charterers; and (iii) the form of charter novation agreements in relation to the Charters has been agreed by all parties.

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Seller’s Account.  The balance of the Purchase Price and all other sums payable on delivery, shall be remitted to Sellers’ Bank via conditional payment by SWIFT MT199 (and held to the strict order of the Buyers only) and released to the Sellers’ Account through agreed upon release instructions.  Thereafter a protocol of delivery and acceptance will be signed by representatives of the Buyers and Sellers on delivery. to the Sellers’ Account.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel’s classification records.  The Buyers have also inspected the Vessel at/in Houston(state place) on 15th – 16^th May 2018(state date)and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within _______ (State date/period).

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered with the current Charter attached (see also Clause 22) and taken over safely afloat at a safe and always accessible berth or anchorage at/in Charter range in the Sellers’ option not earlier than 1^st August 2018 and not later than 30^th September 2018 (state place/range) in the Sellers’ option (see also Clause 23).

Notice of Readiness shall not be tendered before: ________ (date).

Cancelling Date (see Clauses 5(c),6 (a)(i), 6 (a) (iii) and 14): 30th September 2018

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty five (25), twenty (20), fifteen (15), ten (10), five (5) and three (3) days’ approximate notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

(a)*

(i) The Vessel will be delivered without drydocking.  However, Tthe Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line,

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

delivery.  If, however, the Buyers’ work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: _______ (include list)

Excluded from this sale are personal effects of Master, Officers and Crew including stop chest, log books, holy icons, ISM manuals, original certificates which must be surrendered to the authorities and hired or third party’s items, which shall be taken ashore by the Sellers upon or before delivery of the Vessel.

Notwithstanding the above the following items are to be excluded from the Sale:

a. Oxygen/Acetylene/Freon Gas Bottles

b. All Log Books for Deck and Engine with Buyer’s right to photocopy available logs for the last 3 months only at their own expense

c. All ISPS, ISM And quality documentation and correspondence

d. Vessel’s wireless e-mail system and server

e. Training video library, books, etc

f. Crew/Officers library / walport videos

g. All Master’s Stopchest/Bonded stores, as well as all Master’s and crew’s personal belongings

h. Personal lap-top computers

i. Personal cell phones

j. Contents of Master’s safe

k. Works of Art, Originals, copies, prints, statues

l. Certificates/documents to be returned to authorities

m. All leased, rented, hired equipment

n. VSAT Antenna

o. Extra Inmarsat Equipment (FBB 500)

p. Manager’s Proprietary PMS

Buyers and Sellers will cooperate to transfer any service / hire contracts from the Sellers to the Buyers as agreed between the parties.

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses) at the port and date of delivery

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

of the Vessel or, if unavailable, at the nearest bunkering port.

for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

The Buyers shall not pay for the remaining bunkers on board which shall remain the property of the Charterers.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: Sellers’ Managers’ offices in Athens

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

Sellers to supply the usual market standard documentation which may be reasonably required by the Buyers for the legal transfer of the Vessel and for her registration under her new flag and ownership and additional documents necessary for the novation of the existing time charterpary, charters’ parent company performance guarantees (where applicable) and the assignment of warranties (where applicable) accompanied in each instance with certified English translations where such original documentation is not in English.

Buyers to supply the usual market standard documentation which may be reasonably be required by the Sellers evidencing, amongst other things, the corporate authority of the Buyers to enter into the MOA (which shall include but no limited to original board resolutions, shareholder resolutions, power of attorney, a certificate of good standing (or their equivalent for the place of incorporation of the Buyers) and a protocol of delivery and acceptance, accompanied in each instance with certified English translations where such original documentation is not English and additional documents necessary for the novation of the existing time charterparty and Buyers’ patent company performance guarantees (where applicable).

The list of documentation to be provided under this Agreement shall be discussed and finalized within the first fifteen (15) days after this Agreement has been signed by the Parties.  Such list to be documented by way of Addendum to this agreement.  In case of failure to sign such an Addendum this will not invalidate this MOA.

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than five (5) days (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above the documentary addendum, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters (other than the Charter), encumbrances, mortgages and maritime liens or any other claims or debts whatsoever, and is not subject to Port State or other administrative detentions. In order not to delay delivery of the Vessel The Sellers hereby undertake to indemnify the Buyers against all consequences of any potential claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates per the documentary addendum referred to in Clause 8, as well as all other certificates the Vessel had at the time of inspection, clean, valid and unextended without condition/ recommendation* by the Classification Society or the relevant authorities and which to be valid for a minimum period of at least three (3) months at the time of delivery.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and all actual, properly documented and direct for all expenses incurred by the Sellers together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all actual, properly documented and direct expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ______(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing.

Contact details for recipients of notices are as follows:

For the Buyers:

Global Meridian Holdings Limited

Canons Court

22 Victoria Street

Hamilton HM 12

Bermuda

For the attention of the Board with cc to

JP Morgan Asset Management (UK) Limited

60 Victoria Embankment

London EC4Y 0JP

In each of the above notice, for the attention of:

Nicholas Meer (nicholas.e.meer@jpmorgan.com)

Christos Kottas (chirstos.kottas@jpmchase.com)

Colin Whittington (colin.j.whittington@jpmorgan.com)

Vidit Tewari (vidit.d.tewari@jpmorgan.com)

For the Sellers:

VLGC ALPHA OWNING LTD.

c/o TMS CARDIFF GAS LTD.

Athens Licensed Shipping Office

80, Kifissias Avenue,

GR 15125 Amarousion

Greece

Attention : Mr. George Kourelis

Email : gkouelis@tms-cardiffgas.com

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19. Confidentiality

The provisions of this Agreement and all related documents and the negotiations relating thereto are strictly confidential and no disclosure relating thereto shall be made or issued by or on behalf of either Party to any third party (other than their professional advisors or bankers) except in the terms and at the time agreed by both Parties (such Agreement not be unreasonably withheld or delayed provided that nothing contained in this Clause 19 shall restrict the ability of the Sellers from protecting their interests hereunder and provided, further, that the foregoing shall not restrict a party from making any disclosures required by law or legal process or by rules of any regulatory body (including any stock exchange) to which the Party or its affiliates is subject, but in the event of any such required disclosure, the Party making such disclosure shall endeavour to provide prior written notice to the other Party to enable the other Party to seek a restraining order or other protections, should it so desire.

20. Business Conduct

The Sellers and Buyers each represent and warrant to each other that :

i) it will not, and will procure that its affiliates will not, engage in any activity, practice or conduct which would constitute a breach of any applicable law or convention relating to the prevention of bribery and corruption including, but not limited to (A) the UK Bribery Act 2010 (The Bribery Act); (B) The United States Foreign Corrupt Practices Act of 1977 (as amended); and (C) The Convention on Combating Bribery of Foreign Public Official in International Business Transactions, signed in Paris on December 17^th, 1977, which entered into force on February 15^th, 1999, and conventions commentaries;

ii) it has and will maintain in place throughout the agreement adequate procedures designed to prevent it or any of its affiliates or any of their respective directors, officers, employees, agents or other persons acting on behalf of any of the foregoing, from undertaking any conduct that would give rise to an offence under the bribery act (as each such term is defined in the Bribery Act); and

iii) it and each of its affiliates has not violated and it and each of its affiliates will not violate in any material respect any applicable law or regulation in connection with this Agreement, or in connection with carrying on of its business (including, without limitation, the US Foreign Tax Compliance Act and the US Foreign Corruption Practices Act).

21. Blacklist Clause

The Sellers to confirm in writing on the day of delivery that to the best of the Sellers’ knowledge (but without due enquiry having been made) Vessel and/or Sellers are not blacklisted, or under any kind of sanctions by ITF, OFAC, EU, UK any maritime insurance providers, including P&I clubs, or the Arab Boycott League.

22. Time Charter

The sale to include the existing Charter, guaranteed by CARDIFF LNGSHIPS LTD. in relation to the performance of the Sellers.  The Buyers have reviewed and accepted the above mentioned Charter.

It is the agreement of the parties that on or prior to delivery a novation agreement to above Charter is entered into between the Charterers, the Buyers and the Sellers that includes the replacement of the existing Guarantee of CARDIFF LNGSHIPS LTD. with the Buyers’ Parent Company Guarantee as requested by the Charterers.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

23. Deliveries

The Buyers are simultaneously entering into a separate agreement to buy the vessel “Aisling” owned by a company related to the Sellers’ parent company.  It is agreed and understood that the Sellers of each of the vessels (including the Vessel) will deliver one (1) vessel in August 2018 and one (1) vessel in September 2018, and use reasonable commercial endeavours to deliver the vessels a minimum ten (10) Banking Days apart.

24. Bearer Shares

The Sellers represent and warrant on a continuing basis to the Buyers that :

(a) the Sellers do not have any bearer shares in issue nor will they issue bearer shares; and

(b) they shall not nominate an entity under this Agreement which has any bearer shares in issue or that will issue bearer shares.

The Sellers agree that a breach of this clause shall entitle the Buyers to terminate this Agreement at will, that the Deposit together with interest (if any) shall be immediately released to the Buyers and that the Sellers shall sign any required joint release instructions for presentation to the Deposit Holder in order for the Deposit to be released to the Sellers.

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ Dimitrios Dreliozis	/s/ Philip Anderson
Name: Dimitrios Dreliozis	Name: Philip Anderson
Title: Attorney-in-fact	Title: Director
Date: 4th July, 2018

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

EX-4.59

Exhibit 4.59

MEMORANDUM OF AGREEMENT

Norwegian Shipbrokers’ Association’s

Memorandum of Agreement  for sale and

purchase of ships. Adopted by BIMCO in 1956.

Code-name

SALEFORM 2012

Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated 4th July 2018

VLGC BETA OWNING LTD., Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and GLOBAL MERIDIAN HOLDINGS LIMITED or its guaranteed nominee (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

Name of vessel: Aisling

IMO Number: 9793246

Classification Society: DNV GL

Class Notation: +A1, Tanker for Liquefied Gas, Ship Type 2G (-52 degC, 610 kg/m3, 0.275 bar), EO, BIS, COAT-PSPC (B), TMON, NAUTICUS (Newbuilding), BWM-T, ERS, Recyclable

Year of Build: 2017	Builder/Yard: Hyundai Samho Heavy Industries Co. Ltd, Korea
Flag: Malta	Place of Registration: Valletta	GT/NT: 46,250/17,264

hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and New York, London, Malta and Netherlands (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means Liberia(state flag state).

“Charter” means the time charter party dated 15^th September 2015 between VLGC Beta Owning Ltd. and the Charterers (as defined below)

“Charters” means each of the Charter and the time charter party dated 15^th September 2015 between VLGC Alpha Owning Ltd. and the Charterers (as defined below)

“Charterers” means SHELL TRADING INTERNATIONAL LIMITED of London, U.K.

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Holder” means ABN AMRO BANK N.V. (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers and the Buyers.

“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means USD Bank Account with number : 24.73.56.808, BIC Code : ABNANL2A, IBAN number : NL84ABNA0247356808 (state details of bank account) at the Seller’s Bank.

“Sellers’ Bank” means ABN AMRO BANK N.V., Coolsingel 93, 3012 AE Rotterdam, The Netherlands (state name of bank, branch and details) or, if left blank, the bank notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

1. Purchase Price

The Purchase Price is US$ 76,750,000.00 (United States Dollars Seventy Six Million Seven Hundred Fifty Thousand) (state currency and amount both in words and figures).

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

__% (__ per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing joint account for the Parties with the Deposit Holder within three (3) five (5) Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and

(ii) The Deposit Holder has confirmed in writing to the Parties that the joint account in the name of the Sellers and the Buyers has been opened; and

(iii) the Buyers are in receipt of written confirmation of: (i) the Buyers and its nominees have received KYC Clearance from Charterers; (ii) the Buyers’ replacement guarantor for the Charter has been accepted by Charterers; and (iii) the form of charter novation agreements in relation to the Charters has been agreed by all parties.

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Seller’s Account.  The balance of the Purchase Price and all other sums payable on delivery, shall be remitted to Sellers’ Bank via conditional payment by SWIFT MT199 (and held to the strict order of the Buyers only) and released to the Sellers’ Account through agreed upon release instructions.  Thereafter a protocol of delivery and acceptance will be signed by representatives of the Buyers and Sellers on delivery. to the Sellers’ Account.

4. Inspection

(a)* The Buyers have inspected and accepted the Vessel’s classification records.  The Buyers have also inspected the Vessel at/in ________(state place) on __________(state date)and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

(b)* The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within _______ (State date/period).

The Sellers shall make the Vessel available for inspection at/in _______ (state place/range) within ______ (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

5. Time and place of delivery and notices

(a)  The Vessel shall be delivered with the current Charter attached (see also Clause 22) and taken over safely afloat at a safe and always accessible berth or anchorage at/in Charter range in the Sellers’ option not earlier than 1^st August 2018 and not later than 30^th September 2018 (state place/range) in the Sellers’ option (see also Clause 23).

Notice of Readiness shall not be tendered before: ________ (date).

Cancelling Date (see Clauses 5(c),6 (a)(i), 6 (a) (iii) and 14): 30th September 2018

(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty five (25), twenty (20), fifteen (15), ten (10), five (5) and three (3) days’ approximate notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

(a)*

(i) The Vessel will be delivered without drydocking.  However, Tthe Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement. The Sellers shall at their cost and expense make the Vessel available for such inspection. This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning. The Sellers may not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2)

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**. In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshalft system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery.  If, however, the Buyers’ work in drydock is still in progress when the

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items: (include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: _______ (include list)

Excluded from this sale are personal effects of Master, Officers and Crew including stop chest, log books, holy icons, ISM manuals, original certificates which must be surrendered to the authorities and hired or third party’s items, which shall be taken ashore by the Sellers upon or before delivery of the Vessel.

Notwithstanding the above the following items are to be excluded from the Sale:

a. Oxygen/Acetylene/Freon Gas Bottles

b. All Log Books for Deck and Engine with Buyer’s right to photocopy available logs for the last 3 months only at their own expense

c. All ISPS, ISM And quality documentation and correspondence

d. Vessel’s wireless e-mail system and server

e. Training video library, books, etc

f. Crew/Officers library / walport videos

g. All Master’s Stopchest/Bonded stores, as well as all Master’s and crew’s personal belongings

h. Personal lap-top computers

i. Personal cell phones

j. Contents of Master’s safe

k. Works of Art, Originals, copies, prints, statues

l. Certificates/documents to be returned to authorities

m. All leased, rented, hired equipment

n. VSAT Antenna

o. Extra Inmarsat Equipment (FBB 500)

p. Manager’s Proprietary PMS

Buyers and Sellers will cooperate to transfer any service / hire contracts from the Sellers to the Buyers as agreed between the parties.

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses) at the port and date of delivery

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

of the Vessel or, if unavailable, at the nearest bunkering port.

for the quantities taken over.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

The Buyers shall not pay for the remaining bunkers on board which shall remain the property of the Charterers.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: Sellers’ Managers’ offices in Athens

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

Sellers to supply the usual market standard documentation which may be reasonably required by the Buyers for the legal transfer of the Vessel and for her registration under her new flag and ownership and additional documents necessary for the novation of the existing time charterpary, charters’ parent company performance guarantees (where applicable) and the assignment of warranties (where applicable) accompanied in each instance with certified English translations where such original documentation is not in English.

Buyers to supply the usual market standard documentation which may be reasonably be required by the Sellers evidencing, amongst other things, the corporate authority of the Buyers to enter into the MOA (which shall include but no limited to original board resolutions, shareholder resolutions, power of attorney, a certificate of good standing (or their equivalent for the place of incorporation of the Buyers) and a protocol of delivery and acceptance, accompanied in each instance with certified English translations where such original documentation is not English and additional documents necessary for the novation of the existing time charterparty and Buyers’ patent company performance guarantees (where applicable).

The list of documentation to be provided under this Agreement shall be discussed and finalized within the first fifteen (15) days after this Agreement has been signed by the Parties.  Such list to be documented by way of Addendum to this agreement.  In case of failure to sign such an Addendum this will not invalidate this MOA.

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).

(c) If any of the documents listed in Sub clauses (a) and (b) above the documentary addendum are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than five (5) days(state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above the documentary addendum, the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters (other than the Charter), encumbrances, mortgages and maritime liens or any other claims or debts whatsoever, and is not subject to Port State or other administrative detentions. In order not to delay delivery of the Vessel The Sellers hereby undertake to indemnify the Buyers against all consequences of any potential claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates per the documentary addendum referred to in Clause 8, as well as all other certificates the Vessel had at the time of inspection, clean, valid and unextended without condition/ recommendation* by the Classification Society or the relevant authorities and which to be valid for a minimum period of at least three (3) months at the time of delivery.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and all actual, properly documented and direct for all expenses incurred by the Sellers together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all actual, properly documented and direct expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of ________ (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at ______(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing.

Contact details for recipients of notices are as follows:

For the Buyers:

Global Meridian Holdings Limited

Canons Court

22 Victoria Street

Hamilton HM 12

Bermuda

For the attention of the Board with cc to

JP Morgan Asset Management (UK) Limited

60 Victoria Embankment

London EC4Y 0JP

In each of the above notice, for the attention of:

Nicholas Meer (nicholas.e.meer@jpmorgan.com)

Christos Kottas (chirstos.kottas@jpmchase.com)

Colin Whittington (colin.j.whittington@jpmorgan.com)

Vidit Tewari (vidit.d.tewari@jpmorgan.com)

For the Sellers:

VLGC ALPHA OWNING LTD.

c/o TMS CARDIFF GAS LTD.

Athens Licensed Shipping Office

80, Kifissias Avenue,

GR 15125 Amarousion

Greece

Attention : Mr. George Kourelis

Email : gkouelis@tms-cardiffgas.com

18. Entire Agreement

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud.

19. Confidentiality

The provisions of this Agreement and all related documents and the negotiations relating thereto are strictly confidential and no disclosure relating thereto shall be made or issued by or on behalf of either Party to any third party (other than their professional advisors or bankers) except in the terms and at the time agreed by both Parties (such Agreement not be unreasonably withheld or delayed provided that nothing contained in this Clause 19 shall restrict the ability of the Sellers from protecting their interests hereunder and provided, further, that the foregoing shall not restrict a party from making any disclosures required by law or legal process or by rules of any regulatory body (including any stock exchange) to which the Party or its affiliates is subject, but in the event of any such required disclosure, the Party making such disclosure shall endeavour to provide prior written notice to the other Party to enable the other Party to seek a restraining order or other protections, should it so desire.

20. Business Conduct

The Sellers and Buyers each represent and warrant to each other that :

i) it will not, and will procure that its affiliates will not, engage in any activity, practice or conduct which would constitute a breach of any applicable law or convention relating to the prevention of bribery and corruption including, but not limited to (A) the UK Bribery Act 2010 (The Bribery Act); (B) The United States Foreign Corrupt Practices Act of 1977 (as amended); and (C) The Convention on Combating Bribery of Foreign Public Official in International Business Transactions, signed in Paris on December 17^th, 1977, which entered into force on February 15^th, 1999, and conventions commentaries;

ii) it has and will maintain in place throughout the agreement adequate procedures designed to prevent it or any of its affiliates or any of their respective directors, officers, employees, agents or other persons acting on behalf of any of the foregoing, from undertaking any conduct that would give rise to an offence under the bribery act (as each such term is defined in the Bribery Act); and

iii) it and each of its affiliates has not violated and it and each of its affiliates will not violate in any material respect any applicable law or regulation in connection with this Agreement, or in connection with carrying on of its business (including, without limitation, the US Foreign Tax Compliance Act and the US Foreign Corruption Practices Act).

21. Blacklist Clause

The Sellers to confirm in writing on the day of delivery that to the best of the Sellers’ knowledge (but without due enquiry having been made) Vessel and/or Sellers are not blacklisted, or under any kind of sanctions by ITF, OFAC, EU, UK any maritime insurance providers, including P&I clubs, or the Arab Boycott League.

22. Time Charter

The sale to include the existing Charter, guaranteed by CARDIFF LNGSHIPS LTD. in relation to the performance of the Sellers.  The Buyers have reviewed and accepted the above mentioned Charter.

It is the agreement of the parties that on or prior to delivery a novation agreement to above Charter is entered into between the Charterers, the Buyers and the Sellers that includes the replacement of the existing Guarantee of CARDIFF LNGSHIPS LTD. with the Buyers’ Parent Company Guarantee as requested by the Charterers.

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

23. Warranties

The Sellers shall on delivery of the Vessel assign to the Buyers all their benefits and rights under the Builder’s warranty and guarantees for the Vessel and her equipment as provided in the Shipbuilding Contract of the Vessel dated 10^th September 2015 for the remaining period of 12 months from the date of delivery of the Vessel by the Builder to the Sellers, being 7^th September 2017

24. Deliveries

The Buyers are simultaneously entering into a separate agreement to buy the vessel “Anderida” owned by a company related to the Sellers’ parent company.  It is agreed and understood that the Sellers of each of the vessels (including the Vessel) will deliver one (1) vessel in August 2018 and one (1) vessel in September 2018, and use reasonable commercial endeavours to deliver the vessels a minimum ten (10) Banking Days apart.

24. Bearer Shares

The Sellers represent and warrant on a continuing basis to the Buyers that :

(a) the Sellers do not have any bearer shares in issue nor will they issue bearer shares; and

(b) they shall not nominate an entity under this Agreement which has any bearer shares in issue or that will issue bearer shares.

The Sellers agree that a breach of this clause shall entitle the Buyers to terminate this Agreement at will, that the Deposit together with interest (if any) shall be immediately released to the Buyers and that the Sellers shall sign any required joint release instructions for presentation to the Deposit Holder in order for the Deposit to be released to the Sellers.

For and on behalf of the Sellers	For and on behalf of the Buyers
/s/ Dimitrios Dreliozis	/s/ Philip Anderson
Name: Dimitrios Dreliozis	Name: Philip Anderson
Title: Attorney-in-fact	Title: Director
Date: 4th July, 2018

This document is a computer generated SALEFORM 2012 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.

EX-4.61

Exhibit 4.61

ADDENDUM No 2

to the

Memorandum of Agreement dated 4^thJuly 2018as amended by an Addendum No. 1 dated 16^thJuly 2018 (“the MOA”) between

VLGC ALPHA OWNING LTD. of Marshall Islands (the “Sellers”) andMERIDIAN 9 LIMITED of Bermuda (the “Buyers”)

and

GLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (as “Buyers’ Guarantor”)

for

M.T. ADERIDA(the “Ship”)

1) This Addendum No. 2 dated 24^thJuly 2018 is supplemental to the MOA governing the sale and purchase of the Ship and shall form an integral part thereof.  Words and expressions defined in the MOA shall have the same meaning when used herein.

2) In exchange for payment of the Purchase Price and all other sums payable on delivery under the MOA at the time of delivery of the Ship at closing in Sellers’ Managers’ Shipmanagement offices in Marousi, Greece, Sellers will provide Buyers with the delivery documents listed below which shall be all originals unless otherwise stated.  Any such documents listed below which are not in the English language shall be accompanied by an English translation certified by an authorised translator or by Sellers’ lawyer:

a. Two (2) original Bills of Sale for the Ship in a form acceptable to the Liberian authorities duly executed by Sellers’ Sole Director or a lawful attorney-in-fact of the Sellers evidencing the transfer of all shares in the Ship and in her boats and appurtenances to Buyers and warranting the same are free from all charters (other than the charterparty dated 15 September 20l5 as defined in the memorandum of agreement executed by Buyers’ Guarantor and the Seller dated 4 July 2018), encumbrances, mortgages and maritime liens or any other debts or claims whatsoever.  The two (2) original Bills of Sale shall be notarially attested as to the identity and authority of the signatory to bind the Sellers and legalised by Apostille.

b. (i) Copies of Transcripts of Register from Maltese authorities dated (i) not earlier than three (3) Banking Days of the date of N.O.R. of the Ship and (ii) on the date of delivery of the Ship confirming that:

a) the Ship is owned by the Seller company; and

b) the Ship isfree from registered encumbrances save for a mortgage in favour of AB AMRO BANK KV.

(ii) Upon tabling of the signed release instructions for the release of the deposit and balance of Purchase Price and all other sums payable on delivery to Sellers·account, scanned copy of a Transcript of Register from Maltese Authorities dated as of the date of delivery confirming that:

a) the Ship is owned by the Seller company; and

b) the Ship is free from registered encumbrances.

In order to enable Sellers to arrange for the issuance of above Transcripts of Register, the Buyers shall advise in writing the Sellers the date they intend to take delivery of the Vessel on date when N.O.R. is tendered by Sellers.  The originals of all three Transcripts of Register to be sent to Buyers by courier earliest possible after the date of delivery of the Ship.

c. Declaration of Class (or depending on the Classification Society) a Class Maintenance Certificate confirming that the Ship is in class without conditions/recommendations, (in its standard format) dated not earlier than three (3) Banking Days prior to delivery.

d. (i) Written Undertaking of the Sellers to effect deletion of the Ship forthwith and provide the Buyers with the original Deletion Certificate or (if relevant) any other official evidence of deletion as soon as practicable and in any case not later than four (4) weeks as of delivery of the Ship

(ii) Written Undertaking of the Sellers to provide the Buyers the original Continuous Synopsis Record (CSR) Document issued by the Maltese Ship Registry certifying the date on which the Ship ceased to be registered with the Maltese Registry as soon as practicable and in any case no later than thirty (30) days as of delivery of the Ship.

e. Resolutions of the Sole Director and Resolutions of the Sole Shareholder of the Sellers resolving and ratifying the entry into the MOA, the sale of the Ship to the Buyers according to the terms of the MOA and the novation of the existing charter party to the Buyers in respect of the Ship and authorising person(s) to execute a Power of Attorney appointing certain person or persons to:  (1) execute all necessary documents in order to sell the Ship to the Buyers, including the Bill of Sale, the Protocol of Delivery and Acceptance, the novation to the Charter in respect of the Ship; and (2) deal with all matters relating to completion of sale and transfer of title to the Buyers, including physical delivery and documentary closing of the Ship, as well as any and all flag state matters.  The Resolutions shall be notarially attested and legalised by Apostille.

f. Power of Attorney duly executed by Sellers’ Sole Director authorising person(s) to execute all necessary documents in order to sell the Ship to the Buyers, including the Bill of Sale, the Protocol of Delivery and Acceptance and the novation to the Charter in respect of the Ship and to deal with all matters relating to the sale and transfer of title to the Buyers, including physical delivery and documentary closing of the Ship. as well as any and all flag state matters.  Such Power of Attorney shall be notarially attested and legalised by Apostille.

g. (i) Commercial Invoice (in two (2) originals) for the Ship’s Purchase Price.

(ii) Commercial Invoice (in two (2) originals) for lubricating and hydraulic oils and greases.

h. An original Certificate of Incumbency giving details of all the directors and officers of the Sellers, dated the same day as the director’s resolutions described in paragraph (e) above and notarised and legalised by Apostille.

2

i. An original Certificate of Good Standing of the Sellers issued by the competent authorities in the Sellers’ country of incorporation and dated not earlier than ten (10) days before the date of delivery.

j. Sellers’ letter to their satellite communication provider cancelling the Ships communications contract which is to be sent immediately after delivery of the Ship.

k. Sellers’ letter of confirmation that to the best of Sellers’ knowledge (but without due enquiry having been made) the Ship and/or the Sellers are not blacklisted, or wider any kind of sanctions by ITF, OFAC, EU, UK, any marine insurance providers, including P&I clubs, or the Arab Boycott League.

l. Written Undertaking of the Sellers confirming that to their knowledge the Ship has not sustained any underwater damage or touched bottom since the date on which Sellers took title of the Ship.

m. Charter Novation deed executed by the Sellers, the Buyers and the Charterers inrelation to the Charter.

No later than ten (10) days prior to the date of delivery, Sellers shall provide Buyers with a full set of specimen copies of the above listed delivery documents to the extent same are available.

3) Buyers will provide Sellers with the following documents in English (all to be originals unless stated otherwise):

a. Resolutions (duly notarially attested in the form customary in Bermuda) of the Board of Directors of the Buyers resolving to buy the Ship from the Sellers and the novation of the Charter to the Buyers in respect of the Ship and authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter;

b. Power of Attorney (duly notarially attested in the form customary in Bermuda) of the Buyers authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter:

c. Certificate of Incumbency disclosing Directors/Officers of the Buyers (duly notarially attested in the form customary in Bermuda) and dated not earlier than the directors’ resolutions described above.

d. Certificate of Good Standing of the Buyers issued by competent authorities in the Buyers’ Country of Incorporation and dated not earlier than ten (10) days before the date of delivery.

e. Resolutions of the Board of Directors of Buyers·Guarantor (notarially attested in the form customary in Bermuda) authorising the execution of the MOA on behalf of the Buyers’ Guarantor by its appointed representative and the guarantee of Buyers· obligations under the MOA.

3

f. Certificate of Good Standing of the Buyers’ Guarantor issued by the relevant authority and dated not earlier than ten (10)days before the date of delivery.

g. Certificate of Incumbency giving details of all the directors and officers of the Buyers’·Guarantor issued by the relevant authority and dated not earlier than ten (10) days before the date of delivery.

No later than (10) days prior to delivery, the Buyers shall provide Sellers with a full set of specimen copies of above listed delivery documents to the extent same are available.

4) At the time of delivery the Buyers and the Sellers shall sign Protocol of Delivery and Acceptance (“PDA”) confirming the date and time of delivery of the Ship from the Sellers to the Buyers.

All other terms and conditions of the MOA,shall remain in full force and effect.

Clause 16 (Arbitration) of the MOA shall apply, mutatis mutandis, to this Addendum No. 2.

This 24^thday of July, 2018

For and on behalf ofthe Sellers		For and on behalf ofthe Buyers
VLGC ALPHA OWNING LTD.		MERIDIAN 9 LIMITED
By:	/s/ Dimitris Dreliozis	By:	/s/ Philip Anderson
Name:	Dimitris Dreliozis	Name:	Philip Anderson
Title:	Attorney-in-fact	Title:	Director

For and on behalf ofthe Buyers Guarantor
GLOBAL MERIDIANHOLDINGS LIMITED
By:	/s/ Philip Anderson
Name:	Philip Anderson
Title:	Director

4

EX-4.60

Exhibit 4.60

Addendum No. 1

to the Memorandum of Agreement dated 4^th July 2018

(the “MOA”)

in respect of “ANDERIDA” (the “Vessel”)

between

YLGC ALPHA OWNING LTD. of Marshall Islands (the “Sellers”)

and

GLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (the “Original Buyers”)

_______________________________

1. The Original Buyers hereby nominate:-

MERIDIAN 9 LIMITED (the “Buyers”)Registered Office: Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda

as the final buyers to complete the purchase and delivery of the Vessel as per the MOA and the Buyers hereby accept the nomination.

2. The Sellers hereby agree to the above nomination.

3. The Buyers hereby assume all the rights and obligations of the Original Buyers under the MOA.

4. The Original Buyers hereby guarantee the due and punctual performance of the Buyers’ obligations under the MOA.

5. Except as otherwise provided herein, all other terms and conditions of the MOA shall remain unchanged and in full force .

6. This Addendum No. 1 shall be governed by and construed in accordance with English law and Clause 16 ( Law and Arbitration) of the MOA shall apply to this Addendum No. 1 as if set out herein if full (mutatis mutandis).

7. This Addendum No. 1 may be entered into in any counterparts which when taken together shall constitute one and the same instrument.

Date: 16^th July 2018

/s/ George A. Kaklamanos	/s/ Phillip Anderson
For and on behalf ofthe Sellers	For and on behalf ofthe Original Buyers

/s/ Phillip Anderson

For and on behalf ofthe Buyers

EX-4.62

Exhibit 4.62

ADDENDUM No 3

to the Memorandum  of Agreement dated 4^th July 2018

as amended by an Addendum No. 1 dated 16^th July 2018

and as further amended by an Addendum No. 2 dated 24^th July 2018 (“the MOA”)

between

VLGC ALPHA OWNING LTD. of Marshall Islands (the “Sellers”)

and

MERIDIAN 9 LIMITED of Bermuda (the “Buyers”)

and

GLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (the “Buyers’ Guarantor”)

for

M.T. ANDERIDA

(the “Vessel”)

1) This Addendum No. 3 dated 17^th September 2018 is supplemental to the MOA governing the sale and purchase of the Vessel and shall form an integral part thereof.  Words and expressions defined in the MOA shall have the same meaning when used herein.

2) It is mutually agreed by the parties to further amend the MOA as follows:

i. by deleting Clause 5 (a) thereof and replacing it with:

“(a) The Vessel shall be delivered with current Charter attached (see also Clause 22) and taken over safely afloat at a safe and accessible berth or anchorage at/in Charter range in the Sellers’ option not earlier than 1^st August 2018 and not later than 15^th December 2018 in the Sellers’ option.

Cancelling Date (see Clauses 5 (c), 6 (a) (i), 6 (a) (iii) and 14): 15^th December 2018”;

ii. by deleting Clause 23 (Deliveries) thereof.

iii. by adding a new clause under No 25 reading as follows:

”In consideration of the Buyers agreeing to vary the Cancelling Date at the request of the Sellers, the Parties hereby agree that the Sellers will pay to the Buyers a fixed, daily compensation of US$ 15,000 (United States Dollars Fifteen

Thousand), counting. from 00:00hrs (London time), 16th September 2018 until the Sellers deliver the Vessel to the Buyers (the “Compensation”),as full and final settlement of any and all claims whatsoever the Buyers may have under the MOA, namely, but not limited to, Clause 5 (d) and/or Clause 14 of the MOA.  Such amount will be deducted from the purchase price to be paid by the Buyers on the date and time of delivery.”

All other terms and conditions of the MOA, shall remain in full force and effect.

The provisions of Clause 16 (Law and Arbitration) of the MOA, as amended and/or supplemented herein, apply, mutatis mutandis,to this Addendum No. 3.

This 17^th day of September, 2018

For and on behalf ofthe Sellers		For and on behalf ofthe Buyers
VLGC ALPHA OWNING LTD.		MERIDIAN 9 LIMITED
By:	/s/ George A. Kaklamanos	By:	/s/ Philip Anderson
Name:	/s/ George A. Kaklamanos	Name:	Philip Anderson
Title:	Attorney-in-fact	Title:	Director

For and on behalf ofthe Buyers' Guarantor
GLOBAL MERIDIANHOLDINGS LIMITED
By:	/s/ Philip Anderson
Name:	Philip Anderson
Title:	Director

2

EX-4.63

Exhibit 4.63

Addendum No. lto the Memorandum of Agreement dated 4th July 2018 (the “MOA”)in respect of “AISLING” (the Vessel”)betweenVLGC BETA OWNING LTD. of Marshall Islands (the “Sellers”)andGLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (the “Original Buyers”)

__________________________________

1. The Original Buyers hereby nominate:-

MERIDIAN 10 LIMITED (the “Buyers”)

Registered Office: Canon’s Court, 22 Victoria Street, Hamilton. HM 12, Bermuda

as the final buyers to complete the purchase and delivery of the Vessel as per the MOA and the Buyers hereby accept the nomination.

2. The Sellers hereby agree to the above nomination.

3. The Buyers hereby assume all the right s and obligations of the Original Buyers under the MOA.

4. The Original Buyers hereby guarantee the due and punctual performance of theBuyers’ obligations under the MOA.

5. Except as otherwise provided herein, all other terms and conditions of the MOA shall remain unchanged and in full force.

6. This Addendum No. l shall be governed by and construed in accordance with English law and Clause 16 (Law and Arbitration) of the MOA shall apply to this Addendum No. 1 as if set out herein if full (mutatis mutandis).

7. This Addendum No. 1 may be entered into in any counterparts which when taken together shall constitute one and the same instrument.

     Date: 16^th July 2018

/s/ Georgios A. Kaklamanos	/s/ Phillip Anderson
For and on behalf of	For and on behalf of
the Sellers	the Original Buyers
/s/ Phillip Anderson
For and on behalf of
the Buyers

EX-4.64

Exhibit 4.64

ADDENDUM No 2

to the

Memorandum of Agreement dated 4^th July 2018

as amended by an Addendum No. 1 dated 16^th July 2018 (“the MOA”)

between

VLGC BETA OWNING LTD. of Marshall Islands (the “Sellers”) andMERIDIAN 10 LIMITED of Bermuda (the “Buyers”)

And

GLOBAL MEDITIAN HOLDINGS LIMITED of Bermuda (as “Buyers’ Guarantor”)

for

M.T. AISLING

1) This Addendum No. 2 dated 24^th July 2018 is supplemental to the MOA governing the sale and purchase of the Ship and shall form an integral part thereof.  Words and expressions defined in the MOA shall have the same meaning when used herein.

2) In exchange for payment of the Purchase Price and all other sums payable on delivery under the MOA at the time of delivery of the Ship at closing in Sellers’ Managers’ Shipmanagement offices in Marousi, Greece, Sellers will provide Buyers with the delivery documents listed below which shall be all originals unless otherwise stated. Any such documents listed below which are not in the English language shall be accompanied by an English translation certified by an authorised translator or by Sellers’ lawyer:

a. Two (2) original Bills of Sale for the Ship in a form acceptable to the Liberian authorities duly executed by Sellers’ Sole Director or a lawful attorney-in-fact of the Sellers evidencing the transfer of all shares in the Ship and in her boats and appurtenances to Buyers and warranting the same are free from all charters (other than the charterparty dated 15 September 2015 as defined in the memorandum of agreement executed bv Buvers’ Guarantor and the Seller dated 4 Julv 2018), encumbrances, mortgages and maritime liens or any other debts or claims whatsoever. The two (2) original Bills of Sale shall be notarially attested as to the identity and authority of the signatory to bind the Sellers and legalised by Apostille.

b. (i) Copies of Transcripts of Register from Maltese authorities dated (i) not earlier than three (3) Banking Days of the date of N.O.R. of the Ship and (ii) on the date of delivery of the Ship confirming that:

a) the Ship is owned by the Seller company; and

b) the Ship is free from registered encumbrances save for a mortgage in favour of ABN AMRO BANK N.V.

(ii) Upon tabling of the signed release instructions for the release of the deposit and balance of Purchase Price and all other sums payable on delivery to Sellers’ account, scanned copy of a Transcript of Register from Maltese Authorities dated as of the date of delivery confirming that:

a) the Ship is owned by the Seller company: and

b) the Ship is free from registered encumbrances.

In order to enable Sellers to arrange for the issuance of above Transcripts of Register, the Buyers shall advise in writing the Sellers the date they intend to take delivery of the Vessel on date when N.O.R. is tendered by Sellers. The originals of all three Transcripts of Register to be sent to Buyers by courier earliest possible after the date of delivery of the Ship.

c. Declaration of Class (or depending on the Classification Society) a Class Maintenance Certificate confirming that the Ship is in class without conditions/recommendations. (in its standard format) dated not earlier than three (3) Banking Days prior to delivery.

d. (i) Written Undertaking of the Sellers to effect deletion of the Ship forthwith and provide the Buyers with the original Deletion Certificate or (if relevant) any other official evidence of deletion as soon as practicable and in any case not later than four (4) weeks as of delivery of the Ship

(ii) Written Undertaking of the Sellers to provide the Buyers the original Continuous Synopsis Record (CSR) Document issued by the Maltese Ship Registry certifying the date on which the Ship ceased to be registered with the Maltese Registry as soon as practicable and in any case no later than thirty (30) days as of delivery of the Ship.

e. Resolutions of the Sole Director and Resolutions of the Sole Shareholder of the Sellers resolving and ratifying the entry into the MOA, the sale of the Ship to the Buyers according to the terms of the MOA and the novation of the existing charter party to the Buyers in respect of the Ship and authorising person(s) to execute a Power of Attorney appointing certain person or persons to: (1) execute all necessary documents in order to sell the Ship to the Buyers. including the Bill of Sale, the Protocol of Delivery and Acceptance, the novation to the Charter in respect of the Ship: and (2) deal with all matters relating to completion of sale and transfer of title to the Buyers. including physical delivery and documentary closing of the Ship. As well as any and all flag state matters. The Resolutions shall be notarially attested and legalised by Apostille.

f. Power of Attorney duly executed by Sellers’ Sole Director authorising person(s) to execute all necessary documents in order to sell the Ship to the Buyers, including the Bill of Sale, the Protocol of Delivery and Acceptance and the novation to the Charter in respect of the Ship and to deal with all matters relating to the sale and transfer of title to the Buyers. including physical delivery and documentary closing of the Ship. as well as any and all flag state matters. Such Power of Attorney shall be notarially attested and legalised by Apostille.

g. (i) Commercial Invoice (in two (2) originals) for the Ship’s Purchase Price.

(ii) Commercial Invoice (in two (2) originals) for lubricating and hydraulic oils and greases.

h. An original Certificate of incumbency giving details of all the directors and officers of the Sellers, dated the same day as the director’s resolutions described in paragraph (e) above and notarised and legalised by Apostille.

2

i. An original Certificate of Good Standing of the Sellers issued by the competent authorities in the Sellers’ country of incorporation and dated not earlier than ten (10) days before the date of delivery.

j. Sellers’ letter to their satellite communication provider cancelling the Ship’ s communications contract which is to be sent immediately after delivery of the Ship.

k. Sellers’ letter of confirmation that to the best of Sellers’ knowledge (but without due enquiry having been made) the Ship and/or the Sellers are not blacklisted, or under any kind of sanctions by ITF, OFAC, EU, UK, any marine insurance providers, including P&I clubs, or the Arab Boycott League.

I. Written Undertaking of the Sellers confirming that to their knowledge the Ship has not sustained any underwater damage or touched bottom since the date on which Sellers took title of the Ship.

m. Charter Novation deed executed by the Sellers, the Buyers and the Charterers in relation to the Charter.

No later than ten (l0) days prior to the date of delivery, Sellers shall provide Buyers with a full set of specimen copies of the above listed delivery documents to the extent same are available.

3) Buyers will provide Sellers with the following documents in English (all to be originals unless stated otherwise):

a. Resolutions (duly notarially attested in the from customary in Bermuda) of the Board of Directors of the Buyers resolving to buy the Ship from the Sellers and the novation of the Charter to the Buyers in respect of the Ship and authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter:

b. Power of Attorney (duly notarially attested in the form customary in Bermuda) of the Buyers authorising their appointed representatives to execute all necessary documents in order to buy the Ship from the Sellers and enter into the novation agreement to the Charter:

c. Certificate of Incumbency disclosing Directors/Officers of the Buyers (duly notarially attested in the form customary in Bermuda) and dated not earlier than the directors’ resolutions described above.

d. Certificate of Good Standing of the Buyers issued by competent authorities in the Buyers’ Country of Incorporation and dated not earlier than ten (10) days before the date of delivery.

e. Resolutions of the Board of Directors of Buyers’ Guarantor (notarially attested in the form customary in Bermuda) authorising the execution of the MOA on behalf of the Buyers· Guarantor by its appointed representative and the guarantee of Buyers’ obligations under the MOA.

3

f. Certificate of Good Standing of the Buyers’ Guarantor issued by the relevant authority and dated not earlier than ten (l0) days before the date of delivery.

g. Certificate of Incumbency giving details of all the directors and officers of the Buyers’ Guarantor issued by the relevant authority and dated not earlier than ten (10) days before the date of delivery.

No later than (10) days prior to delivery, the Buyers shall provide Sellers with a full set of specimen copies of above listed delivery documents to the extent same are available.

4) At the time of delivery the Buyers and the Sellers shall sign Protocol of Delivery and Acceptance (“PDA”) confirming the date and time of delivery of the Ship from the Sellers to the Buyers.

All other terms and conditions of the MOA, shall remain in full force and effect.

Clause 16 (Arbitration) of the MOA shall apply, mutaris mutandis, to this Addendum No. 2.

This 24^th day of July, 2018

For and on behalf of		For and on behalf of
the Sellers		the Buyers
VLGC BETA OWNING LTD.		MERIDIAN 10 LIMITED
By:	/s/ Dimitris Dreliozis	By:	/s/ Phillip Anderson
Name:	Dimitris Dreliozis	Name:	Phillip Anderson
Title:	Attorney-in-fact	Title:	Director
		For and on behalf of
		the Buyers’ Guarantor
		GLOBAL MERIDIAN HOLDINGS LIMITED
		By:	/s/ Phillip Anderson
		Name:	Phillip Anderson
		Title:	Director

4

EX-4.65

Exhibit 4.65

ADDENDUM No3

to the Memorandum of Agreement dated 4^th July 2018

as amended by an Addendum No. 1 dated 16^th July 2018

and as further amended by an Addendum No. 2 dated 24th July 2018 (“the MOA’’)

between

VLGC BETA OWNING LTD. of Marshall Islands (the “Sellers”)

and

MERIDIAN 10 LIMITED of Bermuda (the “Buyers”)

and

GLOBAL MERIDIAN HOLDINGS LIMITED of Bermuda (the “Buyers’ Guarantor”)

For

M.T. AISLING

(the “Vessel”)

1) This Addendum No. 3 dated 17^th September 2018 is supplemental to the MOA governing the sale and purchase of the Vessel and shall form an integral part thereof. Words and expressions defined in the MOA shall have the same meaning when used herein.

2) It is mutually agreed by the parties to further amend the MOA as follows:

i. by deleting Clause 5 (a) thereof and replacing it with:

“(a) The Vessel shall be delivered with current Charter attached (see also Clause 22) and taken over safely afloat at a safe and accessible berth or anchorage at/in Charter range in the Sellers’ option not earlier than 1^st August 2018 and not later than 15^th December 2018 in the Sellers’ option.

Cancelling Date (see Clauses 5 (c), 6(a)(i), 6(a)(iii) and 14): 15^th December 2018”;

ii. by deleting Clause 24 (Deliveries) thereof.

iii. by adding a new clause under No 26 reading as follows:

“In consideration of the Buyers agreeing to vary the Cancelling Date at the request of the Sellers, the Parties hereby agree that the Sellers will pay to the Buyers a fixed, daily compensation of US$ 15,000 (United States Dollars Fifteen

Thousand), counting from 00:00hrs (London time), 1^st October 2018 until the Sellers deliver the Vessel to the Buyers (the “Compensation”), as full and final settlement of any and all claims whatsoever the Buyers may have under the MOA, namely, but not limited to, Clause 5 (d) and/or Clause 14 of the MOA. Such amount will be deducted from the purchase price to be paid by the Buyers on the date and time of delivery.”

All other terms and conditions of the MOA, shall remain in full force and effect.

The provisions of Clause 16 (Law and Arbitration) of the MOA, as amended and/or supplemented herein, apply, mutatis mutandis, to this Addendum No. 3.

This 17^th day of September, 2018

For and on behalf of		For and on behalf of
the Sellers		the Buyers
VLGC BETA OWNING LTD.		MERIDIAN 10 LIMITED
By:	Georgios A. Kaklamanos	By:	/s/ Phillip Anderson
Name:	Georgios A. Kaklamanos	Name:	Phillip Anderson
Title:	Attorney-in-fact	Title:	Director
For and on behalf of
the Buyers’ Guarantor
GLOBAL MERIDIAN HOLDINGS LIMITED
By:	/s/ Phillip Anderson
Name:	Phillip Anderson
Title:	Director

EX-4.66

Exhibit 4.66

DEED OF NOVATION

THIS DEED OF NOVATION is made the 14 day of September August 2018

BETWEEN

(1) VLGC BETA OWNING LTD a company existing under the laws of the Marshall Islands with its registered address at Trust Company Complex. Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 ("ORIGINAL OWNERS")

and

(2) SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED acompany existing under the laws of UK, with registered office at 80 Strand street, London, United Kingdom on behalf of SHELL TRADING INTERNATIONAL LIMITED a company existing under the laws ofUK, with registered office at 80 Strand street, London, United Kingdom (“CHARTERERS”)

and

(3) MERIDIAN 10 LIMITED a company existing under the laws of BERMUDA with its registered address at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda ("NEW OWNERS”)

Collectively the "Parties” and each a “Party”

WHEREAS:

(A) Original Owners and Charterers entered into a Charter Party dated 15 September 2015 for the hire of MV AISLING (the "Vessel") by Charterers from Original Owners for a period of five (5) years plus three (3) optional periods of one (1) year each in Charterers' option upon the terms and conditions set out therein (the "Charter Party"). The Vessel was delivered to the Charterers under the Charter Party on 12^th September 2017 at 03.00 hours UTC. A complete copy of the signed Time Charter is hereby attached as Schedule 1.

(B) Original Owners issued to Charterers a performance guarantee ("Existing Guarantee") from CARDIFF LNGSHIPS LTD ("Existing Guarantor").

(C) Original Owners have agreed to sell and New Owners have agreed to purchase the Vessel pursuant to a contract of sale as amended and supplemented from time to time between them dated 4th July 2 18 (the “MOA")

(D) It is a condition precedent under the MOA that the Vessel shall be sold with balance of the Charter Party. Subject to the terms of the MOA. the Original Owners have agreed to deliver the Vessel to the New owners together with the balance of the Charter Party and the New owners have agreed to take delivery of the Vessel together with the balance of the Charter Party

(E) The Parties hereto have agreed that, inter alia, with effect from the Novation Date (as defined below), and upon the terms and conditions set out herein, (1) New Owners shall be substituted in the place of Original Owners under the Charter Party, (2) Exiting Guarantor shall be released from its obligations under the Existing Guarantee, and (3) New Owners shall deliver to Charterers a guarantee from Global Meridian Holdings Limited for the due and faithful performances by New Owners of their obligations to Charterers under this Deed and the CharterParty (as varied, amended and supplemented by this Deed) in the form annexed to the Charter Party with logical amendments (4) the Charterers shall be deemed to have given their approval to the new manager referred to in clause 1.8 of this Novation Deed

By mutual agreement between the Parties and in consideration of the undertakings and releases herein contained (the sufficiency of such consideration the Parties acknowledge) NOW THEREFORE THIS DEED WITNESSETH as below:

1. Upon and with effect from the Novation Date (as defined in Clause 4 below):

1.1 All rights and obligations of the Original Owners under the Charter Party shall be novated and transferred from the Original Owners to the New Owners and the New Owners shall be bound by the terms and conditions of the Charter Party in the place of the Original Owners as the owner under the Charter Party.

1.2 Original Owners hereby release and discharge Charterers from all their obligations whatsoever contained in the Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Charter Party whether prior to, on or subsequent to the Novation Date;

1.3 New Owners agree to perform all the duties and to discharge all the obligations of Original Owners under the Charter Party and to be bound by all the terms and conditions of the Charter Party in every way as if New Owners were named in the Charter Party ab initio in place of Original Owners;

1.4 Charterers hereby release and discharge Original Owners from all their obligations whatsoever contained in the Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Charter Party on or subsequent to the Novation Date;

1.5 Charterers agree to perform all their duties and all their obligations under the Charter Party and to be bound by all the terms and conditions of the Charter Party in every way as if New Owners were named in the Charter Party ab initio in place of Original Owners.

1.6 For the avoidance of doubt, the-Parties acknowledge and agree that:

(i) any obligations of Original Owners owed to Charterers under the Charter Party which remain undischarged at the. Novation Date shall not be deemed to be waived by Charterers by virtue of the novation of the Charter Party pursuant to the terms of this Deed; and

(ii) all liabilities and obligations, created under the Charter Party prior to the Novation Date shall be for the account of Original Owners, and liabilities and obligations, created after the Novation Date shall be for the account of New Owners EXCEPT should there be any disagreement between Original Owners and New Owners as to which entity is to assume such liabilities or obligations, New Owners shall assume such liabilities and obligations and account to Charterers immediately upon being called to do so by Charterers.

1.6 Simultaneously with the execution of this Deed, New Owners shall deliver to Charterers a guarantee from Global Meridian Holdings Limited for the due and faithful performance by New owners of their obligations to Charterers under this Deed and the Charter Party (as varied, amended and supplemented by this Deed) substantially in the form annexed ta the Charter Party with logical amendments. effective as of the Novation Date; and

1.7 Charterers hereby release and discharge Existing Guarantor from all its obligations whatsoever contained in the Existing Guarantee, and from all claims and demands whatsoever arising out of or in respect of the Existing Guarantee prior to the Novation Date, and shall return the Existing Guarantee to Original Owners for cancellation, such release shall take effect on the Novation Date.

1.8 The Charterers agree that the new managers of the Vessel appointed by the New Owners be:

Bernhard Schulte Shipmanagement (Singapore) Pte Ltd, a company existing under the laws of Singapore with registered office at 152 Beach Road, #32-00 Gateway East, Singapore 189721 (Tel: +65 6309 5253).

1.9 The Charterers agree that the New Owners upon delivery of the Vessel under the MOA shaft have the right to change the name of the Vessel and her flag, to Vega Star and Liberian respectively, whereas the class of the Vessel will remain the same, i.e. DnV GL Such changes shall be effected without affecting the Charterers’ operations adversely and any costs and expenses related thereto including off hire shall be borne by the New Owners.

2. New Owners warrant and undertake that:

2.1 they are, as at the Novation Date, the registered owners of the Vessel; and

2.2 before the Novation Date, they shall provide the Charterers details of the bank account where payment of the hire and other monies due under the Charter Party referred in Clause 9 of the Charter Party

3.1 The Original Owners shall be paid hire by the Charterers in accordance with the Charter Party up to the Novation Date. The New Owners shall be paid hire by the Charterers in accordance with the Charter Party from the Novation Date. Payment shall be made to the New Owners in accordance with the clause 2.2 above of this Deed.

3.2 If hire or charge has been paid by the Charterers to the Original Owners for a period extending beyond the Novation Date, there shall be an appropriate accounting adjustment made between the Original Owners and the New Owners and payment shall be made accordingly by the Original Owners to the New Owners at the Novation Date or as soon thereafter as may be convenient Neither the Original owners nor the New Owners shall have any claims against the Charterers in respect of any hire or charge earned after the Novation Date which was properly paid in advance to the Original Owners by theCharterers in accordance with the terms of the Charter Party.

4. In this Deed the expression Novation Date means the date and time the Vessel was delivered to the New Owners by the Sellers as evidenced by the Protocol of Delivery and Acceptance signed by the New owners and the original owners pursuant to the MOA. This Deed shall take effect as of the Novation Date.

5. Except otherwise provided in this Deed, all other terms and conditions contained in the Charter Party shall remain in full force and effect.

6. Each Party represents and warrants to each of the other Parties that

a. It has power, capacity and authority to execute and deliver this Deed;

b. this Deed is valid and binding on it;

c. it has received all such information and explanation as it may require or be considered to require in order to enter into this Deed; and

d. It is aware that each Party to this Deed is relying upon the warranties in this Deed in executing and delivering this Deed.

e. The execution of and the compliance with this Deed will not to the best of the Parties knowledge involve or lead to a contravention of (i) any law or regulation; (ii) the Parties constitutional documents or (iii) any contractual or other obligations or restriction which is binding on it or any of its assets,

7. Miscellaneous

7.1 This Agreement may be executed in several counterparts and any single counterpart or set of counterparts -signed, in either case, by all of the parties thereto shall be deemed to be an original, and all counterparts when taken together shall constitute one and the same instrument.

7.2 This Agreement may be amended only by an instrument in writing signed by all of the parties to this Agreement.

7.3 Any waiver of any right, power or privilege by any party to this Agreement shall be in writing signed by such party. No failure or delay by any party hereto to exercise any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege nor shall any single or partial exercise of that right, power or privilege preclude any further exercise of that right, power or privilege or of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

7.4 Nothing in this Agreement shall release the rights and liabilities of the parties save as expressly provided for in this Agreement.

7.5 If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

7.6 Each Party to this Agreement agrees that it will not without the prior written consent of the other Party disclose to any third party the existence of, or the terms of this Agreement, or the nature or extent of the discussions in connection herewith; save that the Parties are permitted to disclose such information to (i) to affiliates of the respective Parties on a need-to-know basis, (ii) to the professional advisors of the respective Parties and/or (iii) as required by applicable laws and regulations.

7.7 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a Party to this Agreement.

8. Notices

8.1 Any notice or other communication under or in connection with this Agreement shall be sent by letter or fax-

In the case of the Original Owners to -

c/o

TMS CARDIFF GAS LTD

Athens Licensed Shipping Office

80, Kifisias Avenue

GR 15125 Amaroussion

Greece

For the attention of Mr. George Kourelis

Email: gkourelis@tms cardiffgas.com

In the case of the New Owners to-

c/o J.P. Morgan Asset Management

60 Victoria Embankment

London EC4Y OJP

United Kingdom

Tel: +44 (0)207742 1103

Email:

vidit.d.tewari@lpmorgan.com

nicholas.e.meer@lpmorgan.com

For the attention of Vidit Tewari and Nick E. Meer

In the case of Charterers

c/o Shell International Trading and Shipping Company Limited

80 Strand

London WC2R OZA

United Kingdom

Fax: +44 207 646 7714

Email: d.slimmon@shell.com

For the attention of Debbie Slimmon

or in each case to such other address or fax number as one Party may notify in writing to the other Parties hereto.

9. This Deed shall be subject to English law and all disputes arising under, out of or in connection with it between Original Owners and New Owners or between Original Owners and Charterers shall be referred to arbitration in London in accordance with the LMAA terms. All disputes arising under, out of or in connection with this Deed or the Charter Party between New Owners and Charterers shall be referred to arbitration in accordance with Clause 46 of the Charter Party.

IN WITNESS WHEREOF this Deed has been duly executed and unconditionally delivered on the date first written above.

EXECUTED AND DELIVERED AS A DEED

by VLGC BETA OWNING LTD

acting by /s/ Anthony Kandylidis

its attorney-in-fact duly authorised

In the presence of

Witness

/s/ Eriketi Kolyva

Name: Eriketi Kolyva

Address:

EXECUTED AND DELIVERED AS A DEED

by SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED on behalf of

SHELL TRADING INTERNATIONAL

acting by Richard O'Neill

Its attorney-in-fact duly authorised

In the presence of

Witness

/s/ Debbie Slimmon

Name: Debbie Slimmon

Address: Stabco, 80 Sirand, London, WCOR 07A UK

EXECUTED AND DELIVERED AS A DEED by MERIDIAN 10 LIMITED acting by /s/ Phillip Hinds Its attorney-in-fact duly authorised In the presence of   /s/ Phillip Hinds Phillip Hinds Director

Witness	/s/ Jade Whitelocke
Name:	Jade Whitelocke
Address:	PO Box 1093 Boundary Hall, Cricket Square Grand Cayman KY1-1102, Cayman Islands

Time Charter Party

LONDON 15 September 2015

IT IS THIS DAY AGREED between VLGC Beta Owning Ltd of Trust Company Complex, Ajeltake Road, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 or its nominee, (hereinafter referred to as “Owners”), being owners of the good motor/stream VLGC vessel called to be constructed by Hyundai Samho Heavy Industries Co. Lt. (hereinafter referred to as the “Builder”) pursuant to a ship building contract between the Owners and the Builder dated on or around the date hereof (hereinafter referred to as the “Shipbuilding Contract”), carrying the Builder’s hull number S882 and to be named (*).

(hereinafter referred to as “the vessel”) described as per Clause 1 hereof and Shell International Trading and Shipping Company for and on behalf of Shell Trading International Limited (hereinafter referred to as Stasco) of 80 Strand, London WC2R 0ZA (hereinafter referred to as “Charterers”):

Description And Condition of Vessel	1.	At the date of delivery of the Vessel under this charter and throughout the Charter period:
		(a)	she shall be classified by a Classification Society which is a member of the international Association of Classification Societies;
		(b)	she shall be in every way fit to carry crude petroleum and/or its products see Additional Clause 9 Cargo;
		(c)	she shall be tight, staunch, strong, in good order and condition, and in every way fit for the service, with her machinery, boilers, hull and other equipment including but not limited to hull stress calculator, radar, computers and computer systems) in a good and efficient state;
		(d)	her tanks, valves and pipelines shall be oil gas-tight;
		(e)	she shall be in every way fitted for burning, in accordance with the grades specified in Clause 29 hereof:
			(i)	at sea, fuel oil for main propulsion and fuel oil/marine diesel oil* for auxiliaries;
			(ii)	in port, fuel oil/marine diesel oil* for auxiliaries;
		(f)	she shall comply with the regulations in force so as to enable her to pass through the Suez and Panama Canals by day and night without delay;
		(g)	she shall have on board all certificates, documents and equipment required from time to time by an applicable law to enable her to perform the charter service without delay;
		(h)	she shall comply with the description in Gas Form C the OCIMF Hamenlsed Vessel Particulars Questionnaire appended
			hereto as Appendix A, provided however that if there is any conflict between the provisions of this questionnaire and any other provision, including this Clause 1, of this charter such other provisions shall govern;
		(i)	her ownership structure, flag, registry, classification society and management company shall not be changed without Charterers’ prior approval which not to be unreasonably withheld;
Safety Management		(j)	Owners or Owners appointed Vessel Managers, will operate:
			(i)		a safety management system certified to comply with the International Safety Management Code (ISM Code) for the Safe Operation of Ships and for Pollution Prevention;
			(ii)		a documented safe working procedures system (including procedures for the identification and mitigation of risks);
			(iii)		a documented environmental management system;
			(iv)		documented accidental/incident reporting system compliant with flag state requirement;
		(k)	Owners shall submit to Charterers a monthly written report detailing all accidents/incidents and environmental reporting requirements, in accordance with the Shell Safety and Environmental Monthly Reporting Template appended hereto as Appendix B;
		(l)	Owners shall maintain Health Safety Environmental (HSE) records sufficient to demonstrate compliance with the requirements of their HSE system and of this charter, Charterers reserve the right to confirm compliance with SHE requirements by audit of Owners.
		(m)	Owners will arrange at their expense for a 3rd party SIRE inspection to be carried out at intervals of 5 six months plus or minus 15 (fifteen) thirty daysafter Charterer’s SIRE inspection. 3rd Party SIRE is for Owner’s account, but Shell SIRE is for Charterer’s account.
Shipboard Personnel	2.	(a)	At the date of delivery of the vessel under this charter and throughout the charter period:
			(i)		she shall have a full and efficient complement of master, officers arid crew for a

And their Duties	vessel of her tonnage, who shall in any event be not less than the number required by the laws of the flag state and who shall be trained to operate the vessel and her equipment competently and safely;
	(ii)	all shipboard personnel shall hold valid certificates of competence in accordance with the requirements of the law of the flag state;
	(iii)	all shipboard personnel shall be trained in accordance with the relevant provisions of the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1995 or any additions, modifications or subsequent versions thereof;

___________

* Delete as appropriate

			(iv)	there shall be on board sufficient personnel with agood working knowledge of the English language to enable cargo operations at loading and discharging places to be carried out efficiently and safely and to enable communications between the vessel and those loading the vessel or accepting discharge there from to be carried out quickly and efficiently;
			(v)	the terms of employment of the vessels staff and crew will always remain acceptable to The International Transport Workers Federation and the vessel will at all times carry a Blue card or its bona fide equivalent;
			(vi)	the nationality of the vessels officers given in the OCIMF Vessel Particulars Questionnaire referred to in Clause 1(h) willnot change without Charterers prior agreement.
		(b)	Owners guarantee that throughout the charter service the master shall with the vessel’s officers and crew, unless otherwise ordered by Charterers;
			(i)	prosecute all voyages with the utmost despatch;
			(ii)	render all customary assistance; and
			(iii)	load and discharge cargo as rapidly as possible when required by Charterers or their agents to do so, by night or by day, but always in accordance with the laws of the place of loading or discharging (as the case may be) and in each case in accordance with any applicable laws of the flag state.
Duty to Maintain	3.	(a)	Throughout the charter service Owners shall, whenever the passage of time, wear and tear or any event (whether or not coming within Clause 27 hereof) requires steps to be taken to maintain or restore the conditions stipulated in Clauses 1 and (2a), exercise due diligence so to maintain or restore the vessel.
		(b)	If at any time whilst the vessel is on hire under this charter the vessel fails to comply with the requirements or Clauses 1, 2(a) or 10 then hire shall be reduced to the extent necessary to Indemnify Charterers for such failure. If and to the extent that such failure affects the time taken by the vessel to perform any services under this Charter, hire shall be reduced by an amount equal to the value calculated at the rate hire, of the time so lost. Any reduction of hire under this sub-Clause (b) shall be without prejudice to any other remedy available to Charterers, but where such reduction of hire is in respect of time lost, such time shall be excluded from any calculation under Clause 24.
		(c)	If Owners are in breach of their obligations under Clause 3(a)), Charterers may so notify Owners in writing and if, after the expiry of 30 days following the receipt by Owners of any such notice, Owners have failed to demonstrate to Charterers’ reasonable satisfaction the exercise of  due diligence as required in Clause 3(a), the vessel shall be off-hire, and no further hire payments shall be due, until Owners have so demonstrated that they are exercising such due diligence.
		(d)	Owners shall advise Charterers immediately, in writing, should the vessel fail an inspection by, but not limited to, a governmental and/or port state authority, and/or terminal and/or major charterer of similar tonnage. Owners shall simultaneously advise Charterers of their proposed course of action to remedy the defects which have caused the failure of such inspection.
		(e)	If, in Charterers reasonably held view:
			(i)	failure of an inspection, or,
			(ii)	any finding of an inspection,
			referred to in Clause 3(d), prevents normal commercial operations then Charterers have the option to place the vesseloff-hire from the date and time that the vessel fails such inspection, or becomes commercially inoperable, until the data and time that thevessel passes a re-inspection by the same organisation, or becomes commercially operable, which shall be in a position no less favourable to Charterers than at which she went off-hire.
		(f)	Furthermore, at any time while the vessel is off-hire for a consecutive period of thirty (30) days under this Clause 3, (with the exception of Clause 3(e)(ii)), Charterers have the option to terminate this charter by giving notice in writing with effect from the date on which such notice of termination is received by Owners or from any later date stated in such notice. This sub-Clause (f) is without prejudice to any rights of

		Charterers orobligations of Owners under this charter or otherwise (including without limitation Charterers’ rights under Clause 21 hereof).
Period	4.	(a)	Owners agree to let and Charterers agree to hire the vessel for a period of Five (5) years (the "Firm Period"), plus three (3) optional periods of one (1) year each, the “First Optional Period”, “Second Optional Period” and “Third Optional Period” respectively, and each an "Optional Period" in Charterers’ option. Each Optional Period to be declared no later than one hundred twenty (120) days prior to expiry of the Firm Period or, as the case may be, the preceding Optional Period. The final period under this charter (whether the Firm Period or one of the Optional Periods) shall be
Trading Limits and Safe Places			plus or minus up to 30days in Charterers option, commencing from the time and date of delivery of the vessel, for the purpose of carrying all lawful merchandise (subject always to Clause 28) including in particular;
			___________ In any part of the world, Worldwide always within INL (Institute Navigation Limits) and remain in, always afloat excluding Iraq, Iran, Cuba, Turkish-occupied Cyprus, Lebanon, Namibia, Syria, Sudan, Yemen, Cambodia, Ethiopia, North Korea, Somalia and countries sanctioned by the UN, USA and/or EU and/or the country of the vessel or countries being at war or warlike area. Vessel never trade in ice. Any current excluded area that during the course of the time charter becomes an industry standard and owners can accept to call at shall be reinstated as part of the trading range i.e. the time charter is for worldwide trading
			as Charterers shall direct, subject to the limits of the current British Institute Warranties and any subsequent amendments thereof. Notwithstanding the foregoing, but subject to Clause 35, Charterers may order the vessel to ice-bound waters or to any part of the world outside such limits provided that Owners consent thereto (such consent not to be unreasonably withheld) and that Charterers pay for any insurance premium required by the vessel’s underwriters as aconsequence of such order.
		(b)	Any time during which the vessel is off-hire under this charter may be added to the charter period in Charterers option up to the total amount of time spent off-hire. In such cases the rate of hire will be that prevailing at the time the vessel would, but for the provisions of this Clause, have been redelivered.
		(c)	Charterers shall use due diligence to ensure that the vessel is only employed between and at safe places (which expression when used in this charter shall include ports, berths, wharves, docks, anchorages, submarine lines, alongside vessels or lighters, and other locations including locations at sea) where she can safely lie always afloat. Notwithstanding anything contained in this or any other clause of this charter, Charterers do not warrant the safety of any place to which they order the vessel and shall be under no liability in respect thereof except for loss ordamage caused by their failure to exercise due diligence as aforesaid. Subject as above, the vessel shall be loaded and discharged at any places as Charterers may direct, provided that Charterers shall exercise due diligence to ensure that any ship-to-ship transfer operations shall conform to standards not less than those set out in the latest published edition of the ICS/OCIMF Ship-to-Ship Transfer Guide.
		(d)	Unless otherwise agreed, the vessel shall be delivered by Owners dropping outward pilot at a port in under vapours and heel of LPG, Commercial Propane and/or Butane, ready to load, at one safe berth/anchorage, safely afloat or at the Builder’s yard and provided the vessel has passed the Shell Ship Quality Assurance process prior to or concurrently with delivery of the vessel from the Builder to the Owner pursuant to the Shipbuilding Contract. Should the Owner elect to perform gas trials following delivery of the vessel to them from the Builder, delivery by Owners hereunder will be at the gas trial site in Korea. If the gas trials take place at any other location, then the alternative location to be nominated to the Charterer for their acceptance, such acceptance shall not be unreasonably withheld.
			________ at Owners’ option and redeliveredRedeliveryto owners shall bedropping outward pilot at a port inat last discharge port worldwide
			____________at Charterers’ option.
		(e)	The vessel will deliver with last cargo(es) of N/A and will                redeliver with last cargo(es) of LPG
		(f)	Owners are requiredto give Charterers where applicable 30 days firm 15/10/5/3/1days prior notice of delivery and Charterers are required to give Ownerswhere applicable 40, 30 days and firm 15/10/5/3/1days prior notice of redelivery.

Laydays/ Cancelling	5.	The vessel shall not be delivered to Charterers beforepursuant to the Shipbuilding Contractand Charterers shall have the option of cancelling this charter if the vessel is not ready and at their disposal on or before the cancelling date under the Shipbuilding Contract as this may be extended pursuant to the terms of the Shipbuilding Contract. The Owners shall keep the Charterers informed of any such extension of the cancelling date under the Shipbuilding Contract. Should the Owners elect to perform gas trials following delivery of the vessel to them from the Builder, the vessel shall be delivered to Charterers promptly following completion of the gas trials provided that the vessel has passed the Shell Ship Quality Assurance Process.
Owners to Provide	6.	Owners undertake to provide and to pay for all provisions, wages (Including but not limited to all overtime payments), and shipping and discharging fees and all other expenses of the master, officers and crew; also, except as provided in Clauses 4, and 34and Additional Clause 4hereof, for all insurance on the vessel, for all deck, cabin and engine-room stores, and for water; for all drydocking, overhaul, maintenance and repairs to the vessel: and for all fumigation expenses and de-rat certificates. Owners’ obligations under this Clause 6 extend to all liabilities for customs or import duties arising at any time during the performance of this charter in relation to the personal effects of the master, officers and crew, and in relation tothe stores, provisions and other matters aforesaid which Owners are to provide and pay for and Owners shall refund to Charterers any sums Charterers or their agents may have paid or been compelled to pay in respect of any such liability, Any amounts allowable in general average for wages and provisions and stores shall be credited toCharterers insofar as such amounts are in respect of a Period when the vessel is on-hire.
Charterers to Provide	7.	(a)	Charterers shall provide and pay for all fuel (except fuel used for domestic services), towage and pilotage and shall pay agency fees, port charges, commissions, expenses of loading and unloading cargoes, canal dues and all charges other than those payable by Owners in accordance with Clause 6 hereof, provided that all charges for the said items shall be for Owners’ account when such items are consumed, employed or incurred for Owners’ purposes or while the vessel is off-hire (unless such items reasonably relate to any service given or distance made good and taken into account under Clause 21 or 22); and provided further that any fuel used in connection with a general average sacrifice or expenditure shall be paid for by Owners.
		(b)	In respect of bunkers consumed for Owners purposes these will be charged on each occasion by Charterers on a first-in-first-out basis valued on the prices actually paid by Charterers.
		(c)	If the trading limits of this charter include ports in the United States of America and/or its protectorates then Charterers shall reimburse Owners for port specific charges relating to additional premiums charged by providers or oil pollution cover, when incurred by the vessel calling at ports in the United States of America and/or its protectorates in accordance with Charterers orders.
Rate of Hire	8.	Subject as herein provided, Charterers shall pay for the use and hire of the vessel at the rate of United States Dollars Eight hundred Ninety Nine Thousand Nine Hundred (US$ 899,900) per month for the Firm Period; United States Dollars, Nine Hundred Seventy Five Thousand (US$ 975,000) per month for the First Optional Period; United States Dollars One Million Seventy Five Thousand (US$ 1,075,000) per month for the Second Optional Period; and United States Dollars, One Million One Hundred Seventy Five Thousand (US$ 1,175,000) per month for the Third Optional Periodper day, and pro rata for any part of a month day; from the time and date of her delivery (GMTlocal time) to Charterers until the time and date of redelivery (GMTlocal time) to Owners. The respective option rate shall be charged from the anniversary date of the delivery of the vessel.
Payment of Hire	9.	Subject to Clause 3(c) and 3(e), payment of hire shall be made in immediately available funds to: Owners designated bank account without any discount.
		Payment of charter hire stipulated in this Charter Party to be assigned to the bank nominated by the Owners. Account:
		in United States Dollars per calendar month in advance, less:
			(i)	any hire paid which Charterers reasonably estimate to relate to off-hire periods, and;
			(ii)	any amounts disbursed on Owners’ behalf, any advances and commission thereon, and charges which are for Owners’ account pursuant to any provision hereof, and;
			(iii)	any amounts due or reasonably estimated to become due to Charterers under Clause 3(c) or 24 hereof
		any such adjustments to be made at the due date for the next monthly payment after the facts

		have been ascertained. Charterers shall not be responsible for any delay or error by Owners’ bank in crediting Owners’ account provided that Charterers have made proper and timely payment. In default of such proper and timely payment:
		(a)	Owners shall notify Charterers of such default and Charterers shall within seven days of receipt of such notice pay to Owners the amount due, including interest, failingwhich Owners may withdraw the vessel from the service of Charterers without prejudice to any other rights Owners may have under this charter or otherwise: and
		(b)	Interest on any amount due but not paid on the due date shall accrue from the day after that date up to and including theday When payment is made, at a rate per annum which shall be 1% above the U.S. Prime Interest Rate as published by the Chase Manhattan BankWall Street Journalin New York at 12.00 New York time on the due date, or, if no such interest rate is published on that day, the interest rate published on the next preceding day on which such a rate was so published, computed on the basis of a 360 day year of twelve 30-day months, compounded semi-annually
Space Available to Charterers	10.	The whole reach, burthen and decks on the vessel and any passenger accommodation (including Owners’ suite) shall beat Charterers’ disposal, reserving only proper and sufficient space for the vessel's master, officers, crew, tackle, apparel, furniture, provisions and stores, provided that the weight of stores on board shall not, unless specially agreed, exceed [to be confirmed prior to delivery] tonnes at any time during the charter period.
Segregated Ballast	11.	In connection with the Council of the European Union Regulation on the implementation of IMO Resolution A747(18) Owners will ensure that the following entry is made on the International Tonnage Certificate (1989) under the section headed “remarks”: “The segregated ballast tanks comply with the Regulation 13 of Annex 1 of the international Convention for the prevention of pollution from ships, 1973, as modified by the Protocol of 1978 relating thereto, and the total tonnage of such tanks exclusively used for the carriage of segregated water ballast is         The reduced gross tonnage which should be used for the calculation of tonnage based fees is    ”.
Instructions And Logs	12.	Charterers shall from time to time give the master all requisite instructions and selling directions, and the master shall keep a full and, correct log of the voyage or voyages, which Charterers or their agents may inspect as required. The master shall when required furnish Charterers or their agents with a true copy of such log and with property completed loading and discharging port sheets and voyage reports for each voyage and other returns as Charterers may require. Charterers shall be entitled to take copies at Owners’ expense of any such documents which are not provided by the master.
Bills of Lading	13.	(a)	The master (although appointed by Owners) shall be under the orders and direction of Charterers as regards employment of the vessel, agency and other arrangements, and shall sign Bills of Lading as Charterers or their agents may direct (subject always to Clauses 35 (a) and without prejudice to this charter. Charterers hereby indemnify Owners against all consequences or liabilities that may arise;
			(i)	from signing Bills of Lading in accordance with the directions of Charterers or their agents, to the extent that the terms of such Bills of Lading fall to conform to the requirements of this charter (including, without limitation, the provisions of Additional Clauses 3 and 42), or (except as provided in Clause 13(b) from the master otherwise complying with Charterers’ or their agents’ orders;
			(ii)	from any irregularities in papers supplied by Charterers or their agents.
		(b)	If Charterers by telex, facsimile or other form of written communication that specifically refers To this Clause request Owners to discharge a quantity of cargo either without Bills of Lading and/or at a discharge place other than that named in a Bill of Lading and/or that is different from the Bill of Lading quantity, then Owners shall discharge such cargo in accordance with Charterer’s instructions in consideration of receiving the following indemnity which shall be deemed to be given by Charterers on each and every such occasion and which is limited in value to 200% of the CIF value of the cargo carried on board;
			"(i)	Charterers shall indemnify Owners and Owners’ servants and agents in respect of any liability loss or damage of whatsoever nature (including legal costs as between attorney or solicitor and client and associated expanses) which Owners may sustain by reason of delivering such cargo in accordance with Charterers’ request.
			(ii)	If anyproceeding is commenced against Owners or any of Owners’ servants or agents in connection with the vessel having delivered cargo in accordance with such request, Charterers shall provide Owners or any of Owners’ servants or agents from time to time on demand with sufficient funds to defend the safe proceedings.
			(iii)	If the vessel or any other vessel or property belonging to Owners should be arrested or detained, or if the arrest or detention thereof should be threatened, by reason of discharge in accordance with Charterers instruction as aforesaid, Charterers shall provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the

				release of such vessel or property and Charterers shall indemnify Owners in respect of any loss, damage or expenses caused by such arrest or detention whether or not same may be justified.
			(iv)	Charterers shall, if called upon to do so at any time while such cargo is in Charterers’ possession, custody or control, redeliver the same to Owners.
			(v)	As soon as all original Bills of Lading for the above cargo which name as discharge port the place where delivery actually occurred shall have arrived and/or come into Charterers’ possession, Charterers shall produce and deliver the same to Owners whereupon Charterers’ liability hereunder shall cease. Provided however, if Charterers have not received all such original Bills of Lading by 24.00 hours on the day 36 calendar months after the date of discharge, that this indemnity shall terminate at that time unless before that time Charterers have received from Owners written notice that:
				a)	Some person is making a claim in connection with Owners delivering cargo pursuant to Charterers request or,
				b)	Legal proceedings have been commenced against Owners and/or carriers and/or Charterers and/or any of their ·respective servants or agents and/or the vessel for the same reason. When Charterers have received such a notice, then this indemnity shall continue in force until such claim or legal proceedings are settled. Termination of this indemnity shall not prejudice any legal rights a party may have outside this indemnity.
			(vi)	Owners shall promptly notify Charterers if any person (other than a person to whom Charterers ordered cargo to be delivered) claims to be entitled to such cargo and/or if the vessel or any other property belonging to Owners is arrested by reason or any such discharge of cargo.
			(vii)	This indemnity shall be governed and construed in accordance with the English law and each and any dispute arising out of or in connection with this indemnity shall be subject to the Jurisdiction of the High Court of Justice of England.
		(c)	Owners warrant that the Master will comply with orders to carry and discharge against one or more Bills of Lading from a set of original negotiable Bills of Lading should Charterers so require,
Conduct Vessel’s Personnel	14.	If Charterers complain of the conduct of the master or any of the officers or crew, Owners shall immediately investigate the complaint. If the complaint proves to be well founded, Owners shall, without delay, make a change in the appointments and Owners shall in any event communicate the result of their investigations to Charterers as soon as possible.
Bunkers at Delivery and Redelivery	15.	Charterers shall accept and pay for all bunkers on board at the time of delivery, and Owners shall on redelivery (whether it occurs at the end of the charter or on the earlier termination of this charter) accept and pay for all bunkers remaining on board, at the price actually paid, on a first-in-first-out basis. Such prices are to be supported by paid invoices. Vessel to be delivered to and redelivered from the charter with, at least, a quantity of bunkers on board sufficient to reach the nearest main bunkering port but always with a minimum quantity of bunkers for nine (9) days full steaming at Service Speed pursuant to Clause 24 of this Charter Party. Owners shall provide an estimate of bunkers on board at Delivery with the seven (7) days firm delivery notice pursuant to Clause 4(e) of this Charter Party, and shall update estimated Bunkers at Delivery with each subsequent delivery notice. Notwithstanding anything contained in this charter all bunkers on board the vessel shall, throughout the duration of this charter, remain the property of Charterers and can only be purchased on the terms specified in the charter at the end of the charter period or, if earlier, at the termination of the charter.
Stevedores Pilots, Tugs	16.	Stevedores, when required, shall be employed and paid by Charterers, but this shall not relieve Owners from responsibility at all times for proper stowage, which must be controlled by the master who shall keep a strict account of all cargo loaded and discharged. Owners hereby indemnify Charterers, their servants and agents against all losses, claims, responsibilities and liabilities arising in any way whatsoever from the employment or pilots, tugboats or stevedores, who although employed by Charterers shall be deemed to be the servants of and in the service of Owners and under the instructions (even if such pilots, tugboat personnel or stevedores are in fact the servants of Charterers their agents or any affiliated company); provided, however, that;
		(a)	the foregoing indemnity shall not exceed the amount to which Owners would have been entitled to limit their liability if they had themselves employed such pilots, tugboats or stevedores, and;
		(b)	Charterers shall be liable for any damage to the vessel caused by or arising out of the use or stevedores, fair wear and tear excepted, to the extent that Owners are unable by the exercise of due diligence to obtain redress therefor from stevedores.
Super-Numeraries	17.	Charterers may send representatives in the vessel’s available accommodation upon any voyage made under this charter, Owners finding provisions and all requisites as supplied to officers, except alcohol, Charterer’s paying at the rate of United States Dollars 15 (fifteen) per day for each representative while on board the vessel. Such representatives to sign the LOI in Owners P&I club wording prior to

		joining the Vessel.
Sub-letting/	18.	Charterers may sub-let the vessel for voyage charter only, but shall always remain responsible to Owners for due fulfilment of
Assignment/Novation		this charter. Additionally Charterers may assign or novate this charter to any company of the Royal Dutch/Shell Group of Companies. Subject to Additional Clause 35 Owners may assign their benefits under this Charter to any bank or financial institution providing finance for the purchase of the vessel.
Final Voyage	19.	If when a payment of hire is due hereunder Charterers reasonably expect to redeliver the vessel before the next payment or hire would fall due, the hire to be paid shall be assessed on Charterers’ reasonable estimate of the time necessary to complete Charterers’ programme up to redelivery, and from which estimate Charterers may deduct amounts due or reasonably expected to become due for;
		(a)	disbursements on Owners’ behalf or charges for Owners’ account pursuant to any provision hereof, and;
		(b)	bunkers on board at redelivery pursuant to Clause 15.
		Promptly after redelivery any overpayment shall be refunded by Owners or any underpayment made good by Charterers.
		If at the time this charter would otherwise terminate in accordance with Clause 4 the vessel is on a ballast voyage to a port of redelivery or is upon a laden voyage, Charterers shall continue to have the use of the vessel at the same rate and conditions as stand herein for as long as necessary to complete such ballast voyage, or to complete such laden voyage and return to a port of redelivery as provided by this charter, as the case may be.
Loss of Vessel	20.	Should the vessel be lost, this charter shall terminate and hire shall cease at noon on the day of her loss; should the vessel be a constructive total loss, this charter shall terminate and hire shall cease at noon on the day on which the vessel’s underwriters agree that the vessel is a constructive total loss; should the vessel be missing, this charter shall terminate and hire shall cease at noon on the day on which she was last heard of. Any hire paid in advance and not earned shall be returned to Charterers and Owners shall reimburse Charterers for the value of the estimated quantity of bunkers m on board at the time of termination, at the price paid by Charterers at the last bunkering port.
Off-hire	21.	(a)	On each and every occasion that there is loss of time (whether by way of interruption in the vessel’s service or, from reduction in the vessel’s performance, or in any other manner);
			(i)	due to deficiency of personnel or stores; repairs; gas-freeing for repairs; time in and waiting to enter dry dock for repairs; breakdown (whether partial or total) of machinery, boilers or other parts of the vessel or her equipment (including without limitation tank coatings); overhaul, maintenance or survey; collision, stranding, accident or damage to the vessel; or any other similar cause preventing the efficient working of the vessel; and such loss continues for more than three consecutive hours (if resulting from interruption in the vessel’s service) or cumulates to more than three hours (if resulting from partial loss of service); or;
			(ii)	due to industrial action by ship’s crew or Owners appointed managers or agents, refusal to sail, breach of orders or neglect of duty on the part of the master, officers or crew; or;
			(iii)	for the purpose of obtaining medical advice or treatment for or landing any sick or injured parson (other than a Charterers’ representative carried under Clause 17 hereof) or for the purpose of landing the body of any person (other than a Charterers’ representative), and such loss continues for more than three consecutive hours; or;
			(iv)	due to any delay in quarantine arising from the master, officers or crew having had communication with the shore at any infected area without the written consent or instructions of Charterers or their agents, or to any detention by customs or other authorities caused by smuggling or other infraction of local law on the part of the master, officers, or crew; or;
			(v)	due to detention of the vessel by authorities at home or abroad attributable to legal action against or breach of regulation by the vessel, the vessel’s owners, or Owners (unless brought about by the act or neglect of Charterers); then; without prejudice to Charterers’ rights under Clause 3 or to any other rights of Charterers hereunder, or otherwise, the vessel shall be off-hire from the commencement of such loss of time until she is again ready and in an efficient state to resume her service from a position not less favourable to Charterers than that at which such loss of time commenced; provided, however, that any service given or distance made good by the vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from hire.
		(b)	If the vessel fails to proceed at any guaranteed speed pursuant to Clause 24, and such failure arises wholly or partly from any of the causes set out in Clause 21(a) above, then the period for which the vessel shall be off-hire under this Clause 21 shall be the difference between;
			(i)	the time the vessel would have required to perform the relevant service at such guaranteed speed, and;
			(ii)	the time actually taken to perform such service (including any loss of time arising from

			Interruption in the performance of such service),
			For the avoidance of doubt, all time included under (ii) above shell be excluded from any computation under Clause 24.
		(c)	Further and without prejudice to the foregoing, in the event of the vessel deviating (which expression includes without limitation putting back, or putting into any port other than that to which she is bound under the instructions' of Charterers) for any cause or purpose mentioned in Clause 21(a), the vessel shall be off-hire from the commencement of such deviation until the time when she is again ready and in an efficient state to resume her service from a position not less favourable to Charterers than that at which the deviation commenced, provided, however, that any service given or distance made good by the vessels whilst so off-hire shall be taken into account in assessing the amount to be deducted from hire. If the vessel, for any cause or purpose mentioned in Clause 21 (a), puts into any port other than the port to which she is bound on the instructions of Charterers, the port charges, pilotage and other expenses at such port shall be borne by Owners. Should the vessel be driven into any port or anchorage by stress of weather hire shall continue to be due and payable during any time lost thereby.
		(d)	If the vessel’s flag state becomes engaged in hostilities, and Charterers in consequence of such hostilities find it commercially impracticable to employ the vessel and have given Owners written notice thereof than from the date of receipt by Owners of such notice until the termination of such commercially impracticability the vessel shall be off-hire and Owners shall have the right to employ the vessel on their own account.
		(e)	Time during which the vessel is off-hire under this charter shall count as part of the charter period except where Charterers declare their option to add off-hire periods under Clause 4 (b)).
		(f)	All references to time in this charter party shall be references to local time except where otherwise stated.
		(g)	Notwithstanding the provisions of Clause 21(a through f) hereof, loss of time due to any of the reasons specified therein or to cleaning of boilers and/or opening up of pistons and/or overhauling of engines, class survey and minor machinery repair, shall be allowed on hire up to a total calculated at the rate of 96 hours per year or pro rata for part of a year.
Periodical	22.	(a)	The vessels are newbuildings so no drydocking is planned during the initial main period of this Charter party, except for emergency. First drydocking is scheduled about sixty (60) months after delivery of each vessel Owners to keep Charterers closely advised about each ships dry docking schedule
			Owners shall propose the port of drydocking and such port is to be subject to Charterers acceptance which is not to be unreasonably withheld.
			Owners have the right and obligation to drydock the vessel, at regular intervals of Owners will provide Charterers with 60 days notice of any drydock intentions to allow Charterers to plan voyages accordingly.
			Charterers shall release the vessels at last discharge port to Owners for the purpose of owners dry-docking the vessel. Owners shall put the vessel in drydock at their expense as soon as practicable after Charterers place the vessel at Owners’ disposal clear of cargo including tank washings and residues.
			Offhire period to be assessed per Cl.21.a of the Agreement. Offhire claimable under the Charter shall be added to the Charter period, at Charterer’s option, at the prevailing charter rate at the time the offhire.
Drydocking			On each occasion Owners shall propose to Charterers a date on which they wish to drydock the vessel, not less than 30 days     before such date, and Charterers shall offer a port for such periodical drydocking and shall take all reasonable steps to make the vessel available as near to such date as practicable. Owners shall put the vessel in drydock at their expense as soon as practicable after Charterers place the vessel at Owners’ disposal clear of cargo other than tank washings and residues. Owners shall be responsible for and pay for the disposal into reception facilities of such tank washings and residues and shall have the right to retain any monies received therefor without prejudice to any claim for loss of cargo under any Bill of Lading or this charter.

.

		(b)	If a periodical drydocking is carried out in the port offered acceptedby Charterers or otherwise mutually agreed(which must have suitable accommodation for the purpose and reception facilities for tank washings and residues), the vessel shall be off-hire from the time she arrives at such port until drydocking is completed and she is in every way ready to resume Charterers’ service and is at the position at which she went off-hire or a position no less favourable to Charterers, whichever she first attains. However;
			(i)	provided that Owners exercise due diligence in gas-freeing, any time lost in gas-freeing to the standard required for entry into drydock for cleaning and painting the hull shall not count as off-hire, whether lost on passage to the drydocking port or after arrival there (notwithstanding Clause 21), and;
			(ii)	any additional time lost in further gas-freeing to meet the standard required for hot work or entry lo cargo tanks shall count as off-hire, whether lost on passage to the drydocking port or after arrival there.
				Any time which, but for sub-Clause (i) above, would be off-hire, shall not be included in any calculation under Clause 24.
				The expenses of gas-freeing, including without limitation the cost of bunkers, shall be for the Owners account.
		(c)	If Owners require the vessel, instead of proceeding to the offered port, to carry out periodical drydocking at a special port selected by them and not agreed by the Charterers, the vessel shall be off-hire from the time when she is released to proceed to the special port until she next presents for loading in accordance with Charterers’ instructions, provided, however, that Charterers shall credit Owners with the time which would have been taken on passage at the service speed had the vessel not proceeded to drydock. All fuel consumed shall be paid for by owners but Charterers shall credit Owners with the value of the fuel which would have been used on such notional passage calculated at the guaranteeddaily consumption for the service speed, and shall further credit Owners with any benefit they may gain in purchasing bunkers at the special port.
		(d)	Charterers shall, insofar as cleaning for .periodical drydocking may have reduced the amount of tank-cleaning necessary to meetCharterers’ requirements, credit Owners with the value of any bunkers which Charterers calculate to have been saved thereby, whether the vessel drydocks at an offered or aspecial port.
Ship Inspection	23.	Charterers shall have the right at any time during the charter period to make such inspection of the vessel as they may consider necessary. This right may be exercised as often and at such intervals as Charterers in their absolute discretion may determine and whether the vessel is in port or onpassage. Owners affording all necessary co-operation and accommodation on board provided, however:
		(a)	that neither the exercise nor the non-exercise, nor anything done or not done in the exercise or non-exercise, by Charterers of such right shall in any way reduce the master’s or Owners’ authority over, or responsibility to Charterers or third parties for, the vessel and every aspect of her operation, nor increase Charterers’ responsibilities to Owners or third parties for the same; and;
		(b)	that Charterers shall not be liable for any act, neglect or default by themselves, their servants or agents in the exercise of non-exercise of the aforesaid right.
		(c)	Charterers representatives to sign Owners P&I Club letter of indemnity prior to boarding.
Detailed Description and Performance	24.	(a)	Owners guarantee that the speed and consumption of the vessel shall be as follows:
			Average speed in knots		Maximum average bunker consumption per day
			Laden		Main propulsion fuel oil/diesel oil tonnes	Auxiliaries fuel oil/diesel oil tonnes
			11.0 12.0 13.0 14.0 15.0 16.0 16.5
			_________		____/_____	____/_____
			_________		____/_____	____/_____
			_________		____/_____	____/_____
			Ballast

	11.5 12.0 13.0 14.0 15.0 16.0 16.5
	_________		____/_____	____/_____
	_________		____/_____	____/_____
	_________		____/_____	____/_____
	Provisional speed and consumption range between 13.0 – 16.5 knots, ballast & laden, based the speed & consumption curves from the shipbuilding contract, to be reviewed six (6) months after delivery of the vessel.  Charterers to order the vessel at various speeds, laden & ballast, during that six (6) months after delivery period.  Final speed & consumption guarantees, up-to Beaufort wind and wave scale 4, basis about 13.0 to 16.5 knots (+/- 0.5 knots) to be agreed after six (6) months and based upon the actual performance of each vessel.
	The foregoing bunker consumptions are for all purposes except cargo heatingcooling and tank cleaning inerting And shall be pro-rated between the speeds shown. The service speed of the vessel if 16.5 knots laden and 16.5 knots in ballast and in the absence of Charterers’ order s to the contrary the vessel shall proceed at the service speed.  In Addition to the above Warranted Speeds and Consumptions, Charterers shall be entitled to order the Vessel to slow steam down to eleven knots laden (11.0 knts) and eleven point five knots ballast (11.5 knts), always excluding transits through recognized Piracy Zones.
	However if more than one laden and one ballast speed are shown in the table above Charterers shall have the right to order the vessel to steam at any speed within the range set out in the table (the “ordered speed”). If the vessel is ordered to proceed at any speed other than the highest speed shown in the table, and the average speed actually attained by the vessel during the currency of such order exceeds such ordered speed plus 0.5 knots (the “maximum recognised speed”), then for the purpose of calculating a decrease of hire under this Clause 24 the maximum recognised speed shall be used in place of the average speed actually attained.
	For the purposes of this charter the “guaranteed speed” at any time shall be the then-current ordered speed or the service speed, as the case may be. The average speeds and bunker consumptions shall for the purposes of this Clause 24 be calculated by reference to the observed distance from pilot station FAOP (full away on passage) to pilot station EOSP (end of sea passage) on all sea passages during each period stipulated in Clause 24 (c), but excluding any time during which the vessel is (or but for Clause 22 (b) (i) would be) off-hire and also excluding “Adverse Weather Periods”, being;
	(i)	any periods during which reduction of speed is necessary for safety in congested and/or draft restricted waters or in poor visibility and/or areas such as restricted channels;
	(ii)	any days, noon to noon, when winds or wave exceed force 48 on the Beaufort Scale for more than 12 hours.
(b)	If during any year from the date on which the vessel enters service (anniversary to anniversary) the vessel falls below or exceeds the performance guaranteed in Clause 24 (a) then if such shortfall or excess results;
	(i)	From a reduction or an increase in the average speed of the vessel, compared to the speed guaranteed in Clause 24 (a), then an amount equal to the value at the hire rate of the time so lost or gained, as the case may be, shall be included in the performance calculation;
	(ii)	From an increase or a decrease in the total bunkers consumed, compared to the total bunkers which would have been consumed had the vessel performed as guaranteed in Clause 24 (a), an amount equivalent to the value of the additional bunkers consumed or

				the bunkers saved, as the case may be, based on the average price paid by Charterers for the vessel’s bunkers in such period, shall be inducted in the performance calculation.
			The results of the performance calculation for laden and ballast mileage respectively shall be  adjusted to take into account the mileage steamed in each such condition during Adverse Weather  Periods, by dividing such addition or deduction by the number of miles over which the  performance has been calculated and multiplying by the same number of miles plus the miles  steamed during the Adverse Weather Periods, in order to establish the total performance calculation for such period.
			Reduction of hire under the foregoing sub-Clause (b) shall be without prejudice to any other remedy available to Charterers.
	(c)	Calculations under this Clause 24 shall be made for the yearly periods terminating on each successive anniversary of the date on which the vessel enters service, and for the period between the last such anniversary and the date of termination of this charter if less than a year. Claims in respect of reduction of hire arising under this Clause during the final year or part  year of the charter period shall in the first instance be settled in accordance with Charterers’ estimate made two months before the end of the charter period following agreement thereon between Charterers and Owners.  Any necessary adjustment after this charter terminates shall be made by payment by Owners to Charterers or by Charterers to Owners as the case may require.
	(d)	Owners and Charterers agree that this Clause 24 is assessed on the basis that Owners are not entitled to additional hire for performance in excess of the speeds and consumptions given in this Clause 24. Notwithstanding the above, Owners not to claim for over-performance but any claim from Charterers for under-performance is to be off-set against over-performance.
Salvage	25.	Subject to the provisions of Clause 21 hereof, all loss of time and all expenses (excluding any damage to or loss of the vessel or tortious liabilities to third parties) incurred in saving or attempting to save life or in successful or unsuccessful attempts at salvage shall be borne equally by Owners and Charterers provided that Charterers shall not be liable to contribute towards any salvage payable by Owners arising in any way out of services rendered under this Clause 25 . All salvage and all proceeds from derelicts shall be divided equally between Owners and Charterers after deducting the master’s, officers’ and crew’s share.
Lien	26.	Owners shall have a lien upon all cargoes and all freights, sub-freights and demurrage for any amounts due under this charter; and Charterers shall have a lien on the vessel for all monies paid in advance and not earned, and for all claims for damages arising from any breach by Owners of this charter.
Exceptions	27.	(a)	The vessel, her master and Owners shall not, unless otherwise in this charter expressly provided, be liable for any loss or damage or delay or failure arising or resulting from any act, neglect or default of the master, pilots, mariners or other servants of Owners in the navigation or management of the vessel; fire, unless caused by the actual fault or privity of Owners; collision or stranding; dangers and accidents of the sea; explosion, bursting of boilers, breakage of shafts or any latent defect in hull, equipment or machinery; provided, however, that Clauses 1. 2, 3 and 24 hereof shall be unaffected by the foregoing. Further, neither the vessel, her master or Owners, nor Charterers shall, unless otherwise in this charter expressly provided, be liable for any loss or damage or delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, lock-outs, riots, restraints of labour, civil commotions or arrest or restraint of princes, rulers or people.
		(b)	The vessel shall have liberty to sail with or without pilots, to tow or go to the assistance of vessels in distress and to deviate for the purpose of saving life or property.
		(c)	Clause 27(a) shall not apply to, or affect any liability of Owners or the vessel or any other relevant person in respect of;
			(i)	loss or damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe or crane or other works or equipment whatsoever at or near any place to which the vessel may proceed under this charter, whether or not such works or equipment belong to Charterers, or;
			(ii)	any claim (whether brought by Charterers or any other person) arising out of any loss of or damage to or in connection with cargo. Any such claim shall be subject to the Hague-Visby Rules or the Hague Rules or the Hamburg Rules, as the case may be, which ought pursuant to Clause 38 hereof to have been incorporated in the relevant Bill of Lading (whether or not such Rules were so incorporated) or, if no such Bill of Lading is issued, to the Hague-Visby Rules unless the Hamburg Rules compulsorily apply in which case to the Hamburg Rules.
		(d)	In particular and without limitation, the foregoing subsections (a) and (b) of this Clause shall not apply to or in any way affect any provision in this charter relating to off-hire or to reduction of hire.
Injurious Cargoes	28.	No acids, explosives or cargoes injurious to the vessel shall be shipped and without prejudice to the foregoing any damage to the vessel caused by the shipment of any such cargo, and the time taken to

		repair such damage, shall be for Charterers’ account. No voyage shall be undertaken, nor any goods or cargoes loaded, that would expose the vessel to capture or seizure by rulers or governments.
Grade of Bunkers	29.	Charterers shall supply fuel oil with a maximum viscosity of 380cst IS0-8217 RMG 380 centistokes at 50 degrees centigrade and/or marine diesel oil or marine gas oil DMA IS0-8217 for main propulsion and fuel oil with a maximum viscosity of 380cst IS0-8217 RMG 380 centistokes at 50 degrees centigrade and/or marine diesel oil or marine gas oil DMA ISO-8217 for the auxiliaries. All fuels supplied shall not contain any waste lubricating oil, chemical waste, or any other substances which are not inherent to bunkers. If Owners require the vessel to be supplied with more expensive bunkers they shall be liable for the extra cost  thereof. Charterers warrant that all bunkers provided by them in accordance herewith shall be of a quality complying with ISO Standard 8217 (2005) for Marine Residual Fuels and Marine Distillate Fuels as applicable, and any subsequent amendments thereto.
Disbursements	30.	Should the master require advances for ordinary disbursements at any port, Charterers or their agents shall make such advances to him, in consideration of which Owners shall pay a commission of two and a half per cent, and all such advances and commission shall be deducted from hire.
Laying-up	31.	Subject to Additional Clause 17, Charterers shall have the option, after consultation with Owners, of requiring Owners to lay up the vessel at a safe place nominated by Charterers, in which case the hire provided for under this charter shall be adjusted to reflect any net increases in expenditure reasonably incurred or any net saving which should reasonably be made by Owners as a result of such lay up. Charterers may exercise the said option any number of times during the charter period.
Requisition	32.	Should the vessel be requisitioned by any government, de facto or de jure, during the period of this charter, the vessel shall be off-hire during the period of such requisition, and any hire paid by such governments in respect of such requisition period shall be for Owners’ account. Any such requisition  period shall count as part of the charter period.
Outbreak of War		If war or hostilities break out between any two or more of the following countries:  U.S.A., the countries or republics having been part of the former U.S.S.R. (except that declaration of war or hostilities solely between any two or more of the countries or republics having been part of the former USSR shall be exempted), P.R.C, U.K., Netherlands, then both Owners and Charterers shall have the right to cancel this charter. In the event that war breaks out between any two or more of the following States Netherlands, Singapore, Great Britain, Vessel flag country, South Korea United States of America, People’s Republic of China and Russia) both Owners and Charterers shall have the right of terminating this Time Charter. It is understood that war or actual hostilities means direct war or hostilities between these countries and does not include local hostilities or civil war where any of the above countries support opposing sides. Either party, however, shall not he entitled to terminate this Time Charter on account of minor or local military or narrow operation or economic warfare which will not interfere with the vessel’s trade, have the right to cancel this charter.
Additional War Expenses	34.	If the vessel is ordered to trade in areas where there is war (de facto or de jure) or threat of war, Charterers shall reimburse Owners for any additional insurance premia, crew bonuses and other expenses which are reasonably incurred by Owners as a consequence of such orders, provided that Charterers are given notice of such expenses as soon as practicable and in any event before such expenses are incurred, and provided further that Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of any claims by Owners under their war risk insurance arising out of compliance with such orders. Any payments by Charterers under this clause will only be made against proven documentation. Any discount or rebate refunded to Owners, for whatever reason, in respect of additional war risk premium shall be passed on to Charterers. All claims for additional costs and expenses recoverable by Owners from Charterers under this Clause must be received from Owners by Charterers in writing along with supporting documentation within 45 days of the voyage being completed (where the voyage is deemed to be completed upon completion of discharge and disconnection of hoses at the final discharge port) otherwise Charterers liability for such costs shall be extinguished.
War Risks	36	(a)	The master shall not be required or bound to sign Bills of Lading for any place which in his or Owners’ reasonable opinion is dangerous or impossible for the vessel to enter or reach owing to any blockade, war, hostilities, warlike operations, civil war, civil commotions or revolutions, acts of piracy, acts of terrorists, malicious damage by any person, body, terrorist or political group.

		(b)	if in the reasonable opinion of the master or Owners it becomes, for any of the reasons set out  in Clause 35(a) or by the operation of international law, dangerous, impossible or prohibited for the vessel to reach or enter, or to load or discharge cargo at, any place to which the vessel  has been ordered pursuant to this charter (a "place of peril"), then Charterers or their agents shall be immediately notified in writing or by radio messages, and Charterers shall thereupon  have the right to order the cargo, or such part of it as may be affected, to be loaded or discharged, as the case may be, at any other place within the trading limits of this charter (provided such other place is not itself a place of peril). If any place of discharge is or becomes a place of peril, and no orders have been received from Charterers or their agents  within 48 hours after dispatch of such messages, then Owners shall be at liberty to discharge the cargo or such part of it as may be affected at any place which they or the master may in their or his discretion select within the trading limits of this charter and such discharge shall be deemed to be due fulfilment of Owners' obligations under this charter so far as cargo so discharged is concerned.
		(c)	The vessel shall have liberty to comply with any directions or recommendations as to departure, arrival, routes, ports of call, stoppages, destinations, zones, waters, delivery or in any other wise whatsoever given by the government of the state under whose flag the vessel sails or any other government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority including any de facto government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority or by any committee or person having under the terms of the war risks insurance on the vessel the right to give any such directions or recommendations. If by reason of or in compliance with any such directions or recommendations anything is done or is not done, such shall not be deemed a deviation. if by reason of or in compliance with any such direction or recommendation the vessel does not proceed to any place of discharge to which she has been ordered pursuant to this charter, the vessel may proceed to any place which the master or Owners in his or their discretion select and there discharge the cargo or such part of it as may be affected. Such discharge shall be deemed to be due fulfilment of Owners’ obligations under this charter so far as cargo so discharged is concerned. Charterers shall procure that all Bills of Lading issued under this charter shall contain the Chamber of Shipping War Risks Clause 1952,
Both to Blame Collision Clause	36.	If the liability for any collision in which the vessel is involved while performing this charter fails to be determined in accordance with the laws of the United States of America, the following provision shall apply: “If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the owners of the cargo carried hereunder will indemnify the carrier against all loss, or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of the said cargo and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.” “The foregoing provisions shall also apply where the owners, operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision or contact.” Charterers shall procure that all Bills of Lading issued under this charter shall contain a provision in the foregoing terms to be applicable where the liability for any collision in which the vessel is  involved falls to be determined in accordance with the laws of the United States of America.
New Jason Clause	37.	General average contributions shall be payable according to York/Antwerp Rules, 1994, as amended from time to time, and shall be adjusted in London in accordance with English law and practice but should adjustment be made in accordance with the law and practice of the United States of America, the following position shall apply: “In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible by statute, contract or otherwise, the cargo, shippers, consignees or owners of the cargo shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.” “If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the cargo and any salvage and special charges thereon shall, if required, be made by the cargo, shippers, consignees or owners of the cargo to the carrier before delivery.” Charterers shall procure that all Bills of Lading issued under this charter shall contain a provision in the foregoing terms, to be applicable where adjustment of general average is made in accordance with the laws and practice of the United States of America

Clause Paramount	38.	Charterers shall procure that all Bills of Lading issued pursuant to this charter shall contain the following: “(1)Subject to sub-clause (2) or (3) hereof, this Bill of Lading shell be governed by, and have  effect subject to, the rules contained in the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25th August 1924 (hereafter the “Hague Rules”) as amended by the Protocol signed at Brussels on 23rd February 1968 (hereafter the “Hague-Visby Rules”). Nothing contained herein shall be deemed to be either a surrender by the carrier of any of his rights or immunities or any increase of any of his responsibilities or liabilities  under the Hague-Visby Rules.” “(2)If there is governing legislation which applies the Hague Rules compulsorily to this Bill of Lading, to the exclusion of the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hague Rules. Nothing therein contained shall be deemed to be either a surrender by the carrier of any of his rights or immunities or an increase of any of his responsibilities or liabilities under the Hague Rules.” (3) If there is governing legislation which applies the United Nations Convention on the Carriage of Goods by Sea 1978 (hereafter the Hamburg Rules) compulsorily to this Bill of Lading, to the  exclusion of the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hamburg Rules. Nothing therein contained shall be deemed to be either a surrender by the carrier of any of his  rights or immunities or an increase of any of his responsibilities or liabilities under the Hamburg Rules.” “(4)If any term of this Bill of Lading is repugnant to theHague-Visby Rules, or Hague Rules, or Hamburg Rules, as applicable, such term shall be void to that extent but no further.” “(5)Nothing in this Bill of Lading shall be construed as in any way restricting, excluding or  waiving the right of any relevant party or person to limit his liability under any available legislation and/or law.”
Insurance/ITOPF	39.	Owners warrant that the vessel is now, and will, throughout the duration of the charter:
		(a)	be owned or demise chartered by a member of the international Tanker Owners Pollution Federation Limited;
		(b)	be properly entered in _____ P&I Clubs; (Owners to confirm P&I Club latest one month prior to  delivery of the vessel)
		(c)	have in place insurance cover for oil pollution for the maximum on offer through the International Group of P&I Clubs but always a minimum of United States Dollars 1,000,000,000 (one thousand million);
		(d)	have in full force and effect Hull and Machinery insurance placed through reputable brokers on institute Time Clauses or equivalent for the value of United States Dollars                as from time to time may be amended with Charterers approval, which shall not be unreasonably withheld. (Owners to advise H+M value latest one month prior to delivery of the vessel)
		Owners will provide, within a reasonable time following a request from Charterers to do so, documented evidence of compliance with the warranties given in this Clause 39.
Export Restrictions	40.	The master shall not be required or bound to sign Bills of Lading for the carriage of cargo to any place to which export of such cargo is prohibited under the laws, rules or regulations of the country in which the cargo was produced and/or shipped. Charterers shall procure that all Bills of Lading issued under this charter shall contain the following clause; “If any laws rules or regulations applied by the government of the country in which the cargo was produced and/or shipped, or any relevant agency thereof, impose a prohibition on export of the cargo to the place of discharge designated in or ordered under .this Bill of Lading, carriers shall be entitled to require cargo owners forthwith to nominate an alternative discharge place for the discharge of the cargo, or such part of it as may be affected, which alternative place shall not be subject to the prohibition, and carriers shall be entitled to accept orders from cargo owners to proceed to and discharge at such alternative place. If cargo owners fail to nominate an alternative place within 72 hours after they or their agents have received from carriers notice of such prohibition, carriers shall be at liberty to discharge the cargo or such part of it as may be affected by the prohibition at any safe place on which they or the master may in their or his absolute discretion decide and which is not subject to the prohibition, and such discharge shall constitute due performance of the contract contained in this Bill of Lading so far as the cargo so discharged is concerned”. The foregoing provision shall apply mutatis mutandis to this charter, the references to a Bill of Lading being deemed to be references to this charter.
Business Principles	41.	Owners will co-operate with Charterers to ensure that the Business Principles, as amended from time to time, of the Royal Dutch/Shell Group of Companies, which are posted on the Shell Worldwide Web (www.Shell.com), are complied with.
Drugs and Alcohol	42.	(a) Owners warrant that they have in force an active policy covering the vessel which meets or exceeds the standards set out in the “Guidelines for the Control of Drugs and Alcohol On Board Ship” as published by the Oil Companies International Marine Forum (OCIMF) dated

		January 1990 (or any subsequent modification, version, or variation of these guidelines) and that this policy will remain in force throughout the charter period, and Owners will exercise due diligence to ensure the policy is complied with. (b) Owners warrant that the current policy concerning drugs and alcohol on board is acceptable to ExxonMobil and will remain so throughout the charter period.
Oil Major Acceptability	43.	If, at any time during the charter period, the vessel becomes unacceptable to any Oil Major, Charterers shall have the right to terminate the charter.  See Additional Clause 21 – SIRE/CDI Inspection/Approvals
Pollution and Emergency Response	44.	Owners are to advise Charterers of organisational details and names of Owners personnel together with their relevant telephone/facsimile/e-mail/telex numbers, including the names and contact details of Qualified individuals for OPA 90 response, who may be contacted on a 24 hour basis in the event of oil spills or emergencies.
ISPS Code/US MTSA 2002	45.	(a)	(i)	From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) and the US Maritime Transportation Security Act 2002 (MTSA) in relation to the Vessel and thereafter during the currency of this charter, Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) and the owner(as defined by the MTSA) shall comply with the requirements of the ISPS Code relating to the Vessel and "the Company" and the requirements of MTSA relating to the vessel and the owner. Upon request Owners shall provide documentary evidence of compliance with this Clause 45(a) (1).
			(ii)	Except as otherwise provided in this charter, loss, damage, expense or delay, caused by ‘failure on the part of Owners or “the Company/owner to comply with the  requirements of the ISPS Code/MTSA or this Clause shall he for Owners’ account.
		(b)	(i)	Charterers shall provide Owners/Master with their full style contact details and shall  ensure that the contact details of all sub-charterers are likewise provided to Owners/Master. Furthermore, Charterers shall ensure that all sub-charter parties they  enter into during the period of this charter contain the following provision: “The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the charter party, shall ensure that the  contact details of all sub-charterers are likewise provided to the Owners”.
			(ii)	Except as otherwise provided in this charter, loss, damage, expense or delay, caused by failure on the part of Charterers to comply with this sub-Clause 45(b) shall be for Charterers’ account.
		(c)	Notwithstanding anything else contained in this charter costs or expenses related to security regulations or measures required by the port facility or any relevant authority in accordance with the 1SPS Code/MTSA including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for Charterers’ account, unless such costs or expenses result solely from Owners’ negligence in which case such costs or expenses shall be for Owners account. All measures required by Owners to comply with the security plan required by the ISPS Code/MTSA shall be for Owners’ account.
		(d)	Notwithstanding any other provision of this charter, the vessel shalt not be off-hire where there is a loss of time caused by Charterers failure to comply with the ISPS Code/MTSA(when in force ).
		(e)	If either party makes any payment which is for the other party’s account according to this Clause, the other party shall indemnify the paying party.
Law and Litigation	46.	(a)	This charter shall be construed and the relations between the parties determined in accordance with the laws of England.
		(b)	All disputes arising out of this charter shall be referred to Arbitration in London in accordance with the Arbitration Act 1996 (or any re-enactment or modification thereof for the time being in force) subject to the following appointment procedure:
			(i)	The parties shall jointly appoint a sole arbitrator not later than 28 days after service of a request in writing by either party to do so.
			(ii)	If the parties are unable or unwilling to agree the appointment of a sole arbitrator in accordance with (i) then each party shall appoint one arbitrator, in any event not later than 14 days after receipt of a further request in writing by either party to do so. The two arbitrators so appointed shall appoint a third arbitrator before any substantive hearing or forthwith if they cannot agree on a matter relating to the arbitration.
			(iii)	If a party fails to appoint an arbitrator within the time specified in (ii) (the Party in Default), the party who has duly appointed his arbitrator shall give notice in writing to the Party in Default that he proposes to appoint his arbitrator to act as sole arbitrator.
			(iv)	If the Party in Default does not within 7 days of the notice given pursuant to (iii) make The required appointment arid notify the other party that he has done so the other party may appoint his arbitrator as sole arbitrator whose award shall be binding on both parties as if he had been so appointed by agreement.
			(v)	Any Award of the arbitrator(s) shall be final and binding and not subject to appeal.

			(vi)	For the purposes of this clause 46(b)any requests or notices in writing shall be sent by fax, e-mail or telex and shell be deemed received on the day of transmission.
		(c)	It shall be a condition precedent to the right of any party to a stay of any legal proceedings in which maritime property has been, or may be, arrested in connection with a dispute under this charter, that that party furnishes to the other party security to which that other party would have been entitled in such legal proceedings in the absence of a stay.
Confidentiality	47.	All terms and conditions of this charter arrangement shall be kept private and confidential save to the extent either party is obliged to disclose the terms of this charter arrangement by a court of competent jurisdiction, government department or agency thereof or any regulatory body having jurisdiction. In addition, either party is entitled to disclose the terms of this charter (including the outcome of any arbitration proceedings relating thereto) to its professional advisers as well as to the Owner’s guarantor.
Construction	48.	The side headings have been included in this charter for convenience of reference and shall in no way affect the construction hereof.
		Appendix A:		OCIMF Vessel Particulars Questionaire Gas Form C and Q88 for the vessel, as attached, shall be incorporated herein. (Owners to provide when produced)
		Appendix B:		Shell Safety and Environmental Monthly Reporting Template, as attached, shall be incorporated herein.
		Appendix C:		Deed of Quiet Enjoyment, as attached, shall be incorporated herein.
		Appendix D:		Shipbuilding Contract and Technical Specifications for Hull No. S882, between VLGC BETA Owning Ltd. and Hyundai Samho Heavy Industries Co. Ltd, dated 10th September 2015, with commercial terms blacked out of Shipbuilding Contract, shall be deemed incorporated herein and shall be made available by Owner upon request.
		Appendix E:		Guarantee of TCP obligations, as attached, shall be incorporated herein.
Additional Clauses:		As attached, Additional Clauses 1-47 shall be incorporated herein.

SIGNED FOR OWNERS /s/ Nicolas Tirogalas	SIGNED FOR CHARTERERS /s/ Stephen Thomas Forsyth
FULL NAME NICOLAS TIROGALAS	FULL NAME  STEPHEN THOMAS FORSYTH
POSITION  Attorney-in-fact	POSITION  Regionals Team Leader

Appendix B

SHELLTIME4

Shall Safety and Environmental Monthly Reporting Template	Return to: Shell Trading HSE & Shipping Standards Charterers marked for the attention of:OTS/43
	Fax:	+44(0)20 7934 7472
	Phone:	+44(0)20 7934 8079
	Emails:  STASCOHSEData@shell.com

Time Chartered Vessel Name

Management Company

Month

OIL SPILLS INCIDENTS

(Any amount entering the water) Approximate volume in barrels and brief details

ANY OTHER INCIDENTS

resulting in or having potential for injury,

damage or loss

FOR DEFINITIONS OF INCIDENT CLASSIFICATION AND EXPOSURE HOURS PLEASE SEE OIL COMPANIES INTERNATIONAL MARINE FORUM (OCIMF) BOOKLET ·”Marine Injury Reporting Guidelines” (February 1997) or any subsequent version, amendment, or variation to them

A. No. Of Crew:

B. Days in month /period:

EXPOSURE HOURS (A x B x 24):

LOST TIME INJURIES (LTI’S) Including brief details/any treatments

TOTAL RECORDABLE CASE INJURIES (TRC’S) including brief details/any treatments

PLEASE CONFIRM YOUR RETURN CONTACT DETAILS:

Name:

Phone:

Fax:

Email:

Return for each calendar month - by 10th of following month.

Appendix B

SHELLTIME4

Shall Safety and Environmental Monthly Reporting Template	Return to:  Shell Trading HSE & Shipping Standards Charterers markedfor the attention of:OTS/43
	Fax: +44(0)20 7934 7472
	Phone: +44(0)20 7934 8079
	Emails:  STASCOHSEData@shell.com

Time Chartered Vessel Name

Management Company

Month

Notes:	Please enter zero i.e. “0” where any amount is nil (rather than entering “NiI· or N/A”)
	Please do not enter a % sign in the entry boxes for Fuel Sulphur content i.e. if it is 3% then just enter “3”.
	Cargo loaded for LNG vessels should also be reported as tonnes and not as m3.
	If not possible to measure your refrigerants accurately by weighing, please use best estimate

Monthly Consumption - Fuel Oil mt

Sulphur content of Fuel Oil (percentage weight)

Monthly Consumption - Diesel and/or Gas Oil mt

Monthly Consumption (LNG ships only)- Fuel Gases mt

Monthly Distance Steamed

Monthly Cargo Loaded - mt

Halon Release - (ltrs)

Refrigerant Gas - Type

Refrigerant Gas - ROB carried fwd from end last month (kgs)

Refrigerant Gas - Received (kgs)

Refrigerant Gas Consumption - (kgs)

Refrigerant Gas- ROB end of this month (kgs)

Garbage Disposal m3 - At Sea

Garbage Disposal m3 - Incinerated on Board

Garbage Disposal m3 - Sant Ashore

OIL SPILL INCIDENTS

(Other than those entering the water)

Approx. volume & brief details

Return for each calendar month - by 10th of following month

DATED2015

[NAME OF OWNER]

-and-

[NAME OF CHARTERER]

-and-

[NAME OF BANK]

DEED OF QUIET ENJOYMENTm.v. “[                    ]”

DEED OF QUIET ENJOYMENT

Dated:                           2015

BETWEEN:-

(1) [NAME OF OWNER], a company incorporated according to the law of [                     ] whose [registered office] [principal place of business] is at [                                      ] (“the Owner”); and

(2) [NAME OF CHARTERER], a company incorporated according to the law of [            ] whose [registered office] [principal place of business] is at [                                       ] (“the Charterer”); and

(3) [NAME OF· BANK] acting through its office at [[                                       ] ("the Bank").

WHEREAS :-

(A) The Owner is the sole registered owner of the [            ]¹ flag vessel “[            ]” ("the Vessel").

(B) By a [time charterparty dated [                     ]  made between the Owner and the Charterer (the “Charter”)the Owner has agreed to let and the Charterer has agreed to charter the Vessel on the terms and conditions contained therein.

(C) The Bank has agreed to lend to the Owner an amount not exceeding [                     ]  Dollars ($[                ]) (“the Loan”) on the terms and subject to the conditions set out in a Loan Agreement dated                          20[  ] made between the Owner and the Bank (“the Loan Agreement”).

(D) Pursuant to the Loan Agreement, and as a condition precedent to the obligation of the Bank to make the Loan available to the Owner, the Owner has executed and delivered in favour of the Bank a [first preferred mortgage (the “Mortgage”)][first priority statutory mortgage] on the Vessel [together with a collateral Deed of Covenants (together“the Mortgage”)], [which bears the same date as this Deed] [dated [                   ].

¹     Insert country of vessel’s registration.

(D) Pursuant to clause [         ] of the Charter the Owner has agreed to procure that the Bank enter into this Deed for the purpose of granting to the Charterer the right of quiet enjoyment in relation to the Vessel contemplated by clause [       ] of the Charter.

THIS DEED WITNESSES as follows:-

1.Definitions and Interpretation

1.1 In this Deed:-

“the Charter” means the charterparty referred to in Recital (B);

“the Charter Period” means the period commencing on the date of the Charter and ending on the date when the Vessel is no longer in the service of the Charterer pursuant to the Charter (whether or not off hire);

“Event of Default” shall have meaning given to it in the Loan Agreement;

“Indebtedness” means the Loan, interest thereon and all other sums due and payable by the Owner to the Bank under the Loan Agreement and the Security Documents. as defined therein;

“Security Documents” means [insert definition from Loan Agreement, with appropriate amendments if necessary];

1.2 Interpretation

In this Deed:-

(a) words denoting the plural number include the singular and vice versa;

(b) words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;

(c) references to Recitals, Clauses and the Appendix are references to recitals and clauses of, and the appendix to, this Deed;

(d) references to this Deed include the Recitals and the Appendix;

(e) the headings and contents page(s) are for the purpose of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Deed;

(f) references to any document (including. without limitation, to the Loan Agreement and the Charter) are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;

(g) references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted;

(h) references to the Charterer include its successors, transferees and assignees; and

(i) references to times of day are to London time.

2     Representations and Warranties

Each of the parties to this Deed represents and warrants to the others that:-

2.1 it is a body corporate, duly constituted and existing and (where applicable) in good standing under the law of its country of incorporation, with perpetual corporate existence and the power to sue and be sued, to own its assets and to carry on its business;

2.2 it is not insolvent or in liquidation or administration or subject to any other insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of it or of all or any part of its assets;

2.3 this Deed when duly executed and delivered will constitute its legal, valid and binding obligations enforceable in accordance with its terms; and

2.4 the execution, delivery and performance of this Deed will not contravene any contractual restriction or any law binding on it.

3 Acknowledgement

The Charterer by its execution of this Deed acknowledges (i) that it is aware that the Vessel is mortgaged to the Bank pursuant to the Mortgage; and (ii) notice of assignment to the Bank of the Owner’s benefits under the Charter. Until the Bank gives written notice to the Charterer otherwise, subject to any express provision of this Deed to the contrary, the Charterer shall be entitled to deal with the Owner in relation to all matters arising under the Charter as if the Security Documents had not been entered into. For avoidance of doubt, the Charterer is not a party to and is not bound by the provisions of any Security Document other than this Deed, as the Owner and the Bank hereby acknowledge.

4.Quiet Enjoyment

4.1 In consideration of the covenants on the part of the Charterer contained in this Deed, the Bank irrevocably and unconditionally undertakes that, irrespective of any breach or default by the Owner, or any insolvency of the Owner, or any other circumstance which might otherwise allow the Bank or anyone claiming under or through the Bank to arrest or take possession or control of the Vessel, neither the Bank nor anyone claiming under or through the Bank shall:-

(a) interfere with or otherwise disturb in any way the Charterer’s quiet, peaceful and continuing use, possession and employment of the Vessel under the Charter; nor

(b) do or cause to be done any act which might deprive the Charterer of the full, quiet and unfettered use, possession and employment of the Vessel under the Charter; nor

(c) do or cause to be done any act which might otherwise adversely affect the Charterer’s rights including all terms and conditions under the Charter; nor

(d) without limitation, take any steps to wind up, liquidate or place in administration or receivership the Owner or commence or continue any analogous proceedings in any jurisdiction in respect of the Owner.

4.2 The Bank further undertakes not to exercise any rights it may have against the Vessel or in connection with the Charter if an Event of Default occurs except as provided by Clause 4.3.

4.3 Upon the occurrence of an Event of Default, the Bank shall promptly notify the Charterer in writing that an Event of Default has occurred which, but for Clause 4.1, would entitle the Bank to take possession of and/or to sell the Vessel and/or to exercise any right of foreclosure pursuant to the Mortgage. For a period of thirty (30) days after service of such notice by the Bank, the Bank and the Charterer will consult on the identity of a new owner and the Charterer will, at the request and expense of the Bank, co-operate with the Bank in order to effect a transfer of ownership of the Vessel to a company nominated by the Bank and acceptable to the Charterer in its absolute discretion provided that:-

(a) the new owner and the Bank enter into Deed of Quiet Enjoyment with the Charterer in materially identical terms to this Deed; and

(b) the new owner assumes all the rights and obligations of the Owner under the Charter.

5 Covenants

The Charterer covenants with the Bank:-

(a) that it will not cancel, rescind, terminate or repudiate the Charter or request withdrawal of the Vessel from service under the Charter, without giving the Bank prior written notice and a period of at least 10 days to remedy any breach entitling the Charterer to cancel, rescind, terminate or repudiate the Charter, it being understood and agreed that this Clause shall not apply to any termination of the Charter that shall occur by operation of law without action by either the Owner or the Charterer; and

(b) that it will not without the prior written consent of the Bank (which consent shall not be unreasonably withheld or delayed) agree to any material amendment to or variation of the Charter.

6 Notices

Every notice, request, demand or other communication under this Deed shall:-

(a) be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimiletransmission;

(b) be deemed to have been received, subject as otherwise provided in this Deed, in the case of a letter, when delivered personally or three (3) days after it has been put in the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form at the time of despatch provided that if the date of despatch is not a business day in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day; and be sent;

if to be sent to the Owner, to it at
[
		]
Fax:	[	]
Attention:	[	]

if to be sent to the Charterer, to it at
[
		]
Fax:	[	]
Attention:	[	]

if to be sent to the Bank, to it at
[
		]
Fax:	[	]
Attention:	[	]

or to such other address or numbers as is notified by one party to the other party under this Deed.

7Law and Jurisdiction

7.1 This Deed and any Dispute arising out of or in connection with it or its subject matter or formation, including without limitation non-contractual disputes or claims,. will be exclusively governed by, and construed in accordance with, the laws of England and Wales excluding conflict of law rules and choice of law principles that would deem otherwise. Except insofar as otherwise specifically stated in this Deed, each of the Bank, the Owner and the Charterer retains all rights and remedies, both under the Deed and at law, which it may have against the others.

7.2 Any dispute, controversy or claim arising out of or in connection with this Deed or its subject matter or formation, whether in tort, contract, under statute or. otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual claim (a “Dispute”), shall be finally and exclusively resolved by arbitration under the arbitration rules of the LCIA (the “Rules”), which Rules are deemed to be incorporated by reference into this Deed.

7.3 The arbitral tribunal (the "Tribunal") shall consist of three arbitrators, to be appointed in accordance with the Rules.

7.4 The seat of the arbitration shall be London, England.

7.5 The language of the arbitration shall be English.

7.6 The appointing authority shall be the London Court of International Arbitration (the "LCIA")].

7.7 Any award rendered by the Tribunal shall be made in writing and shall be final and binding on the parties. The parties undertake to carry out the award without delay.

7.8 All aspects of the arbitration shall be confidential. Save to the extent required by law or pursuant to any proceedings to enforce or challenge an award, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person

by either party or its counsel, agents, corporate parents, affiliates or subsidiaries without the prior written consent of the other parties.

8 Miscellaneous

8.1 In the event of there being any conflict between the Charter and this Deed, the Charter shall prevail.

8.2 This Deed may be executed in any number of counterparts each of which shall be original but which shall together constitute the same instrument.

8.3 No variation or amendment of this Deed shall be valid unless in writing and signed on behalf of the Owner, the Charterer and the Bank.

8.4 The provisions of this Deed (other than those contained in this Clause 7.4) shall have no effect until this Deed has been dated.

8.5 Notwithstanding the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of this Deed is enforceable by a person who is not a party to it.

IN WITNESS of which this Deed has been duly executed and delivered the day and year first before written.

SIGNED and DELIVERED	)
as a deed by	)
the duly authorised	)
attorney for and on behalf of	)
[NAME OF OWNER]	)
in the presence of:-	)

SIGNED and DELIVERED	)
as a deed by	) Stephen Thomas Forsyth
the duly authorised	) Regional Team Leader
attorney for and on behalf of	) /s/ Stephen Thomas Forsyth
[NAME OF CHARTERER]	)
in the presence of:-	) Ricky Botley
	) /s/ Ricky Botley

SIGNED and DELIVERED	)
as a deed by	)
the duly authorised	)
attorney for and on behalf of	)
[NAME OF BANK]	)
in the presence of:-	)

Shell International Trading and Shipping Company Limited

80 Strand

London WC2R 0ZA

United Kingdom

Dear Sirs,

Re: Affiliate Company Guarantee for Time Charter for Hull no. S882 dated 15^th September 2015 (the “Guarantee”)

We refer to the Time Charter dated 15^th September 2015 entered into between our affiliated company VLGC Beta Owning Ltd. (the “Owners”) and Shell International Trading and Shipping Company Limited (“Charterers’’) (the “Time Charter’’).

References in this Guarantee to the Charter shall mean the Time Charter and entered into between the Owners and Charterers or any of them and shall extend to include the same as may be varied, supplemented, renewed or replaced from time to time. References in this Guarantee to “you”shall mean Charterers.

1. In consideration of your entering into the Charter and for other good and valuable consideration the receipt and the sufficiency of which we hereby acknowledge, we hereby irrevocably and unconditionally, subject as provided in this Guarantee:

(a) Guarantee (as primary obligor and not merely as surety) to you:

(i) the due and punctual performance and observance by the Owners of all the terms and conditions of the Charter and of all their obligations under or pursuant to the Charter; and

ii) the payment and discharge of all monies whatsoever which may from time to time fall due to be paid by the Owners under or pursuant to the Charter (including, without limitation, any amount due and payable by way of damages for breach of any of the terms and conditions of the Charter).

and

(b) undertake that:

(i) if and whenever the Owners default in the due and punctual performance of any of its obligations under the Charter, we shall on your demand, cause the performance of such obligations; and

(ii) if and whenever the Owners fail to pay on the due date any sum whatsoever due and payable under or pursuant to the Charter we shall pay such sum on demand by you in the currency that it falls due under the Charter.

1

2. As a separate and independent stipulation we, as primary obligor and not as surety only, hereby irrevocably and unconditionally agree to indemnify you on demand and keep you indemnified against all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by you:

(a) as a result of any breach or non performance of, or non-compliance by the Owners with, the Owners’ obligations under or pursuant to the Charter; or

(b) as a result of any such obligations being or becoming void, voidable or unenforceable, whether by reason of any legal limitation, disability or incapacity on or of the Owners, lack of or exceeding of powers, ineffectiveness of execution or any other fact or circumstance whatsoever whether known to you or us or not, provided however, that that our liability under this paragraph 2(b) shall not exceed the amount for which the Owners would have been liable to you had the Owners’ obligations not been or become void, voidable or unenforceable

3. This Guarantee:

(a) shall be;

(i) a continuing security for the performance by the Owners of all their obligations, actual or contingent, under the Charter and the payment in accordance with and subject to the provisions of this Guarantee of all monies and liabilities whatsoever from time to time owing (whether actually or contingently) by the Owners to you under the Charter;

(ii) shall remain in effect until all such obligations have been discharged in full; and

(iii) shall not be satisfied by any partial performance of such obligations;

(b) shall be in addition to, and shall not be prejudiced or affected by, any other security for the obligations of the Owners which may be from time to time held by you;

(c) shall not be reduced, discharged or otherwise prejudiced by:

(i) any extension of time, renewal, settlement, compromise, waiver or release under or in relation to the Charter;

(ii) any variation, release, exchange, failure to perfect or invalidity of any right or security for any of the Owners’ obligations and liabilities under or in relation to the Charter;

(iii) any variation, release, exchange, failure to perfect or invalidity of any right or security for any of the Owners’ obligations and liabilities under or in relation to the Charter;

2

(iv) any invalidity or unenforceability of the Owners' obligations and liabilities under the Charter caused by illegality due to change in law or Owners’ failure to comply with its company constitution or law of the place of its incorporation; or

(v) any insolvency. winding up, or other proceedings for protection from its creditors and any change in the constitution, control, ownership, name or style of the Owners.

4. We hereby irrevocably waive any rights to which we may be entitled as surety or which may otherwise be inconsistent with our obligations under this Guarantee, including. without limitation, any right to require that you first enforce any other security held by you or claim payment from the Owners or any other person, before making any claim under this Guarantee.

5. Notwithstanding the provisions hereinabove, in the event that within fourteen (14) days from the date of your demand referred to above, we receive notification from you or the Owners accompanied by written confirmation to the effect that your claim for payment under the Charter has been disputed and referred to arbitration in accordance with the provisions of the Charter, we shall under this Guarantee, pay to you the sum adjudged to be due to you by the Owners pursuant to the award made under such arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award.

6. We agree that you may set off against any amount due and payable by you to us any amount due and payable by us under or in connection with this Guarantee.

Until the guaranteed obligations have been unconditionally discharged in full, we shall not exercise or take any right or security against or from the Owners under or in connection with the guaranteed obligations. We declare that all our rights and assets received or held by us as a result of or in connection with any such right or security are to be held on trust for you for application in or towards the discharge of our liabilities under this Guarantee.

We shall not direct the appropriation of any moneys paid to you under this Guarantee and you may place any such moneys to the credit of a suspense account to enable you to prove for each payment now or at any time owing or payable by the Owners under or in connection with the Charter.

7. Any release, settlement or discharge granted to us in relation to any of the guarantee obligations shall be conditional on no right, security, disposition or payment to you by the Owners or any other person being avoided, set aside or ordered to be refunded for any reason. If any such right, security, disposition or payment is so avoided, set aside or ordered to be refunded you may enforce this Guarantee as if such release, settlement or discharge had not occurred and such right, security, disposition or payment had not been made.

8. Cardiff LNG Ships Ltd. is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power to execute, deliver and perform this Guarantee.

3

The execution, delivery and performance of this Guarantee has been and remains duly authorized by all necessary corporate action and does not contravene any provision of law or our constitutional documents or any contractual restriction binding on us or our assets.

This Guarantee constitutes the legal, valid and binding obligation of Cardiff LNG Ships Ltd. enforceable against us in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles.

9. We agree that all amounts payable under this Guarantee shall be paid without set off or counterclaim and free and clear of any deduction or withholding whatsoever, save only as may be required by law to which the Guarantor is subject. If any deduction or withholding is required by law to be made from any payment under this Guarantee the amount of the payment to be made by the Guarantor shall be increased so that you receive and are entitled to retain a net sum equal to that which you would have been entitled to receive and retain had no such deduction or withholding been required or made.

10. We shall pay to you on demand:

11. interest to accrue daily at the rate of LIBOR plus three per cent, per annum (payable after as well as before judgement) on all sums due and payable and unpaid in relation to the guaranteed obligations, This Guarantee shall enure for the benefit of you and your respective successors and assigns, including, without limitation, any other party to whom the Charter or any part thereof may be transferred in accordance with its terms.

12. Every notice, request, demand or other communication under this Guarantee shall:

(a) be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or email;

(b) be deemed to have been received, subject as otherwise provided in this Guarantee, in the case of a letter, when delivered personally or seven (7) days after it has been put in the post and, in the case of a facsimile transmission at the time of transmission and in the case of e-mail, only when actually received in readable form provided that in all cases if the date of deemed receipt is not a business day in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day; and

(c) be sent:

(i)if to be sent to us:

Cardiff LNG Ships Ltd.

c/o TMS Cardiff Gas Ltd.

Athens Shipmanagement Office

80 Kifissias Avenue

15125Amaroussion

Greece

4

Fax: +30 210 80 90 405

Email: gkourelis@tms-cardiffgas.com

Attention: George Kourelis

(ii)if to be sent to Charterers:

Shell International Trading and Shipping Company Limited

Fax:+44 207 546 7714

Email: d.slimmon@shell.com

Attention: Debbie Slimmon

or to such other address as is notified by one party to the other party under this Guarantee.

13. A person who is not a party to this Guarantee may not enforce, or otherwise have the benefit of, any provision of this Guarantee under the Contracts (Rights of Third Parties) Act 1999 and, without limitation, no consent of any such person shall be required for the rescission or amendment of this Guarantee, but this does not affect any right or remedy of a third party which exists or is available apart from that Act,

14.

(a) The terms of this Guarantee and any Dispute arising out of or in connection with it or its subject matter or formation, including without limitation non contractual disputes or claims, will be exclusively governed by, and construed in accordance with, the laws of England and Wales excluding conflict of law rules and choice of law principles that would deem otherwise. Except insofar as otherwise specifically stated in this Guarantee, each party retains all rights and remedies, both under the Guarantee and at law, which it may have against the other.

(b) Any dispute, controversy or claim arising out of or in connection with this Guarantee or its subject matter or formation, whether in tort, contract, under statute or otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual claim (a "Dispute"), shall be finally and exclusively resolved by arbitration under the arbitration rules of the LCIA (the "Rules"), which Rules are deemed to be incorporated. by reference into this Guarantee.

(c) The arbitral tribunal (the “Tribunal”) shall consist of three arbitrators, to be appointed in accordance with the Rules.

(d) The seat of the arbitration shall be London, England.

(e) The language of the arbitration shall be English.

(f) The appointing authority shall be the London Court of International Arbitration (the “LCIA”).

5

(g) Any award rendered by the Tribunal shall be made in writing and shall be final and binding on the parties. The parties undertake to carry out the award without delay.

(h) All aspects of the arbitration shall be confidential. Save to the extent required by law or pursuant to any proceedings to enforce or challenge an award, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person by either party or its counsel, agents, corporate parents, affiliates or subsidiaries without the prior written consent of the other parityThe parties shall jointly appoint a sole arbitrator not later than 28 days after service of a request in writing by either party to do so.

(i) It shall be a condition precedent to the right of any party to a stay of any legal proceedings in which maritime property has been, or may be, arrested in connection with a dispute under this Guarantee, that that party furnishes to the other party security to which that other party would have been entitled in such legal proceedings in the absence of a stay.

EXECUTED as a Deed

By: By:

[please add name(s) and title(s) of authorised signatory(ies)]

For and on behalf of Cardiff LNG Ships Ltd

being a person/persons acting under the authority of Cardiff LNG Ships Ltd.

under the laws of the Republic of the Marshall Islands.

6

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

1.  Bunker Emissions

i.(a) Should Charterers trade the Vessel into a SOx Emission Control Area (“SECA”) as defined in Annex VI of the International Convention for the Prevention of Pollution from Ships (“MARPOL”), or into a Member State of the EU following the entry into force of EU Directive 2005/33/EC of 6th July 2005 (the “Directive”), then the Charterers shall supply fuels: (i) of such specifications and grades that will comply with the maximum sulphur content requirements of the SECA or Directive as applicable, except that in the case of the Directive the Charterers shall only be obliged to supply compliant gasoil; and in the case of the SECA (ii) from bunker suppliers who comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect of sampling and the provision of bunker delivery notes.

(b) Owners warrant, in the event the vessel trades in a SECA, or into a Member State of the EU following the entry into force of the Directive, that the Vessel: (i) complies with Regulation 14 and 18 of MARPOL Annex VI and with the requirements of the SECA or the Directive as applicable; (ii) is able to consume fuels of the required sulphur content when ordered by the Charterers to trade within the SECA or in a Member State of the EU in which the Directive applies; and (iii) will provide segregated storage for this fuel. Subject to having supplied the Vessel with fuels in accordance with this clause, the Charterers shall not be liable for any loss, delay, fines, costs or expenses arising or resulting from the Vessel’s non-compliance with Regulations 14 and 18 of MARPOL Annex VI or the Directive.

2.  Marine Letter of Indemnity

Further to this charter the vessel may be required to carry out other such cargo operations as Charterers may reasonably require, including but not limited to one or more of the following and always provided that the vessel is capable of such operations.

i) to commingle different grades of cargo providing such grades fall within the cargo description set out in this charter,

ii) to breach vessel’s natural segregation,

iii) to dope the cargo with additive supplied by Charterers (see Additional Clause 36 - Cargo Stenching)

*These operations shall be carried out or supervised by an inspector appointed by the Charterers.

Upon receipt of Charterers’ written instructions in respect of the foregoing a Letter of Indemnity in the following form will be deemed to have been provided by Charterers.

In consideration of Owners complying with Charterers’ above request, Charterers hereby agree as follows:

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

1. To indemnify Owners, Owners servants and agents and to hold all of them harmless in respect of any liability, loss, damage or expense of whatsoever nature and which they may sustain in connection with complying with Charterers’ request including loss or damage caused by an inspector appointed by Charterers, except to the extent that such liability, loss, damage or expense could have been avoided by the exercise of due diligence by Owners.

2. In the event of any proceedings being commenced against Owners or any of Owner’s servants or agents in connection with complying with Charterers request as aforesaid, to provide them on demand with sufficient funds to defend the same, provided however that Charterers shall be consulted in the preparation of defence of any such proceedings.

3. If in connection with complying with Charterers’ request as aforesaid, the ship, or any other ship or property in the same or associated ownership, management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such ship or property or to remove such interference and to indemnify Owners in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such interference, whether or not such arrest or detention or threatened arrest or detention or such interference may be justified subject to Charterers’ involvement in any negotiations in the provision of such bail or security.

4. The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon Owners proceeding first against any person, whether or not such person is party to or liable under this indemnity.

5. This indemnity shall be limited in value to 200% of the CIF value of the total cargo onboard and shall terminate at 24.00 hours on the day 36 calendar months after the date of discharge unless before that time Charterers have received from Owners written notice of a claim pursuant to this indemnity.

6. This indemnity shall be governed by and construed in accordance with English law and each and any dispute arising out of or in connection with this indemnity shall be subject to the jurisdiction of the High Court of Justice of England.

3.  Piracy

Sub-Clause (1):

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

If the vessel proceeds to or through an area in which there is a current risk of piracy, verified by a competent international authority, Owners will at all times adhere to the latest version of Best Management Practices (including with respect to routing) (“BMP”), and Owners shall be entitled:

(a) to take reasonable preventative measures to protect the vessel, her crew and cargo by proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course;

(b) to follow any orders given by the flag state, any governmental or supra governmental organization; and

(c) where there is an actual, imminent act of piracy, and only after giving Charterers reasonable advance notice, to take a safe and reasonable alternative route in place of the normal, direct or intended route to the next port of call, provided that such alternative route does not, in the case of the Gulf of Aden, physically extend beyond the transit of the Gulf of Aden in which case Owners shall give Charterers reasonable advance notice of the alternative route, an estimate of time and bunker consumption and a revised estimated time of arrival.

Sub-Clause (2):

Subject to sub-Clause (5) below, Charterers shall pay Owners’ reasonable, documented costs and expenses in respect of any additional hull and machinery, or, if applicable, war risks and other directly relevant insurance premiums, and/or additional, reasonable and contractual, crew costs arising out of actual or threatened acts of piracy or any preventive or other measures taken by Owners pursuant to Sub-Clause l(a) of this Clause.

Sub-Clause (3):

The vessel shall remain on-hire for any time lost taking the measures referred to in Sub-Clause 1 of this Clause.

Sub-Clause (4):

Where, notwithstanding the taking of any of the measures referred to in sub-Clause 1 above, and unless Charterers can demonstrate that it was caused by a lack of due diligence on Owners’ part, and where Charterers have not exercised the option to require Owners to purchase off-hire insurance pursuant to sub-Clause (5) below, the vessel is captured by pirates, hire shall be payable at 100% of the hire rate for the duration of any such capture.

Sub-Clause (5):

Charterers shall have the option, where the vessel is scheduled to transit the Gulf of Aden, or other areas of known piracy risk, to require Owners to either:

(a)extend existing war risk insurance; or

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

(b)purchase off-hire insurance, which in either case will cover loss of hire, the cost of which shall be reimbursed by Charterers, provided always that:

(i)Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of any claims by Owners under the foregoing insurances arising out of compliance with Charterers’ orders;

(ii)the terms of cover and cost have been disclosed to, and agreed by, Charterers prior to the purchase of such insurance; and

(iii)that following the exercise of such option, the vessel shall go off-hire for any time lost as a result of a capture by pirates. The vessel shall return on-hire in case the off-hire insurance expires and the vessel is still captured.

Sub-Clause (6):

The safety and protection of crew and vessel is Owners’ obligation and it is for Owners to determine the level of threat and the measures considered appropriate to discharge that obligation. If Owners deploy government-supplied Military Armed Guards or Private Armed Guards, then it is an express condition of this charter that Owners will, on a voyage-by-voyage basis:

(a)give Charterers advance notice of such intended deployment as soon as reasonably practicable but not less than five (5) days’ notice prior to such deployment and throughout such voyage, Owners will adhere to the response submitted in the Vessel Security Questionnaire;

(b)confirm in advance of deployment that such deployment has been notified to Owners’ P&I and War Risks underwriters without objection (with evidence, satisfactory to Charterers, of Owners’ exchanges with underwriters);

(c)ensure in advance of, and throughout, any deployment that such deployment complies with all flag state requirements, laws of the flag state, and any other applicable laws; and

(d)continue to adhere to the latest BMP.

Sub-Clause (7):

All reasonable costs and expenses directly associated with the deployment of government--supplied Military Armed Guards and/or Private Armed Guards and/or unarmed guards shall be 100 percent Charterers cost, subject always to Owners supplying documentary evidence of such total costs. Owners will indemnify and hold Charterers harmless against all claims, liabilities, costs and expenses of whatsoever nature which arise directly in connection with the deployment of government-suppled Military Armed Guards and/or Private Armed Guards and/or unarmed Guards.

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

4.  EU Advance Cargo Declaration

(a) If the Vessel loads cargo in any EU port or place destined for a port or place outside the EU or loads cargo outside the EU destined for an EU port or place, the Charterers shall comply with the current EU Advance Cargo Declaration Regulations (the Security Amendment to the Community Customs Code, Regulations 648/2005; 1875/2006; and 312/2009) or any subsequent amendments thereto and shall undertake the role of carrier, strictly for the purposes of such regulations only, and in their own name, time and expense shall:

(i) have in place an EORI number (Economic Operator Registration and Identification);

(ii) provide the Owners with a timely confirmation of (i) above as appropriate; and

(iii) submit an ENS (Entry Summary Declaration) cargo declaration electronically to the EU Member States’ Customs and provide the Owners at the same time with a copy thereof, provided always that where Owners’ co-operation is requested, it shall not be unreasonably withheld.

(b) Provided Owners are not at fault the Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage and/or any expenses, fines, penalties and all other claims, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a).Should such failure be the sole cause of any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.

(c) The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the EU Advance Cargo Declaration Regulations shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

5.  Anti-Bribery & Corruption

Owners and Charterers (either directly or through any of their affiliates’, directors, officers, employees, masters, crew members, agents, managers, representatives or parties acting for or on behalf of them or their affiliates) shall:

a)  comply with the applicable laws, rules, regulations, decrees and/or official government orders, including but not limited to the United Kingdom Bribery Act of 2010 as amended and the United States of America Foreign Corrupt Practices Act of 1977 as amended, or any other applicable Jurisdiction, relating to anti-bribery and anti-money laundering and that they shall each respectively take no action which would subject themselves or the other to fines or penalties under such laws, regulations, rules, decrees or orders (“Relevant Requirements”);

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

b)  not make, offer or authorise, any payment, gift, promise, other advantage or anything of value whether directly or through any other person or entity, to or for the use and benefit of any government official or any person where such payment, gift, promise or other advantage would comprise or amount to a facilitation payment and/or violate the Relevant Requirements;

c)  have and shall maintain in place throughout the term of this Charter its own policies and procedures to ensure compliance with this clause, and will enforce them where appropriate;

d)  promptly report to the other party any request or demand for any payment, gift, promise, other advantage or anything of value received by the first party in connection with the performance of the Charter; and

e)  have the right to audit the other party’s records and reports in relation to this Charter at any time during and within seven (7) years after termination of the Charter. Such records and information shall include at a minimum all invoices for payment submitted by the other party along with complete supporting documentation. The auditing party shall have the right to reproduce and retain copies of any of the aforesaid records or information. If there are anti-trust issues with or a party objects to a direct audit, the auditing party may appoint an independent company who is approved by the audited party (such approval. not to be unreasonably withheld and to be given within 7 days of the request) to conduct the audit and provide the auditing party with its findings on the audited party’s compliance with the Relevant Requirements without disclosing the records or information to the auditing party.

Either Owner or Charterer may terminate the Charter at any time upon written notice to the other, if in their reasonable judgment supported by credible evidence the other is in breach of this clause or such a breach is imminent. The timing of this entitlement (which shall be atthe non-breaching party’s discretion) is either:

(i) with immediate effect at any time prior to commencement of loading; or

(ii) if the laden voyage has not been completed and the cargo discharged, once the laden voyage has been completed and the cargo discharged.

This right shall be without prejudice to any other rights the non-breaching party may have in respect of such breach.

6.  Liquidated Damages

Fifty percent of any liquidated damages received by Owners pursuant to the Shipbuilding Contract will be credited back to Charterers. Sums will be deducted in equal instalments from monthly hire during the first six (6) months of this Charter. The Charterers shall not refuse to accept delivery of the vessel under this charter due to any performance deficiencies if such performance deficiencies

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

fall within the range in relation to which liquidated damages are payable to the Owner under the Shipbuilding Contract,

7.  Appendices

The following attachments form part of this Agreement between the parties. Where there is any conflict between the terms of this ShellTime4 Charter Party and any Appendices, this ShellTime4 Charter Party shall prevail;

[See Clause 48]

8.  Effectiveness of Agreement

The effectiveness of this Charter shall be conditional upon and made expressly subject to;

(i)  the obtaining of the requisite management approval and/or board approval as necessary of Charterers which approval may be withheld or granted (the “Charterers’ Approval” ) in Charterers’ sole and unfettered discretion. Charterers shall inform Owners of the Charterers’ Approval when it ls received.

(ii) Effectiveness of the Shipbuilding Contract. Owners shall inform Charterers of this occurrence.

9.  Cargo

Refrigerated LPG (commercial propane and/or butane and/or “mixtures of propane & butane” ), minimum temperature minus 42 degrees Celsius (to be aligned with the Specifications if different), maximum two grades within vessel’s natural segregation. But, the vessel shall not be required to do mixing operation into vessel’s tank. However, the vessel may be requested to discharge cargoes by mixing operation at vessel’s manifold, which shall be always subject to Master’s discretion. It is understood that the vessel has been designed and constructed to carry the following two (2) kinds of cargo and also any mixture of them as required.

Commercial propane containing up to 2.5 MOL percent of ethane and 1 to 3 MOL percent of butane and higher hydrocarbon. Commercial butane containing up to 2 MOL percent of propane and 1 to 3 MOL percent of pentane and higher hydrocarbon.

The liquid cargoes shall have the following basic design characteristics in respect of temperature and specific gravity.

Boiling point at atmospheric pressure:

Propane minus 46.0 C

Butane minus 5.0 C

Specific gravity of liquid at boiling point:

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

Propane 0.58

Butane 0.61

10.  Tank Condition

The vessel will deliver and redeliver under vapours/heel of last cargo lpg, minimum of one tank propane (propane heel on board not to be less than on delivery), allowing vessel to present fully cooled and ready to load four (4) tanks propane on delivery and re-delivery. Any heel (either propane and or butane) on redelivery above delivery quantity shall be rendered as owners property.

The vessel will deliver with last three cargoes LPG, under vapours and heel LPG ready to load charterers nominated cargo. Charterers to advise intended segregations timely in order to allow vessel to prepare tanks prior opening laycan.

In event vessel is to dry dock in case of emergency or on completion of the time charter, Charterers best endeavors to dispose of heel at last discharge port in line with owners request at best possible market price which shall be refunded to owners as documented.

11.  Hekinan Intake

Owners advise vessels intakeis approximately ____ mts basis _____ mts ifo inventory basis _____ m sw draft.

12.  Freight Taxes

Freight tax, income tax for hire and any other taxes on freight, hire and cargo incurred by Charterers in their use of the vessel under the terms of this Charter shall be borne by the Charterers, if any.

13.  Flag / Ownership

The Owners shall have the right during the charter period to change ownership of the Vessel and/or vessel’s flag and/or Classification Society, provided that they obtain Charterers’ prior approval thereto, which approval shall not be unreasonably withheld. Owners shall issue a Letter of Guarantee in which it shall undertake to perform the Owners’ obligation in the event of such a change of Ownership. Charterer’s prior approval, not to be unreasonably withheld, shall also be required in case of change of ownership of the Vessel with the objective of financial restructuring.

14.  Lighterage Clause

The Charterers have the option to load and discharge cargo by lighterage operations, in such circumstances the Charterers will ensure that adequate fenders and hoses are to be provided to the satisfaction of the Master of the·vessel at the Charterers’ cost and expenses. Such operations will be carried out in conformity with the provisions of the “ICS and OCIMF Ship to Ship Transfer Guide” (Liquefied Gases), but in any case lighterage operations are to be at the discretion of the Master at

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

all times and if the Master at any time considers that the lighterage operations are or become unsafe, then he may discontinue them. Whether or not operations are discontinued, all time will be considered as on-hire. If the owners are obliged to extend their existing insurance policies to cover lighterage operations, the Charterers will reimburse the Owners for additional premium incurred thereby. The Charterers will obtain permission from the proper authorities to perform lighterage and all expenses in this connection will be for the Charterers’ account. The foregoing in no way overrides the Charterers’ obligation to provide a berth where the vessel can safely proceed, lie and depart from always safely afloat.

15.  Oil Pollution Cover

If any additional premium of P and I Club for protecting the Owners (excess U.S. $1.0 Billion) including additional premium of entering to U.S.A. territorial waters, to be for the Charterers’ account.

16.  Oil Pollution Clauses for Calling

The Owners warrant havingat present in force a U.S. $1.0 Billon Oil Pollution Insurance which shall remain in force throughout the charter period.

All OPA costs shall be for Owner’s account. Against receipt of proper documentation from Owner’s, Charterers shall reimburse Owner’s for any additional premium(s) charged by their P and I Club to maintain oil pollution cover while the vessel trades in United States Waters.

17.  Storage / Drifting

In case the vessel was forced to drift/anchor for order by the Charterers over 10 days, the Owners have the right that the vessel carry out trial running with service speed for about 12 hours at suitable area weekly in order to protect the fouling of her bottom.

The time and consumed bunkers and any charges cause by this operation shall be for the Charterers’ account.

Notwithstanding preceding sentences, if the vessel shall be engaged in storage service (including drifting operation) for a period over 15 days, a performance clause stipulated in Clause 24 herein shall not be applied until next dry dock of the vessel or vessel has hull scrub. At any time after storage service but latest at the commencement of a final voyage from discharging port to redelivery port under this charter, the Charterers undertake to carry out hull underwater cleaning of the vessel to satisfaction of the Master and/or the Owners at the Charterers’ time and expenses.

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

18.  Agents

Vessel to be assigned to the Charterer’s agent at loading and discharging ports. The Owners/vessel shall appoint agent for Owners’ husbandry matters and extra costs for same including services required for crew changes, repairs, etc. at loading and discharge ports.

19.  Commission

No address commission to be deducted by Charterers. The Monthly Hire payment shall be payable to Owners. Owners will pay the brokerage commission of 1.25% of Monthly Hire payment directly to each of H. Clarkson & Co Ltd and Cardiff Gas Ltd after receiving the hire payment from Charterers.

20.  Hose Handling Crane

______ kg capacity

21.  SIRE/ CDI Inspection /Approvals

A.  Vessel always to carry a valid ocimf sire inspection less than 5 months plus minus 15 days and to be approvable by minimum two out of the following oil companies; bhpb, conocophillips, exxon, bp, chevron, total, statoil or shell together with a valid cell not older than 11 months, always uploaded and available for review inspections. Shell shall not refuse to either perform an ocimf sire if requested by Owner or consider the vessel based on an ocimf sire performed by an alternative company.

B.  Owners to advise charterers of the result of any inspection during this charter promptly upon receipt of the official inspection report. Owners are to ensure that the oil or chemical major vetting department enters the inspection report into the sire/cdi system, if used by that particular oil or chemical major. If the vessel is found by any of the oil or chemical majors to be unacceptable, then owners will immediately, upon notice of receipt of same, rectify any outstanding deficiency and request the major oil or chemical company concerned for a prompt re-inspection. If prompt re- inspection (defined as within 45 days) is not possible, and vessel loses her approval(s), and due to the lack of that specific approval ls not able to trade the vessel in charterers programme, charterers have the option to place the vessel off-hire until vessel’s approval can be re-instated. The off hire time is excluding any time steaming to next port.

C.  If a vetting approval should lapse due to the trading pattern of the vessel or inability of timely vetting inspections despite owners exercising due diligence to arrange an inspection in due time, then owners to make best endeavors to rectify same most expeditiously, keeping charterer’s informed of progress. However, vessel not to be off hire. If vessel is off hire for more than 30 days, then Charterers have the right to terminate.

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

D.  Costs for all inspections to be for Owners’ expense and Charterers’ time. Owners to keep charterers informed of the date, location and validity of the initial and all subsequent inspections during the currency of the charter.

If Charterers request to have the vessels CDI inspected and such inspection will invalidate the vessels SIRE status the Charterers to waive the CDI inspection.

If the Charterers insist on a CDI approval on this basis and knowledge that the SIRE status will be invalidated the vessels shall be on-hire at all times with Owners best efforts to rectify the SIRE status at first possibility.

22.  Hull Scrub & Propeller Polish Clause

Charterers may request additional intermediate hull scrubs or propeller polishes, “Charterers Additional Hull Scrub & Propeller Polish”. Upon Charterers making such a request Owners will make best efforts to arrange this at the next available and suitable port. Charterers shall release the Vessel to Owners who shall pay for all costs associated with the hull scrub and propeller polishes, including but not limited; survey costs, inspection costs, diving costs, cleaning costs and any berth and anchorage costs. Owners will invoice Charterers for the costs with the next monthly hire statement.  Owners will provide Charterers with a cost estimate of the operations no later than five (5) days before the operation is due to take place, for Charterers approval. The time spent hull scrubbing and cleaning shall not count as off hire time pursuant to Cl.21 of the Charter Party and Owners shall invoice Charterers for those approved costs with the next monthly hire statement.

23.  Charterers Ship Quality Assurance Clause

1. This time charter party is subject to both the vessel and Owners’ appointed technical management company being acceptable to the requirements of Shell Ship Quality Assurance (“SSQA”) which include any one or more of the following:

(i) a vessel idle inspection at the builder’s yard upon delivery to Owners; and

(ii) a vessel sire inspection at either load or discharge during the vessel’s first full trading voyage, from first load port to first discharge port; and

(iii) review of the vessel’s technical management including a visit/audit of the technical management company’s offices, together, the “SSQA Time Charter Assurance Review”.

2. Following completion of the SSQA Time Charter Assurance Review, should either the vessel or her technical management company be assessed unacceptable to SSAQ, then within seventy two (72) hours of such assessment Charterers may at their option, give notice to Owners placing the vessel off hire (with reasons for failure of the SSQA Time Charter Assurance review) and giving Owners, in Charterers’ option, either:

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

(a) a period of fifteen (15) working days in which to rectify the areas of failure (“Rectification Period”). If on expiry of the Rectification Period the vessel and/or the vessel’s technical management company are still unacceptable to SSQA then this time charter may be terminated by Charterers with immediate effect; or

(b) a period of sixty (60) days in which to change the vessel’s technical management company to a company acceptable to SSQA. If after sixty (60) days the vessel’s technical management company is still unacceptable to SSQA then this time charter may be terminated by Charterers with immediate effect.

3. Where notice is given by Charterers pursuant to Clause 2 (ii)(a), Owners may, within the Rectification Period, propose a substitute vessel under this time charter party, which will also be subject to the same SSQA initial time charter assurance review process.

4. This is a ship quality assurance clause, and will not be used for commercial purposes by charterers.

24.  Vessel Naming Rights and Naming Ceremony Attendance

Charterer’s representation during naming ceremonies is to be discussed in good faith between Charterers and Owners with a view to ensuring sufficient Charterer representation during such events.

25.  CO2 Emissions

1. Where a Governmental Authority or other competent local or international regulatory body (including but not limited to the EU, the USA or the IMO) imposes upon Charterers an obligation to control, reduce or in any way account for ship-borne CO2 emissions (“Emissions Targets”), without prejudice to the terms and conditions in this charter, Owners will co-operate with Charterers, including by following all reasonable orders, in order to facilitate Charterers’ compliance with the Emissions Targets. Any extra costs to be for Charterers account

2. Any carbon credits gained during the performance of this charter, whether by following Charterers’ orders pursuant to Clause 1 2.1, or otherwise, will be recorded by a process to be mutually agreed and will be for the account of Charterers and Owners equally.

26.  Owners Supervision - additional clause

Project Seahorse - Cardiff Gas / Shell

Hull No S8882

TCP date 15^th September 2015

Additional Terms

Owners warrant that they will put in place a new build supervision process and suitably qualified and experienced construction supervision team, at the shipyard in Korea during the Vessel construction phase, as would be expected of a first class ship owner overseeing the construction of VLGC’s.

27.  Vessel Design Variations

The Vessel ship build specifications are attached to this charter at Appendix D and form part of it (the “Specifications”). Owners are not permitted to change the Specifications, without the express written permission of Charterers. Owners confirm that they have conducted their own due diligence with respect tothe Specifications, and warrant that the Specifications are fit for owner’s purpose intended by this charter and comply with their obligations under this charter. Accordingly, notwithstanding any changes to the Specifications permitted by the Charterers pursuant to this clause, Owners shall be responsible for the Specifications and any changes made to them without Charterers’ consent. Nothing in this clause shall amount to a waiver or modification of Owners’ obligations under this charter.

Should the Charterers request a variation to the Specifications, the Owners shall use reasonable endeavors to agree such variation with the Builder. Any additional cost occasioned by such variations shall be agreed by the Charterers before the Owners instruct the Builder to implement such variation and shall be spread evenly over the Firm Period and added to the hire.

28.  Charterers representatives

The shipbuilding contract provides Charterers with certain rights of representation at the Shipyard. There shall be up to two representatives as observers only and cannot communicate directly with the yard, all comments/observations to be communicated to Owners via Owners site manager. Charterers shall notify Owners of the names of these in writing for Owners to pass to the Shipyard. These representatives shall have the right to use Owner’s office space and facilities provided to them by the Shipyard. Pursuant to the shipbuilding contract, Charterers representatives visiting during the construction phase, have rights to receive reports on constructions progress, rights to key drawings, rights to see trials reports and rights to attend sea trial.

29.  Boycott Clause

Pursuant to Clause 21(a)(ii), in the event of the vessel being subject to boycott, being delayed or rendered inoperative by strikes, labour stoppages or any other difficulties arising from vessel’s flag, ownership, crew or terms of employment of crew, or of chartered vessel or any other vessel under the same ownership, operation or control, such time lost is to be considered as off-hire and all any proven direct expenses incurred thereby, including fuel consumed during such periods to be for Owners’ account. Charterers would not send the vessel to any port or place where Vessel’s flag state is known to be boycotted,

30.  Taxes and/or Dues

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Any taxes and/or dues and/or charges on cargo and/or freight and/or the hire (Including any income tax levied on freight by authorities at load or discharge port(s)) to be for Charterers’ account and to be settled directly by the Charterers. But such tax should exclude any tax and/or dues on the hire by owners’ own authorities which should be for Owners’ account.

31.  Annual Maintenance Clause

For the purpose of equipment overhauls and maintenance, Owners to notify Charterers of the schedule at least twenty (20) days in advance. If unsuitable to Charterers’ trading schedule, Charterers will endeavour to facilitate the time at the next suitable port. A total of 96 hours for each 12 month period or pro-rata is allowed for this purpose, which shall not be considered off hire.

32.  TVEL Clause

Expenses for obtaining USCG Inspection to be for owners’ account. Time for obtaining USCG Inspection to be for charterers’ account but max. 24 hours.

33.  Ultra Slow Steaming Clause

(a)  The Charterers may at their discretion provide, in writing to the Master, instructions to reduce speed or RPM (main engine Revolutions Per Minute) and/or instructions to adjust the Vessel’s speed to meet a specified time of arrival at a particular destination.

(ii) *Ultra-Slow Steaming - Where the Charterers give instructions to the Master to adjust the speed or RPM outside the range of guaranteed speeds (or RPM corresponding to such guaranteed speeds) set forth in Clause 24, resulting in the engine(s) operating above the cut-out point of the Vessel’s engine(s) auxiliary blower(s), the Master shall, subject always to the Master’s obligations in respect of the safety of the Vessel, crew and cargo and the protection of the marine environment, comply with such written instructions, provided that such instructions will not result in the Vessel’s engine(s) and/or equipment operating outside the manufacturers’/designers’ recommendations as published from time to time. If the manufacturers’/designers’ recommendations issued subsequent to the date of this Charter Party require additional physical modifications to the engine or related equipment or require the purchase of additional spares or equipment, the Master shall not be obliged to comply with these instructions.

(b)At all speeds the Owners shall exercise due diligence to ensure that the Vessel is operated in a manner which minimises fuel consumption, always taking into account and subject to the following:

(i) The Owners’ warranties under this Charter Party relating to the Vessel’s speed and consumption;

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(ii)The Charterers’ instructions as to the Vessel’s speed and/or RPM and/or specified time of arrival at a particular destination;

(iii)The safety of the Vessel, crew and cargo and the protection of the marine environment; and

(iv)The owners’ obligations under any bills of lading, waybills or other documents evidencing contracts of carriage issued by them or on their behalf.

(c)For the purposes of Sub-clause (b), the Owners shall exercisedue diligence to minimise fuel consumption:

(i)when planning voyages,adjusting the Vessel’s trim and operating main engine(s) and auxiliary engine(s);

(ii)by making optimal use of the Vessel’s navigation equipment and any additional aids provided by the Charterers, such as weather routing, voyage optimization and performance monitoring systems; and

(iii)by directing the Master to report any data that the Charterers may reasonably request to further improve the energy efficiency of the Vessel.

(d)The Owners and the Charterers shall share any findings and best practices that they may have identified on potential improvements to the Vessel’s energy efficiency.

(e)For the avoidance of doubt, where the Vessel proceeds at a reduced speed or with reduced RPM pursuant to Sub-clause (a), then provided that the Master has exercised due diligence to comply with such instructions, this shall constitute compliance with, and there shall be no breach of, any obligation requiring the Vessel to proceed with utmost and/or due despatch (or any other such similar/equivalent expression).

(f)The Charterers shall ensure that the terms of the bills of lading, waybills or other documents evidencing contracts of carriage issued by or on behalf of the owners provide that compliance by Owners with this Clause does not constitute a breach of the contract of carriage. The Charterers shall indemnify the Owners against all consequences and liabilities that may arise from bills of lading, waybills or other documents evidencing contracts of carriage being issued as presented to the extent that the terms of such bills of lading, waybills or other documents evidencing contracts of carriage impose or result in breach of the Owners’ obligation to proceed with due despatch or are to be held to be a deviation or the imposition of more onerous liabilities upon the Owners than those assumed by the Owners pursuant to this Clause.

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Nothing in this clause shall be interpreted to relieve Owners of their obligations set forth in Clause 24 of the charter, and in case of any conflict between this clause and Clause 24, Clause 24 shall prevail, always provided that Owners shall be deemed to have complied with their obligations pursuant to Clause 24 on any sea passage on which the Charterers have instructed the Master to reduce speed or RPM pursuant to this Additional Clause 35.

34.  Double Banking

(a)The Charterers shall have the right to order the Vessel to conduct ship to ship cargo operations, including the use of floating cranes and barges. All such ship to ship transfers shall be at the Charterers’ cost, expense and time.

(b)The Charterers shall direct the Vessel to an area for the conduct of such ship to ship operations where the Vessel can safely proceed to, lie and depart from, always afloat, but always subject to the Master’s reasonable approval that the area is safe. The Charterers shall provide adequate fendering, securing and mooring equipment, and hoses and/or other equipment, as necessary for these operations, to the reasonable satisfaction of the Master.

(c)The Charterers shall obtain any and any relevant permissions from proper authorities to perform ship to ship operations and such operations shall be carried out in conformity with best industry practice.

(d)If, at any time, the Master reasonably considers that the operations are, or may become, unsafe, he may order them to be suspended or discontinued. In either event the Master shall have the right to order the other vessel away from the Vessel or to remove the Vessel.

(e)If the Owners are required to extend their existing insurance policies to cover ship to ship operations or incur any other reasonable additional cost/expense, the Charterers shall reimburse the Owners for any additional premium or cost/expense incurred.

35.  Letter of Quiet Enjoyment

Charterers require that Owners' financiers (the “Lenders”) under any loan and/or security documents entered into by Owners in connection with the Vessel will issue a letter of quiet enjoyment (“LQE”) in favour of Charterers providing Charterers with certain assurances that their possession and use of the Vessel will not be disturbed or interfered with by the Lenders for the duration of this Charter. Owners will present the Lenders with a draft LQE in the form set out in the attached Appendix C, and will use reasonable endeavours to procure that the Lenders issue an LQE substantially in this form, subject always to such changes as Owners and Charterers, acting in good faith, may agree with the Lenders.

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36.  Cargo Stenching

Should the vessel be requested to stench cargo all operations are to be carried out in accordance with industry standards using equipment supplied by Charterers. Approval for stenching operations is to be at Masters discretion. Approval is not to be unreasonably withheld.

37.  Ice Clause

The vessel shall not be ordered to nor bound to enter any icebound port or place or any port or place where lights, lightships and buoys are or are likely to be withdrawn by reasons of ice on the vessel’s arrival or where there is a risk that the vessel will not be able on account of ice to reach the port or place or depart same after the completion of loading or discharge. If on account of ice, the Master consider it dangerous to remain at the loading or discharge port or place for fear of the vessel being frozen in and/or damaged then he has the liberty to proceed to a convenient open port or place and there await Charterers further instructions. Any time-losses and additional expenses including increased deductibles and repairs of damage sustained due to any of the above causes or on account of the vessel being frozen in, shall be for the Charterers account. The vessel shall not be obliged to force ice nor to follow ice-breakers.

38.  Bunker Comingling Clause

The vessel shall not be obliged to comingle different quality/sourced bunkers within any bunker tank. Unless the Owners and Charterers agree the vessel participates in charterers bunker comingling projects. Approval is not to be unreasonably withheld.

39.  Additional crew costs

Any additional crew costs incurred due to the vessel trading area requiring additional crew or increased crew cost to be for charterers account.

40.  Reheater Clause

Vessel is fitted with re-heater/booster which Charterers have free use of.

41.  Termination of Shipbuilding Contract

Where Owners acquire a right to terminate the Shipbuilding Contract pursuant to its terms, they shall promptly inform Charterers of such circumstances. Owners shall be entitled to terminate the Shipbuilding Contract only if either (i) the Charterers agree to such termination or (ii) the Owners have notified the Charterers of their intention to so terminate the Shipbuilding Contract and the Charterers have not expressly objected to such termination in writing within five (5) London working days·of being notified by the Owners.

If the Charterers object to a termination of the Shipbuilding Contract intended by the Owners, they shall simultaneously waive any right they might have to terminate this charter for the same

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reason(s) or circumstance(s) which gave rise to the Owners’ right to terminate the Shipbuilding Contract. Only if the Owners receive such waiver in a form reasonably satisfactory to them, shall the owners be prevented from exercising their termination right under the Shipbuilding Contract.

If the Shipbuilding Contract is terminated, this charter shall be deemed terminated at the date such termination of the Shipbuilding Contract takes effect.

42.  BIMCO Sanctions Clause

(a)The Owners shall not be obliged to comply with any orders for the employment of the Vessel in any carriage, trade or on a voyage which, in the reasonable judgement of the Owners, or in the reasonable judgement of their insurers, will expose the Vessel, to any applicable sanction or prohibition imposed by any State, Supranational or International Governmental Organisation. Owners and Charterers agree to comply with and assist each other in complying with applicable sanctions. Owners and Charterers warrant to the best of their knowledge and belief that, in connection with this Charter party, neither party are currently or will contract with any third party who are subject to any applicable US, EU, or UN sanction, prohibition or restriction or are a specified person, entity, specified vessel or fleet.

(b)If the Vessel is already performing an employment to which such an applicable sanction or prohibition is subsequently applied, in respect of cargo, Owners shall have the right to refuse to proceed with the employment and the Charterers shall be obliged to issue alternative voyage orders within 48 hours of receipt of Owners’ notification of their refusal to proceed. If the Charterers do not issue such alternative voyage orders the Owners may discharge any cargo already loaded at any safe port (including the port of loading) or take other reasonable remedial action. The Vessel to remain on hire pending completion of Charterers’ alternative voyage orders or delivery of cargo by the Owners and Charterers to remain responsible for all additional costs and expenses incurred in connection with such orders/delivery of cargo.

In respect of the Supplied Items, Charterers shall have the right to order the vessel to an alternative port or place to discharge the cargo on receipt of owners’ notification of their inability to proceed as originally contracted. The Vessel shall be off-hire throughout this operation and until Charterers have fixed an alternate cargo if one is lost. Owners shall remain responsible for all additional losses, costs and expenses incurred in connection with such orders/delivery of cargo and removal of the Supplied Items.

If in compliance with this Sub-clause (b) anything ls done or not done, such shall not be deemed a deviation.

(c)Owners represent and warrant that they have no knowledge or reason to believe that any parts, sparesor other supplies (“Supplied Items”) procured by the Owners or on their behalf for the Vessel and/or in connection with this Charter originated in, was procured from or via , a country, entity or person including any agent or affiliate thereof, that is prohibited under applicable sanctions or that

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any such country, entity or person has any property interest in the Supplied Items either present, future, contingent, direct or indirect, that would subject the Supplied Items of this Charter to applicable sanctions.

(d)The Charterers shall make reasonable endeavours to negotiate this Clause into all sub-charters issued pursuant to this Charter Party,

43.   WAF Piracy Clause

Owners & Charterers agree that for Vessels calling at West Africa Ports, within Dakar to Lobito range, the following conditions are agreed and replace the existing Piracy Clause of the time charter agreement, with respect to Dakar to Lobito coastal port trading range only;

i)Owners will at all times adhere to the latest version of Best Management Practices (BMP), including with respect to routing and speed;

ii)  For Dakar to Lobito Range coastal port trading only, Owners will trade without requiring the use of private armed guards on board the vessel;

ii)When vessels are anchored in the Cape Palmas to Port Gentil range in order to wait for berthing or for undertaking STS operations, Charterers will only use recognized secured patrolled anchorages. At the time of agreeing this Clause the only recognized secured anchorages are at Lome & Lagos. Where secured anchorage are unavailable the vessel will tender NoR offshore and will drift outside of the defined high risk area whilst waiting for berthing instructions;

iv) The defined area is as follows:

Point A:	04°22’N 007° 45’W	Cape Palmas
Point B:	01°22’N 007° 45’W	200 nautical miles south of Cape Palmas
Point C:	01° 42’ N 002° 05’W	200 nautical miles south of Cape Three Points
Point D:	03° l0’N 002° 45’E	200 nautical miles SSW of Lagos and 200 nautical miles SW of Cape Formoso
Point E:	00°00’N 005° 55’E	45 nautical miles W of southern tip Sao Tome
Point F:	00° 00’N 009° 15’ E	Approx. 30 nautical miles south of Libreville, Gabon

v)For Niger delta river ports within the Lagos to Ikang range, Owners will arrange, through local port agents, armed patrol boats to assist and escort the vessel from the agreed position within territorial waters to the berth and from the berth to the agreed position within territorial waters;

vi)Armed patrol boats will be regulated and approved by local and/or national naval and/or coastguard authorities, subject to GMSAT due diligence;

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(vii) Charterers agree to reimburse these reasonable costs, in line with industry norms, to Owners upon Charterers receiving documented evidence and Owners invoice in relation to the same.

Charterers reserve the right to seek to amend this clause in the event that the security threat situation with Dakar to Loblto range changes significantly during the charter period.

44.  Epidemics Clause

a) The Vessel shall not be obliged to proceed to or continue to or through or remain at any port, or place, where there is, as determined by the World Health Organisation or similar, a material risk that calling at such port or place exposes the Vessel and crew to danger from severe epidemics, plague or highly infectious diseases, (hereinafter “Affected Area”);

b) If in accordance with sub-clause (a) the Owners decide that the Vessel shall not proceed or continue to or through or remain in an Affected Area they must immediately inform the Charterers. The Charterers shall be obliged and entitled, notwithstanding any other terms of this charter, to issue alternative voyage orders and shall indemnify the Owners for any time or expense incurred by Owners, including claims from holders of the Bills of Lading, as a consequence of waiting for and/or performance of such orders. Any time lost as a result of waiting for and/or complylng with such orders shall be for Charterers’ account.

c) If notwithstanding their liberty to refuse to do so, Owners agree to proceed to or continue to or through or remain at any Affected Area, Owners shall not be deemed to have waived any of their existing rights under this Charter party.

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d) The Vessel shall have liberty to comply with all orders, directions, recommendations or advice of competent authorities and/ or the Flag State of the Vessel in respect of arrival, routes, ports of call, destinations, discharge of cargo, delivery, or in any other respect whatsoever relating to issues arising as a result of the Vessel being ordered to an Affected Area.

e) Subject to sub-clauses (f, g, and h) below any delays, time loss, additional costs, expenses or consequences of whatsoever nature of howsoever directly arising out Charterers’ orders for the Vessel to call at an Affected Area, including but not limited to screening, cleaning, fumigating and/ or quarantining the Vessel and its crew for such diseases either in the Affected Area or at subsequent ports of call and including the obtaining of medical treatment for any infected crew, and any time lost as a result of complylng with the same shall be for the Charterers’ account.

f) Any delays and additional costs and expenses incurred at any load or discharge port(s) under this Charter arising out of the Vessel having visited or called at an Affected Area prior to the commencement of this Charter shall be solely for Owners’ account and the Vessel will be off-hire for any time lost. Owners warrant that the Vessel has not called at any port or ports in an Affected Area in the 45 days prior to the commencement of this Charter.

g) The safety and protection of the crew and Vessel remains Owners’ obligation and Owners are required to satisfy themselves that any person coming on board the Vessel from an Affected Area has not been exposed to such severe epidemic, plague, or highly contagious disease, and is healthy in all respects. Any claims, loss or delay arising, either in an Affected Area or at subsequent ports of call, out of a failure of Owners to conduct sufficient checks on any persons attending the Vessel from the Affected Area will be for Owners’ sole account and the Vessel will be off-hire for any time lost.

h) Owners warrant that, except to the extent necessary to comply with Charterers’ orders, they will not, during this Charter, call at an Affected Area for bunkers, spares, crew changes or similar. Owners further warrant that shore leave for crew will be prohibited in an Affected Area and the Master will take all reasonable steps to ensure that crew are aware of the prohibition and comply with the same. Any claims, loss or delay arising, either in an Affected Area or at subsequent ports of call, as a result of Owners’ failing to comply with this sub-clause (h), shall be for Owners’ sole account and the Vessel wlll be off-hire for any time lost.

i) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party. In the event of a conflict between the provisions of this Clause and any implied or express provision of the Charter Party, this Clause shall prevail to the extent of such conflict, but no further.

45.  Brazil Clause

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If the Charterers order the vessel to proceed to any port or ports in Brazil where the Navy Authority or any other authorities in Brazil have issued any pre-arrival requirements / restrictions which will prohibit the vessel from tendering a valid Notice of Readiness on arrival at the place where the vessel is instructed / ordered by such authorities, then notwithstanding any terms and condition to this charter, the vessel remains on-hire.

46.  Excessive Noise Clause

If Charterers or terminal operators instruct the vessel to slow the cargo operations down or stop entirely the cargo operations in port during the hoursof darkness due to excessive noise caused by the vessel then the vessel shall remain on-hire.

47.  Time Bar Clause

All claims for additional costs and expenses recoverable by Owners from Charterers pursuant to (i) Clause 7 (“Charterers to Provide”), (ii) Clause 34 (“Additional War Expenses”) and (iii) Additional Clause 4 (“Piracy”) must be received from Owners by Charterers in writing along with supporting documentation within 45 days of the voyage being completed (where the voyage is deemed to be completed upon completion of discharge and disconnection of hoses at the final discharge port) otherwise Charterer’s liability for such costs shall be extinguished.

ADDENDUM NO. 1

to

Time Charter Party dated 16th September 2015 (the “Charter”)

Between

VLGC Beta Owning Ltd, of Majuro, Marshall Islands or its nominee as owners (the “Owner”) and

Shell International Trading and Shipping Company for and on behalf of Shell Trading InternationalLimited ofLondon as charterers(the “Charterers”)

in respect of

Hyundai Samho Heavy Industries Co., Ltd. hull number S882 named “Aisling” (the “Vessel”)

It is hereby mutually agreed that:

1.  The final speed and consumption figures referred to in Clause 24. (a) of the Charterer are hereby amended to read as follows:

(main propulsion fuel and auxiliary fuel inclusive)

Speed (kts)	Ballast	Laden
13	28.6	29.3
13.5	30.3	31.0
14	32.1	32.8
14.5	34,0	34.8
15	36.0	36.9
15.5	38,2	39.1
16	40.5	41.4
16.5	42.8	44.0

Save as amended hereby, the Charter (including, for the avoidance of doubt, the remainder of Clause 24(a) "The foregoing bunker consumptions….on the Beaufort Scale for more than 12 hours.” remains in full force and effect.

IN WITNESS WHEREOF. the parties hereto have caused this Addendum no.1 to be duly executed this 28 day of June 2018.

For and on behalf of

VLGC Beta Owning Ltd

/s/ Anthony

Anthony

Attorney-In-Fact

For and on behalf of

Shell Trading International Limited

/s/ Richard O'Neill

Name:  Richard O'Neill

Title:  Regional Manager, LPG Trading & Supply

EX-4.67

Exhibit 4.67

DEED OF NOVATION

THIS DEED OF NOVATION is made the 14 day of September August 2018

BETWEEN

(1) VLGC ALPHA OWNING LTD a company existing under the laws of the Marshall Islands with its registered address at Trust Company Complex. Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 ("ORIGINAL OWNERS")

and

(2) SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED acompany existing under the laws of UK, with registered office at 80 Strand street, London, United Kingdom on behalf of SHELL TRADING INTERNATIONAL LIMITED a company existing under the laws ofUK, with registered office at 80 Strand street, London, United Kingdom (“CHARTERERS”)

and

(3) MERIDIAN 9 LIMITED a company existing under the laws of BERMUDA with its registered address at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda ("NEW OWNERS”)

Collectively the "Parties” and each a “Party”

WHEREAS:

(A) Original Owners and Charterers entered into a Charter Party dated 15 September 2015 for the hire of MV ANDERIDA (the "Vessel") by Charterers from Original Owners for a period of five (5) years plus three (3) optional periods of one (1) year each in Charterers' option upon the terms and conditions set out therein (the "Charter Party"). The Vessel was delivered to the Charterers under the Charter Party on 29^th June 2017 at 07:48 hours UTC. A complete copy of the signed Time Charter is hereby attached as Schedule 1.

(B) Original Owners issued to Charterers a performance guarantee ("Existing Guarantee") from CARDIFF LNGSHIPS LTD ("Existing Guarantor").

(C) Original Owners have agreed to sell and New Owners have agreed to purchase the Vessel pursuant to a contract of sale as amended and supplemented from time to time between them dated 4th July 2 18 (the “MOA")

(D) It is a condition precedent under the MOA that the Vessel shall be sold with balance of the Charter Party. Subject to the terms of the MOA. the Original Owners have agreed to deliver the Vessel to the New owners together with the balance of the Charter Party and the New owners have agreed to take delivery of the Vessel together with the balance of the Charter Party

(E) The Parties hereto have agreed that, inter alia, with effect from the Novation Date (as defined below), and upon the terms and conditions set out herein, (1) New Owners shall be substituted in the place of Original Owners under the Charter Party, (2) Exiting Guarantor shall be released from its obligations under the Existing Guarantee, and (3) New Owners shall deliver to Charterers a guarantee from Global Meridian Holdings Limited for the due and faithful performances by New Owners of their obligations to Charterers under this Deed and the CharterParty (as varied, amended and supplemented by this Deed) in the form annexed to the Charter Party with logical amendments (4) the Charterers shall be deemed to have given their approval to the new manager referred to in clause 1.8 of this Novation Deed

By mutual agreement between the Parties and in consideration of the undertakings and releases herein contained (the sufficiency of such consideration the Parties acknowledge) NOW THEREFORE THIS DEED WITNESSETH as below:

1. Upon and with effect from the Novation Date (as defined in Clause 4 below):

1.1 All rights and obligations of the Original Owners under the Charter Party shall be novated and transferred from the Original Owners to the New Owners and the New Owners shall be bound by the terms and conditions of the Charter Party in the place of the Original Owners as the owner under the Charter Party.

1.2 Original Owners hereby release and discharge Charterers from all their obligations whatsoever contained in the Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Charter Party whether prior to, on or subsequent to the Novation Date;

1.3 New Owners agree to perform all the duties and to discharge all the obligations of Original Owners under the Charter Party and to be bound by all the terms and conditions of the Charter Party in every way as if New Owners were named in the Charter Party ab initio in place of Original Owners;

1.4 Charterers hereby release and discharge Original Owners from all their obligations whatsoever contained in the Charter Party, and from all claims and demands whatsoever arising out of or in respect of the Charter Party on or subsequent to the Novation Date;

1.5 Charterers agree to perform all their duties and all their obligations under the Charter Party and to be bound by all the terms and conditions of the Charter Party in every way as if New Owners were named in the Charter Party ab initio in place of Original Owners.

1.6 For the avoidance of doubt, the-Parties acknowledge and agree that:

(i) any obligations of Original Owners owed to Charterers under the Charter Party which remain undischarged at the. Novation Date shall not be deemed to be waived by Charterers by virtue of the novation of the Charter Party pursuant to the terms of this Deed; and

(ii) all liabilities and obligations, created under the Charter Party prior to the Novation Date shall be for the account of Original Owners, and liabilities and obligations, created after the Novation Date shall be for the account of New Owners EXCEPT should there be any disagreement between Original Owners and New Owners as to which entity is to assume such liabilities or obligations, New Owners shall assume such liabilities and obligations and account to Charterers immediately upon being called to do so by Charterers.

1.6 Simultaneously with the execution of this Deed, New Owners shall deliver to Charterers a guarantee from Global Meridian Holdings Limited for the due and faithful performance by New owners of their obligations to Charterers under this Deed and the Charter Party (as varied, amended and supplemented by this Deed) substantially in the form annexed ta the Charter Party with logical amendments. effective as of the Novation Date; and

1.7 Charterers hereby release and discharge Existing Guarantor from all its obligations whatsoever contained in the Existing Guarantee, and from all claims and demands whatsoever arising out of or in respect of the Existing Guarantee prior to the Novation Date, and shall return the Existing Guarantee to Original Owners for cancellation, such release shall take effect on the Novation Date.

1.8 The Charterers agree that the new managers of the Vessel appointed by the New Owners be:

Bernhard Schulte Shipmanagement (Singapore) Pte Ltd, a company existing under the laws of Singapore with registered office at 152 Beach Road, #32-00 Gateway East, Singapore 189721 (Tel: +65 6309 5253).

1.9 The Charterers agree that the New Owners upon delivery of the Vessel under the MOA shaft have the right to change the name of the Vessel and her flag, to Vega Star and Liberian respectively, whereas the class of the Vessel will remain the same, i.e. DnV GL Such changes shall be effected without affecting the Charterers’ operations adversely and any costs and expenses related thereto including off hire shall be borne by the New Owners.

2. New Owners warrant and undertake that:

2.1 they are, as at the Novation Date, the registered owners of the Vessel; and

2.2 before the Novation Date, they shall provide the Charterers details of the bank account where payment of the hire and other monies due under the Charter Party referred in Clause 9 of the Charter Party

3.1 The Original Owners shall be paid hire by the Charterers in accordance with the Charter Party up to the Novation Date. The New Owners shall be paid hire by the Charterers in accordance with the Charter Party from the Novation Date. Payment shall be made to the New Owners in accordance with the clause 2.2 above of this Deed.

3.2 If hire or charge has been paid by the Charterers to the Original Owners for a period extending beyond the Novation Date, there shall be an appropriate accounting adjustment made between the Original Owners and the New Owners and payment shall be made accordingly by the Original Owners to the New Owners at the Novation Date or as soon thereafter as may be convenient Neither the Original owners nor the New Owners shall have any claims against the Charterers in respect of any hire or charge earned after the Novation Date which was properly paid in advance to the Original Owners by theCharterers in accordance with the terms of the Charter Party.

4. In this Deed the expression Novation Date means the date and time the Vessel was delivered to the New Owners by the Sellers as evidenced by the Protocol of Delivery and Acceptance signed by the New owners and the original owners pursuant to the MOA. This Deed shall take effect as of the Novation Date.

5. Except otherwise provided in this Deed, all other terms and conditions contained in the Charter Party shall remain in full force and effect.

6. Each Party represents and warrants to each of the other Parties that

a. It has power, capacity and authority to execute and deliver this Deed;

b. this Deed is valid and binding on it;

c. it has received all such information and explanation as it may require or be considered to require in order to enter into this Deed; and

d. It is aware that each Party to this Deed is relying upon the warranties in this Deed in executing and delivering this Deed.

e. The execution of and the compliance with this Deed will not to the best of the Parties knowledge involve or lead to a contravention of (i) any law or regulation; (ii) the Parties constitutional documents or (iii) any contractual or other obligations or restriction which is binding on it or any of its assets,

7. Miscellaneous

7.1 This Agreement may be executed in several counterparts and any single counterpart or set of counterparts -signed, in either case, by all of the parties thereto shall be deemed to be an original, and all counterparts when taken together shall constitute one and the same instrument.

7.2 This Agreement may be amended only by an instrument in writing signed by all of the parties to this Agreement.

7.3 Any waiver of any right, power or privilege by any party to this Agreement shall be in writing signed by such party. No failure or delay by any party hereto to exercise any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege nor shall any single or partial exercise of that right, power or privilege preclude any further exercise of that right, power or privilege or of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

7.4 Nothing in this Agreement shall release the rights and liabilities of the parties save as expressly provided for in this Agreement.

7.5 If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

7.6 Each Party to this Agreement agrees that it will not without the prior written consent of the other Party disclose to any third party the existence of, or the terms of this Agreement, or the nature or extent of the discussions in connection herewith; save that the Parties are permitted to disclose such information to (i) to affiliates of the respective Parties on a need-to-know basis, (ii) to the professional advisors of the respective Parties and/or (iii) as required by applicable laws and regulations.

7.7 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a Party to this Agreement.

8. Notices

8.1 Any notice or other communication under or in connection with this Agreement shall be sent by letter or fax-

In the case of the Original Owners to -

c/o

TMS CARDIFF GAS LTD

Athens Licensed Shipping Office

80, Kifisias Avenue

GR 15125 Amaroussion

Greece

For the attention of Mr. George Kourelis

Email: gkourelis@tms cardiffgas.com

In the case of the New Ownesr to-

c/o J.P. Morgan Asset Management

60 Victoria Embankment

London EC4Y OJP

United Kingdom

Tel: +44 (0)207742 1103

Email:

vidit.d.tewari@jpmorgan.com

nicholas.e.meer@jpmorgan.com

For the attention of Vidit Tewari and Nick E. Meer

In the case of Charterers

c/o Shell International Trading and Shipping Company Limited

80 Strand

London WC2R OZA

United Kingdom

Fax: +44 207 646 7714

Email: d.slimmon@shell.com

For the attention of Debbie Slimmon

or in each case to such other address or fax number as one Party may notify in writing to the other Parties hereto.

9. This Deed shall be subject to English law and all disputes arising under, out of or in connection with it between Original Owners and New Owners or between Original Owners and Charterers shall be referred to arbitration in London in accordance with the LMAA terms. All disputes arising under, out of or in connection with this Deed or the Charter Party between New Owners and Charterers shall be referred to arbitration in accordance with Clause 46 of the Charter Party.

IN WITNESS WHEREOF this Deed has been duly executed and unconditionally delivered on the date first written above.

EXECUTED AND DELIVERED AS A DEED

by VLGC ALPHA OWNING LTD

acting by /s/ George A. Karamanos

its attorney-in-fact duly authorised

In the presence of

Witness

/s/ Eriketi Kolyva

Name: Eriketi Kolyva

Address:  Attorney-at-law

                16 Ilossou Str., 184 Nikala, Athens, Greece

                Mob. 0 6984 676079

EXECUTED AND DELIVERED AS A DEED

by SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED on behalf of

SHELL TRADING INTERNATIONAL

acting by _________

Its attorney-in-fact duly authorised

In the presence of

Witness

/s/ Debbie Slimmon

Name: Debbie Slimmon

Address: Stabco, 80 Sirand, London, WCOR 07A UK

EXECUTED AND DELIVERED AS A DEED by MERIDIAN 9 LIMITED acting by /s/ Phillip Hinds Its attorney-in-fact duly authorised In the presence of   /s/ Phillip Hinds Phillip Hinds Director

Witness	/s/ Jade Whitelocke
Name:	Jade Whitelocke
Address:	PO Box 1093 Boundary Hall, Cricket Square Grand Cayman KY1-1102, Cayman Islands

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

Time Charter Party

LONDON 15 September 2015

IT IS THIS DAY AGREED between VLGC Alpha Owning Ltd of Trust Company Complex, Ajeltake Road, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 or its nominee, (hereinafter referred to as “Owners”), being owners of the good motor/stream VLGC vessel called to be constructed by Hyundai Samho Heavy Industries Co. Lt. (hereinafter referred to as the “Builder”) pursuant to a ship building contract between the Owners and the Builder dated on or around the date hereof (hereinafter referred to as the “Shipbuilding Contract”), carrying the Builder’s hull number S881 and to be named (*).

(hereinafter referred to as “the vessel”) described as per Clause 1 hereof and Shell International Trading and Shipping Company for and on behalf of Shell Trading International Limited (hereinafter referred to as Stasco) of 80 Strand, London WC2R 0ZA (hereinafter referred to as “Charterers”):

Description And Condition of Vessel	1.	At the date of delivery of the Vessel under this charter and throughout the Charter period:
		(a)	she shall be classified by a Classification Society which is a member of the international Association of Classification Societies;
		(b)	she shall be in every way fit to carry crude petroleum and/or its products see Additional Clause 9 Cargo;
		(c)	she shall be tight, staunch, strong, in good order and condition, and in every way fit for the service, with her machinery, boilers, hull and other equipment including but not limited to hull stress calculator, radar, computers and computer systems) in a good and efficient state;
		(d)	her tanks, valves and pipelines shall be all gas-tight;
		(e)	she shall be in every way fitted for burning, in accordance with the grades specified in Clause 29 hereof:
			(i)	at sea, fuel oil for main propulsion and fuel oil/marine diesel oil for auxiliaries;
			(ii)	in port, fuel oil/marine diesel oil for auxiliaries;
		(f)	she shall comply with the regulations in force so as to enable her to pass through the Suez and Panama Canals by day and night without delay;
		(g)	she shall have on board all certificates, documents and equipment required from time to time by an applicable law to enable her to perform the charter service without delay;
		(h)	she shall comply with the description in Gas Form C the OCIMF Hamenlsed Vessel Particulars Questionnaire appended
			hereto as Appendix A, provided however that if there is any conflict between the provisions of this questionnaire and any other provision, including this Clause 1, of this charter such other provisions shall govern;
		(i)	her ownership structure, flag, registry, classification society and management company shall not be changed without Charterers’ prior approval which not to be unreasonably withheld;
Safety Management		(j)	Owners or Owners appointed Vessel Managers, will operate:
			(i)		a safety management system certified to comply with the International Safety Management Code (ISM Code) for the Safe Operation of Ships and for Pollution Prevention;
			(ii)		a documented safe working procedures system (including procedures for the identification and mitigation of risks);
			(iii)		a documented environmental management system;
			(iv)		documented accidental/incident reporting system compliant with flag state requirements;
		(k)	Owners shall submit to Charterers a monthly written report detailing all accidents/incidents and environmental reporting requirements, in accordance with the Shell Safety and Environmental Monthly Reporting Template appended hereto as Appendix B;
		(l)	Owners shall maintain Health Safety Environmental (HSE) records sufficient to demonstrate compliance with the requirements of their HSE system and of this charter, Charterers reserve the right to confirm compliance with SHE requirements by audit of Owners.
		(m)	owners will arrange at their expense for a 3rd party SIRE inspection to be carried out at intervals of 5 six months plus or minus 15 (fifteen) thirty days,after Charterer’s SIRE inspection. 3rd Party SIRE is for Owner’s account, but Shell SIRE is for Charterer’s account.
Shipboard Personnel	2.	(a)	At the date of delivery of the vessel under this charter and throughout the charter period:
			(i)		she shall have a full and efficient complement of master, officers arid crew for a

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

And their Duties	vessel of her tonnage, who shall in any event be not less than the number required by the laws of the flag state and who shall be trained to operate the vessel and her equipment competently and safely;
	(ii)	all shipboard personnel shall hold valid certificates of competence in accordance with the requirements of the law of the flag state;
	(iii)	all shipboard personnel shall be trained in accordance with the relevant provisions of the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1995 or any additions, modifications or subsequent versions thereof;

___________

* Delete as appropriate

			(iv)	there shall be on board sufficient personnel with agood working knowledge of the English language to enable cargo operations at loading and discharging places to be carried out efficiently and safely and to enable communications between the vessel and those loading the vessel or accepting discharge there from to be carried out quickly and efficiently;
			(v)	the terms of employment of the vessels staff and crew will always remain acceptable to The International Transport Workers Federation and the vessel will at all times carry a Blue card or its bona fide equivalent;
			(vi)	the nationality of the vessels officers given in the OCIMF Vessel Particulars Questionnaire referred to in Clause 1(h) willnot change without Charterers prior agreement
		(b)	Owners guarantee that throughout the charter service the master shall with the vessel’s officers and crew, unless otherwise ordered by Charterers;
			(i)	prosecute all voyages with the utmost dispatch;
			(ii)	render all customary assistance; and
			(iii)	load and discharge cargo as rapidly as possible when required by Charterers or their agents to do so, by night or by day, but always in accordance with the laws of the place of loading or discharging (as the case may be) and in each case in accordance with any applicable laws of the flag state.
Duty to Maintain	3.	(a)	Throughout the charter service Owners shall, whenever the passage of time, wear and tear or any event (whether or not coming within Clause 27 hereof) requires steps to be taken to maintain or restore the conditions stipulated in Clauses 1 and (2a), exercise due diligence so to maintain or restore in a vessel.
		(b)	If at any time whilst the vessel is on hire under this charter the vessel fails to comply with the requirements or Clauses 1, 2(a) or 10 then hire shall be reduced to the extent necessary to Indemnify Charterers for such failure. If and to the extent that such failure affects the time taken by the vessel to perform any services under this Charter, hire shall be reduced by an amount equal to the value calculated at the rate hire, of the time so lost. Any reduction of hire under this sub-Clause (b) shall be without prejudice to any other remedy available to Charterers, but where such reduction of hire is in respect of time lost, such time shall be excluded from any calculation under Clause 24.
		(c)	If Owners are in breach of their obligations under Clause 3(a)), Charterers may so notify Owners in writing and if, after the expiry of 30 days following the receipt by Owners of any such notice, Owners have failed to demonstrate to Charterers’ reasonable satisfaction the exercise due diligence as required in Clause 3(a), the vessel shall be off-hire, and no further hire payments shall be due, until Owners have so demonstrated that they are exercising such due diligence.
		(d)	Owners shall advise Charterers immediately, in writing, should the vessel fall an inspection by, but not limited to, a governmental and/or port state authority, and/or terminal and/or major charterer of similar tonnage. Owners shall simultaneously advise Charterers of their proposed course of action to remedy the defects which have caused the failure of such inspection.
		(e)	If, in Charterers reasonably held view:
			(i)	failure of an inspection, or,
			(ii)	any finding of an inspection,
			referred to in Clause 3(d), prevents normal commercial operations then Charterers have the option to place the vesseloff-hire from the date and time that the vessel fails such inspection, or becomes commercially inoperable, until the date and time that thevessel passes a re-inspection by the same organization, or becomes commercially operable, which shall be in a position no less favourable to Charterers than at which she went off-hire.
		(f)	Furthermore, at any time while the vessel is off-hire for a consecutive period of thirty (30) days under this Clause 3, (with the exception of Clause 3(e)(ii)). Charterers have the option to terminate this charter by giving notice in writing with effect from the date on which such notice of termination is received by Owners or from any later date stated in such notice. This sub-Clause (f) is without prejudice to any rights of

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

		Charterers orobligations of Owners under this charter or otherwise (including without limitation Charterers’ rights under Clause 21 hereof).
Period	4.	(a)	Owners agree to let and Charterers agree to hire the vessel for a period of Five (5) years (the “Firm Period’’), plus three (3) optional periods of one (1) year each, the “First Optional Period”, “Second Optional Period” and “Third Optional Period” respectively, and each an ‘‘Optional Period” in Charterers’ option. Bach Optional Period to be declared no later than one hundred twenty (120) days prior to expiry of the Firm Period or, as the case may be, the preceding Optional Period. The final period under this charter (whether the Firm Period or one of the Optional Periods) shall be
Trading Limits and Safe Places			plus or minus up to 30days in Charterers option, commencing from the time and date of delivery of the vessel, for the purpose of carrying all lawful merchandise (subject always to Clause 28) including in particular;
			___________ In any part of the world, Worldwide always within INL (Institute Navigation Limits) and remain in, always afloat excluding Iraq, Iran, Cuba, Turkish-occupied Cyprus, Lebanon, Namibia, Syria, Sudan, Yemen, Cambodia, Ethiopia, North Korea, Somalia and countries sanctioned by the UN, USA and/or EU and/or the country of the vessel or countries being at war or warlike area. Vessel never to trade in ice. Any current excluded area that during the course of the time charter becomes an industry standard and owners can accept to call at shall be reinstated as part of the trading range i.e. the time charter is for worldwide trading
			as Charterers shall direct, subject to the limits of the current British Institute Warranties and any subsequent amendments thereof. Notwithstanding the foregoing, but subject to Clause 35, Charterers may order the vessel to ice-bound waters or to any part of the world outside such limits provided that Owners consent thereto (such consent not to be unreasonably withheld) and that Charterer pay for any insurance premium required by the vessel’s underwriters as aconsequence or such order.
		(b)	Any time during which the vessel is off-hire under this charter may be added to the charter period in Charterers option up to the total amount of time spent off-hire. In such cases the rate of hire will be that prevailing at the time the vessel would, but for the provisions of this Clause, have been redelivered.
		(c)	Charterers shall use due diligence to ensure that the vessel is only employed between and at safe places (which expression when used in this charter shall include ports, berths, wharves, docks, anchorages, submarine lines, alongside vessels or lighters, and other locations including locations at sea) where she can safely lie always afloat. Notwithstanding anything contained in this or any other clause of this charter, Charterers do not warrant the safety of any place to which they order the vessel and shall be under no liability in respect thereof except for loss ordamage caused by their failure to exercise due diligence as aforesaid. Subject as above, the vessel shall be loaded and discharged at any places as Charterers may direct, provided that Charterers shall exercise due diligence to ensure that any ship-to-ship transfer operations shall conform to standards not less than those set out in the latest published edition of the ICS/OCIMF Ship-to-Ship Transfer Guide.
		(d)	Unless otherwise agreed, the vessel shall be delivered by Owners dropping outward pilot at a port in under vapours and heel of LPG, Commercial Propane and/or Butane, ready to load, at one safe berth/anchorage, safely afloat or at the Builder’s yard and provided the vessel has passed the Shell Ship Quality Assurance process prior to or concurrently with delivery of the vessel from the Builder to the Owner pursuant to the Shipbuilding Contract. Should the Owner elect to perform gas trials following delivery of the vessel to them from the Builder, delivery by Owners hereunder will be at the gas trial site in Korea. If the gas trials take place at any other location, then the alternative location to be nominated to the Charterer for their acceptance, such acceptance shall not be unreasonably withheld.
			________ at Owners’ option and redeliveredRedeliveryto owners shall bedropping outward pilot at a port inat last discharge port worldwide
			____________at Charterers’ option.
		(e)	The vessel will deliver with last cargo(es) of N/A and will redeliver with last cargo(es) of LPG
		(f)	Owners are required to give Charterers where applicable 30 days firm 15/10/5/3/1days prior notice of delivery and Charterers are required to give Owners where applicable 40, 30 days and firm 15/10/5/3/1days prior notice of redelivery.

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

Laydays/ Canceling	5.	The vessel shall not be delivered to Charterers beforepursuant to the Shipbuilding Contractand Charterers shall have the option of cancelling this charter if the vessel is not ready and at their disposal on or before the cancelling date under the Shipbuilding Contract as this may be extended pursuant to the terms of the Shipbuilding Contract. The Owners shall keep the Charterers informed of any such extension of the cancelling date under the Shipbuilding Contract. Should the Owners elect to perform gas trials following delivery of the vessel to them from the Builder, the vessel shall be delivered to Charterers promptly following completion of the gas trials provided that the vessel has passed the Shell Ship Quality Assurance Process.
Owners to Provide	6.	Owners undertake to provide and to pay for all provisions, wages (Including but not limited to all overtime payments), and shipping and discharging fees and all other expenses of the master, officers and crew; also, except as provided in Clauses 4, and 34and Additional Clause 4hereof, for all insurance on the vessel, for all deck, cabin and engine-room stores, and for water; for all drydocking, overhaul, maintenance and repairs to the vessel: and for all fumigation expenses and de-rat certificates. Owners’ obligations under this Clause 6 extend to all liabilities for customs or import duties arising at any time during the performance of this charter in relation to the personal effects of the master, officers and crew, and in relation tothe stores, provisions and other matters aforesaid which Owners are to provide and pay for and Owners shall refund to Charterers any sums Charterers or their agents may have paid or been compelled to pay in respect of any such liability, Any amounts allowable in general average for wages and provisions and stores shall be credited toCharterers insofar as such amounts are in respect of a Period when the vessel is on-hire.
Charterers to Provide	7.	(a)	Charterers shall provide and pay for all fuel (except fuel used for domestic services), towage and pilotage and shall pay agency fees, port charges, commissions, expenses of loading and unloading cargoes, canal dues and all charges other than those payable by Owners in accordance with Clause 6 hereof, provided that all charges for the said items shall be for Owners’ account when such items are consumed, employed or incurred for Owners’ purposes or while the vessel is off-hire (unless such items reasonably relate to any service given or distance made good and taken into account under Clause 21 or 22); and provided further that any fuel used in connection with a general average sacrifice or expenditure shall be paid for by Owners.
		(b)	In respect of bunkers consumed for Owners purposes these will be charged on each occasion by Charterers on a first-in-first-out basis valued on the prices actually paid by Charterers.
		(c)	If the trading limits of this charter include ports in the United States of America and/or its protectorates then Charterers shall reimburse Owners for port specific charges relating to additional premiums charged by providers or all pollution cover, when incurred by the vessel calling at porta in the United States of America and/or its protectorates in accordance with Charterers orders.
Rate of Hire	8.	Subject as herein provided, Charterers shall pay for the use and hire of the vessel at the rate of United States Dollars Eight hundred Ninety Nine Thousand Nine Hundred (US$ 899,900) per month for the Firm Period; United States Dollar, Nine Hundred Seventy Five Thousand (US$ 975,000) per month for the First Optional Period; United States Dollars One Million Seventy Five Thousand (US$ 1,075,000) per month for the Second Optional Period; and United States Dollar, One Million One Hundred Seventy Five Thousand (US$ 1,175,000) per month for the Third Optional Periodper day, and pro rata for any part of a month day; from the time and date of her delivery (GMTlocal time) to Charterers until the time and date of redelivery (GMTlocal time) to Owners. The respective option rate shall be charged from the anniversary date of the delivery of the vessel.
Payment of Hire	9.	Subject to Clause 3(c) and 3(e), payment of hire shall be made in immediately available funds to: Owners designated bank account without any discount.
		Payment of charter hire stipulated in this Charter Party to be assigned to the bank nominated by the Owners. Account:
		in United States Dollars per calendar month in advance, less:
			(i)	any hire paid which Charterers reasonably estimate to relate to off-hire periods, and;
			(ii)	any amounts disbursed on Owners’ behalf, any advances and commission thereon, and charges which are for Owners’ account pursuant to any provision hereof, and;
			(iii)	any amounts due or reasonably estimated to become due to Charterers under Clause 3(c) or 24 hereof
		any such adjustments to be made at the due date for the next monthly payment after the facts

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

		have been ascertained. Charterers shall not be responsible for any delay or error by Owners’ bank in crediting Owners’ account provided that Charterers have made proper and timely payment. In default of such proper and timely payment:
		(a)	Owners shall notify Charterers of such default and Charterers shall within seven days of receipt of such notice pay to Owners the amount due, including interest, failingwhich Owners may withdraw the vessel from the service of Charterers without prejudice to any other rights Owners may have under this charter or otherwise: and
		(b)	Interest on any amount due but not paid on the due date shall accrue from the day after that date up to and including theday When payment is made, at a rate per annum which shall be 1% above the U.S. Prime Interest Rate as published by the Chase Manhattan BankWall Street Journalin New York at 12.00 New York time on the due date, or, if no such interest rate is published on that day, the interest rate published on the next preceding day on which such a rate was so published, computed on the basis of a 360 day year of twelve 30-day months, compounded semi-annually
Space Available to Charterers	10.	The whole reach, burthen and decks on the vessel and any passenger accommodation (including Owners’ suite) shall beat Charterers’ disposal, reserving only proper and sufficient space for the vessels master, officers, crew, tackle, apparel, furniture, provisions and stores, provided that the weight of stores on board shall not, unless specially agreed, exceed [to be confirmed prior to delivery) tonnes at any time during the charter period.
Segregated Ballast	11.	In connection with the Council of the European Union Regulation on the implementation of MO Resolution A747(18) Owners will ensure that the following entry is made on the International Tonnage Certificate (1989) under the section headed “remarks”: “The segregated ballast tanks comply with the Regulation 13 of Annex 1 of the international Convention for the prevention of pollution from ships, 1973, as modified by the Protocol of 1978 relating thereto, and the total tonnage of such tanks exclusively used for the carriage of segregated water ballast is         The reduced gross tonnage which should be used for the calculation of tonnage based fees is    ”.
Instructions And Logs	12.	Charterers shall from time to time give the master all requisite instructions and selling directions, and the master shall keep a full and, correct log of the voyage or voyages, which Charterers or their agents may inspect as required. The master shall when required furnish Charterers or their agents with a true copy of such log and with property completed loading and discharging port sheets and voyage reports for each voyage and other returns as Charterers may require. Charterers shall be entitled to take copies at Owners’ expense of any such documents which are not provided by the master.
Bills of Lading	13.	(a)	The master (although appointed by Owners) shall be under the orders and direction of Charterers as regards employment of the vessel, agency and other arrangements, and shall sign Bills of Lading as Charterers or their agents may direct (subject always to Clauses 35 (a) and without prejudice to this charter. Charterers hereby indemnify Owners against all consequences or liabilities that may arise;
			(i)	from signing Bills of lading in accordance with the directions of Charterers or their agents, to the extent that the terms of such Bills of Lading fall to conform to the requirements of this charter (including, without limitation, the provisions of Additional Clauses 3 and 42), or (except as provided in Clause 13(b) from the master otherwise complying with Charterers’ or their agents’ orders;
			(ii)	from any irregularities in papers supplied by Charterers or their agents.
		(b)	If Charterers by telex, facsimile or other form of written communication that specifically refers To this Clause request Owners to discharge a quantity of cargo either without Bills of Lading and/or at a discharge place other than that named in a Bill of Lading and/or that is different from the Bill of Lading quantity, then Owners shall discharge such cargo in accordance with Charterer’s instructions in consideration of receiving the following indemnity which shall be deemed to be given by Charterers on each and every such occasion and which is limited in value to 200% of the CIF value of the cargo carried on board;
			(i)	Charterers shall indemnify Owners and Owners’ servants and agents in respect of any liability loss or damage of whatsoever nature (including legal costs as between attorney or solicitor and client and associated expanses) which Owners may sustain by reason of delivering such cargo in accordance with Charterers’ request.
			(ii)	If anyproceeding is commenced against Owners or any of owners’ servants or agents in connection with the vessel having delivered cargo in accordance with such request, Charterers shall provide Owners or any of Owners’ servants or agents from time to time on demand with sufficient funds to defend the safe proceedings.
			(iii)	If the vessel or any other vessel or property belonging to Owners should be arrested or detained, or if the arrest or detention thereof should be threatened, by reason of discharge in accordance with Charterers instruction as aforesaid, Charterers shall provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

				release of such vessel or property and Charterers shall indemnify Owners in respect of any loss, damage or expenses caused by such arrest or detention whether or not same may be justified.
			(iv)	Charterers shall, if called upon to do so at any time while such cargo is in Charterers’ possession, custody or control, redeliver the same to Owners.
			(v)	As soon as all original Bills of Lading for the above cargo which name as discharge port the place where delivery actually occurred shall have arrived and/or come into Charterers’ possession, Charterers shall produce and deliver the same to Owners whereupon Charterers’ liability hereunder shall cease. Provided however, if Charterers have not received all such original Bills of Lading by 24.00 hours on the day 36 calendar months after the date of discharge, that this indemnity shall terminate at that time unless before that time Charterers have received from Owners written notice that:
				a)	Some person is making a claim in connection with Owners delivering cargo pursuant to Charterers request or,
				b)	legal proceedings have been commenced against Owners and/or carriers and/or Charterers and/or any of their ·respective servants or agents and/or the vessel for the same reason. When Charterers have received such a notice, then this indemnity shall continue in force until such claim or legal proceedings are settled. Termination of this indemnity shall not prejudice any legal rights a party may have outside this indemnity
			(vi)	owners shall promptly notify Charterers if any person (other than a person to whom Charterers ordered cargo to be delivered) claims to be entitled to such cargo and/or if the vessel or any other property belonging to Owners is arrested by reason or any such discharge of cargo.
			(vii)	This indemnity shall be governed and construed in accordance with the English law and each and any dispute arising out of or in connection with this indemnity shall be subject to the Jurisdiction of the High Court of Justice of England.
		(c)	Owners warrant that the Master will comply with orders to carry and discharge against one or more Bills of Lading from a set of original negotiable Bills of Lading should Charterers so require,
Conduct Vessel’s Personnel	14.	If Charterers complain of the conduct of the master or any of the officers or crew, Owners shall immediately investigate the complaint. If the complaint proves to be well founded, Owners shall, without delay, make a change in the appointments and Owners shall in any event communicate the result of their investigations to Charterers as soon as possible.
Bunkers at Delivery and Redelivery	15.	Charterers shall accept and pay for all bunkers on board at the time of delivery, and Owners shall on redelivery (whether it occurs at the end of the charter or on the earlier termination of this charter) accept and pay for all bunkers remaining on board, at the price actually paid, on a first-in-first-out basis. Such prices are to be supported by paid invoices. Vessel to be delivered to and redelivered from the charter with, at least, a quantity of bunkers on board sufficient to reach the nearest main bunkering port but always with a minimum quantity of bunkers for nine (9) days full steaming at Service Speed pursuant to Clause 24 of this Charter Party. Owners shall provide an estimate of bunkers on board at Delivery with the seven (7) days firm delivery notice pursuant to Clause 4(e) of this Charter Party, and shall update estimated Bunkers at Delivery with each subsequent delivery notice. Notwithstanding anything contained in this charter all bunkers on board the vessel shall, throughout the duration of this charter, remain the property of Charterers and can only be purchased on the terms specified in the charter at the end of the charter period or, if earlier, at the termination of the charter.
Stevedores Pilots, Tugs	16.	Stevedores, when required, shall be employed and paid by Charterers, but this shall not relieve Owners from responsibility at all times for proper stowage, which must be controlled by the master who shall keep a strict account of all cargo loaded and discharged. Owners hereby indemnify Charterers, their servants and agents against all losses, claims, responsibilities and liabilities arising in any way whatsoever from the employment or pilots, tugboats or stevedores, who although employed by Charterers shall be deemed to be the servants of and in the service of Owners and under the instructions (even if such pilots, tugboat personnel or stevedores are in fact the servants of Charterers their agents or any affiliated company); provided, however, that;
		(a)	the foregoing indemnity shall not exceed the amount to which Owners would have been entitled to limit their liability if they had themselves employed such pilots, tugboats or stevedores, and
		(b)	Charterers shall be liable for any damage to the vessel caused by or arising out of the use of stevedores, fair wear and tear excepted, to the extent that Owners are unable by the exercise of due diligence to obtain redress therefor from stevedores.
Super-Numeraries	17.	Charterers may send representatives in the vessel’s available accommodation upon any voyage made under this charter, Owners finding provisions and all requisites as supplied to officers, except alcohol, Charterer’s paying at the rate of United States Dollars 15 (fifteen) per day for each representative while on board the vessel. Such representatives to sign the LOI in Owners P&I club wording prior to

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

		joining the Vessel.
Sub-letting/	18.	Charterers may sub-let the vessel for voyage charter only, but shall always remain responsible to Owners for due fulfilment of
Assignment/Novation		this charter. Additionally Charterers may assign or novate this charter to any company of the Royal Dutch/Shell Group of Companies. Subject to Additional Clause 35 Owners may assign their benefits under this Charter to any bank or financial institution providing finance for the purchase of the vessel.
Final Voyage	19.	If when a payment of hire is due hereunder Charterers reasonably expect to redeliver the vessel before the next payment or hire would fall due, the hire to be paid shall be assessed on Charterers’ reasonable estimate of the time necessary to complete Charterers’ programme up to redelivery, and from which estimate Charterers may deduct amounts due or reasonably expected to become due for;
		(a)	disbursements on Owners’ behalf or charges for Owners’ account pursuant to any provision hereof, and;
		(b)	bunkers on board at redelivery pursuant to Clause 15
		Promptly after redelivery any overpayment shall be refunded by Owners or any underpayment made good by Charterers.
		If at the time this charter would otherwise terminate in accordance with Clause 4 the vessel is on a ballast voyage to a port of redelivery or is upon a laden voyage, Charterers shall continue to have the use of the vessel at the same rate and conditions as stand herein for as long as necessary to complete such ballast voyage, or to complete such laden voyage and return to a port of redelivery as provided by this charter, as the case may be.
Loss of Vessel	20.	Should the vessel be lost, this charter shall terminate and hire shall cease at noon on the day of her loss; should the vessel be a constructive total loss, this charter shall terminate and hire shall cease at noon on the day on which the vessel’s underwritters agree that the vessel is a constructive total loss; should the vessel be missing, this charter shall terminate and hire shall cease at noon on the day on which she was last heard of. Any hire paid in advance and not earned shall be returned to Charterers and Owners shall reimburse Charterers for the value of the estimated quantity of bunkers m on board at the time of termination, at the price paid by Charterers at the last bunkering port.
Off-hire	21.	(a)	On each and every occasion that there is loss of time (whether by way of interruption in the vessel’s service or, from reduction in the vessel’s performance, or in any other manner)
			(i)	due to deficiency of personnel or stores; repairs; gas-freeing for repairs; time in and waiting to enter dry dock for repairs; breakdown (whether partial or total) of machinery, boilers or other parts of the vessel or her equipment (including without limitation tank coatings); overhaul, maintenance or survey; collision, stranding, accident or damage to the vessel; or any other similar cause preventing the efficient working of the vessel; and such loss continues for more than three consecutive hours (if resulting from interruption in the vessel’s service) or cumulates to more than three hours (if resulting from partial loss of service); or;
			(ii)	due to industrial action by ship’s crew or Owners appointed managers or agents, refusal to sail, breach of orders or neglect of duty on the part of the master, officers or crew; or;
			(iii)	for the purpose of obtaining medical advice or treatment for or landing any sick or injured parson (other than a Charterers’ representative carried under Clause 17 hereof) or for the purpose of landing the body of any person (other than a Charterers’ representative), and such loss continues for more than three consecutive hours; or;
			(iv)	due to any delay in quarantine arising from the master, officers or crew having had communication with the shore at any infected area without the written consent or instructions of Charterers or their agents, or to any detention by customs or other authorities caused by smuggling or other infraction of local law on the part of the master, officers, or crew; or;
			(v)	due to detention of the vessel by authorities at home or abroad attributable to legal action against or breach of regulation by the vessel, the vessel’s owners, or Owners (unless brought about by the act or neglect of Charterers); then; without prejudice to Charterers’ rights under Clause 3 or to any other rights of Charterers hereunder, or otherwise, the vessel shall be off-hire from the commencement of such loss of time until she is again ready and in an efficient state to resume her service from a position not less favourable to Charterers than that at which such loss of time commenced; provided, however, that any service given or distance made good by the vessel whilst off-hire shall be taken into account in assessing the amount to be deducted from hire.
		(b)	If the vessel fails to proceed at any guaranteed speed pursuant to Clause 24, and such failure arises wholly or partly from any of the causes sat out in Clause 21(a) above, then the period for which the vessel shall be off-hire under this Clause 21 shall be the difference between;
			(i)	the time the vessel would have required to perform the relevant service at such guaranteed speed, and
			(ii)	the time actually taken to perform such service (including any loss of time arising from

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

			Interruption in the performance of such service),
			For the avoidance of doubt, all time included under (ii) above shell be excluded from any computation under Clause 24
		(c)	Further and without prejudice to the foregoing, in the event of the vessel deviating (which expression includes without limitation putting back, or putting into any port other than that to which she is bound under the instructions of Charterers) for any cause or purpose mentioned in Clause 21(a), the vessel shall be off-hire from the commencement of such deviation until the time when she is again ready and in an efficient state to resume her service from a position not less favourable to Charterers than that at which the deviation commenced, provided, however, that any service given or distance made good by the vessels whilst so off-hire shall be taken into account in assessing the amount to be deducted from hire. If the vessel, for any cause or purpose mentioned in Clause 21 (a), puts into any port other than the port to which she is bound on the instructions of Charterers, the port charges, pilotage and other expenses at such port shall be borne by Owners. Should the vessel be driven into any port or anchorage by stress of weather hire shall continue to be due and payable during any time lost thereby.
		(d)	If the vessel’s flag state becomes engaged in hostilities, and Charterers in consequence of such hostilities find it commercially impracticable to employ the vessel and have given Owners written notice thereof than from the date of receipt by Owners of such notice until the termination of such commercially impracticability the vessel shall be off-hire and Owners shall have the right to employ the vessel on their own account.
		(e)	Time during which the vessel is off-hire under this charter shall count as part of the charter period except where Charterers declare their option to add off-hire periods under Clause 4 (b)).
		(f)	All references to time in this charter party shall be references to local time except where otherwise stated.
		(g)	Notwithstanding the provisions of Clause 21(a through f) hereof, loss of time due to any of the reasons specified therein or to cleaning of boilers and/or opening up of pistons and/or overhauling of engines, class survey and minor machinery repair, shall be allowed on hire up to a total calculated at the rate of 96 hours per year or pro rata for part of a year.
Periodical	22.	(a)	The vessels are newbuildings 110 no drydocking is planned during the initial main period of this Charter party, except for emergency. First drydocking is scheduled about sixty (60) months after delivery of each vessel Owners to keep Charterers closely advised about each ships dry docking schedule.
			Owners shall propose the port of drydocking and such port is to be subject to Charterers acceptance which is not to be unreasonably withheld.
			Owners have the right and obligation to drydock the vessel, at regular intervals of Owners will provide Charterers with 60 days notice of any drydock intentions to allow Charterers to plan voyages accordingly.
			Charterers shall release the vessels at last discharge port to Owners for the purpose of owners dry-docking the vessel. Owners shall put the vessel in drydock at their expense as soon as practicable after Charterers place the vessel at Owners’ disposal clear of cargo including tank washings and residues.
			Offhire period to be assessed per Cl.21.a of the Agreement. Offhire claimable under the Charter shall be added to the Charter period, at Charterer’s option, at the prevailing charter rate at the time the offhire
Drydocking			On each occasion Owners shall propose to Charterers a date on which they wish to drydock the vessel, not less than 30 days     before such date, and Charterers shall offer a port for such periodical drydocking and shall take all reasonable steps to make the vessel available as near to such date as practicable. Owners shall put the vessel in drydock at their expense as soon as practicable after Charterers place the vessel at Owners’ disposal clear of cargo other than tank washings and residues. Owners shall be responsible for and pay for the disposal into reception facilities of such tank washings and residues and shall have the right to retain any monies received therefor without prejudice to any claim for loss of cargo under any Bill of Lading or this charter.

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

.

		(b)	If a periodical drydocking is carried out in the port offered acceptedby Charterers or otherwise mutually agreed(which must have suitable accommodation for the purpose and reception facilities for tank washings and residues), the vessel shall be off-hire from the time she arrives at such port until drydocking is completed and she is in every way ready to resume Charterers’ service and is at the position at which she went off-hire or a position no less favourable to Charterers, whichever she first attains. However;
			(i)	provided that Owners exercise due diligence in gas-freeing, any time lost in gas-freeing to the standard required for entry into drydock for cleaning and painting the hull shall not count as off-hire, whether lost on passage to the drydocking port or after arrival there (notwithstanding Clause 21), and;
			(ii)	any additional time lost in further gas-freeing to meet the standard required for hot work or entry lo cargo tanks shall count as off-hire, whether lost on passage to the drydocking port or after arrival there
				Any time which, but for sub-Clause (i) above, would be off-hire, shall not be included in any calculation under Clause 24.
				The expenses of gas-freeing, including without limitation the cost of bunkers, shall be for the Owners account.
		(c)	If Owners require the vessel, instead of proceeding to the offered port, to carry out periodical drydocking at a special port selected by them and not agreed by the Charterers, the vessel shall be off-hire from the time when she is released to proceed to the special port until she next presents for loading in accordance with Charterers’ instructions, provided, however, that Charterers shall credit Owners with the time which would have been taken on passage at the service speed had the vessel not proceeded to drydock. All fuel consumed shall be paid for by owners but Charterers shall credit Owners with the value of the fuel which would have been used on such notional passage calculated at the guaranteeddaily consumption for the service speed, and shall further credit Owners with any benefit they may gain in purchasing bunkers at the special port.
		(d)	Charterers shall, insofar as cleaning for .periodical drydocking may have reduced the amount of tank-cleaning necessary to meetCharterers’ requirements, credit Owners with the value of any bunkers which Charterers calculate to have been saved thereby, whether the vessel drydocks at an offered or aspecial port.
Ship Inspection	23.	Charterers shall have the right at any time during the charter period to make such inspection of the vessel as they may consider necessary. This right may be exercised as often and at such intervals as Charterers in their absolute discretion may determine and whether the vessel is in port or onpassage. Owners affording all necessary co-operation and accommodation on board provided, however:
		(a)	That neither the exercise nor the non-exercise, nor anything done or not done in the exercise or non-exercise, by Charterers of such right shall in any way reduce the master’s or Owners’ authority over, or responsibility to Charterers or third parties for, the vessel and every aspect of her operation, nor increase Charterers’ responsibilities to Owners or third parties for the same; and;
		(b)	That Charterers shall not be liable for any act, neglect or default by themselves, their servants or agents in the exercise of non-exercise of the aforesaid right.
		(c)	Charterers representatives to sign Owners P&I Club letter of indemnity prior to boarding.
Detailed Description and Performance	24.	(a)	Owners guarantee that the speed and consumption of the vessel shall be as follows:
			Average speed in knots		Maximum average bunker consumption per day
			Laden		Main propulsion fuel oil/diesel oil tonnes	Auxiliaries fuel oil/diesel oil tonnes
			11.0 12.0 13.0 14.0 15.0 16.0 16.5
			_________		____/_____	____/_____
			_________		____/_____	____/_____
			_________		____/_____	____/_____
			Ballasi

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

	11.5 12.0 13.0 14.0 15.0 16.0 16.5
	_________		____/_____	____/_____
	_________		____/_____	____/_____
	_________		____/_____	____/_____
	Provisional speed and consumption range between 13.0 – 16.5 knots, ballast & laden, based the speed & consumption curves from the shipbuilding contract, to be reviewed six (6) months after delivery of the vessel.  Charterers to order the vessel at various speeds, laden & ballast, during that six (6) months after delivery period.  Final speed & consumption guarantees, up-to Beaufort wind and wave scale 4, basis about 13.0 to 16.5 knots (+/- 0.5 knots) to be agreed after six (6) months and based upon the actual performance of each vessel.
	The foregoing bunker consumptions are for all purposes except cargo heatingcooling and tank cleaning inerting And shall be pro-rated between the speeds shown. The service speed of the vessel if 16.5 knots laden and 16.5 knots in ballast and in the absence of Charterers’ orders to the contrary the vessel shall proceed at the service speed.  In Addition to the above Warranted Speeds and Consumptions, Charterers shall be entitled to order the Vessel to slow steam down to eleven knots laden (11.0 knots) and eleven point five knots ballast (11.5 knots), always excluding transits through recognized Piracy Zones.
	However if more than one laden and one ballast speed are shown in the table above Charterers shall have the right to order the vessel to steam at any speed within the range set out in the table (the “ordered speed”) If the vessel is ordered to proceed at any speed other than the highest speed shown in the table, and the average speed actually attained by the vessel during the currency of such order exceeds such ordered speed plus 0.5 knots (the “Maximum recognised speed”), then for the purpose of calculating a decrease of hire under this Clause 24 the maximum recognized speed shall be used in place of the average speed actually attained.
	For the purposes of this charter the “guaranteed speed” at any time shall be the then-current ordered speed or the service speed, as the case may be. The average speeds and bunker consumptions shall for the purposes of this Clause 24 be calculated by reference to the observed distance from pilot station FAOP (full away on passage) to pilot station EOSP (end of sea passage) on all sea passages during each period stipulated in Clause 24 (c), but excluding any time during which the vessel is (or but for Clause 22 (b) (i) would be) off-hire and also excluding “Adverse Weather Periods”, being:
	(i)	any periods during which reduction of speed is necessary for safety in congested and/or draft restricted waters or in poor visibility and/or areas such as restricted channels;
	(ii)	any days, noon to noon, when winds or wave exceed force 48 on the Beaufort Scale for more than 12 hours
(b)	If during any year from the date on which the vessel enters service (anniversary to anniversary) the vessel falls below or exceeds the performance guaranteed in Clause 24 (a) then if such shortfall or excess results:
	(i)	From a reduction or an increase in the average speed of the vessel, compared to the speed guaranteed in Clause 24 (a) then an amount equal to the value at the hire rate of the time so lost or gained, as the case may be, shall be included in the performance calculation;
	(ii)	From an increase or a decrease in the total bunkers consumed, compared to the total bunkers which would have been consumed had the vessel performed as guaranteed in Clause 24 (a), an amount equivalent to the value of the additional bunkers consumed or

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

				the bunkers saved, as the case may be, based on the average price paid by Charterers for the vessel’s bunkers in such period, shall be inducted in the performance calculation.
			The results of the performance calculation for laden and ballast mileage respectively shall be  adjusted to take into account the mileage steamed in each such condition during Adverse Weather  Periods, by dividing such addition or deduction by the number of miles over which the  performance has been calculated and multiplying by the same number of miles plus the miles  steamed during the Adverse Weather Periods, in order to establish the total performance calculation for such period.
			Reduction of hire under the foregoing sub-Clause (b) shall be without prejudice to any other remedy available to Charterers.
	(c)	Calculations under this Clause 24 shall be made for the yearly periods terminating on each successive anniversary of the date on which the vessel enters service, and for the period between the last such anniversary and the date of termination of this charter if less than a year. Claims in respect of reduction of hire arising under this Clause during the final year or part  year of the charter period shall in the first instance be settled in accordance with Charterers’ estimate made two months before the end of the charter period following agreement thereon between Charterers and Owners.  Any necessary adjustment after this charter terminates shall be made by payment by owners to Charterers or by Charterers to owners as the case may require.
	(d)	Owners and Charterers agree that this Clause 24 is assessed on the basis that Owners are not entitled to additional hire for performance in excess of the speeds and consumptions given in  this Clause 24. Notwithstanding the above, Owners not to claim for over-performance but any claim from Charterers for under-performance is to be off-set against over-performance.
Salvage	25.	Subject to the provisions of Clause 21 hereof, all loss of time end all expenses (excluding any damage to or loss of the vessel or tortious liabilities to third parties) incurred in saving or attempting to save life or in successful or unsuccessful attempts at salvage shall be borne equally by Owners and Charterers provided that Charterers shall not be liable to contribute towards any salvage payable by Owners arising in any way out of services rendered under this Clause 25 . All salvage and all proceeds from derelicts shall be divided equally between Owners and Charterers after deducting the master’s, officers’ and crew’s share.
Lien	26.	Owners shall have a lien upon all cargoes and all freights, sub-freights and demurrage for any amounts due under this charter; and Charterers shall have a lien on the vessel for all monies paid in advance and not earned, and for all claims for damages arising from any breach by Owners of this charter.
Exceptions	27.	(a)	The vessel, her master and Owners shall not, unless otherwise in this charter expressly provided, be liable for any toss or damage or delay or failure arising or resulting from any act, neglect or default of the master, pilots, mariners or other servants of Owners in the navigation or management of the vessel; fire, unless caused by the actual fault or privity of Owners; collision or stranding; dangers and accidents of the sea; explosion, bursting of boilers, breakage of shafts or any latent defect in hull, equipment or machinery; provided, however, that Clauses 1. 2, 3 and 24 hereof shall be unaffected by the foregoing. Further, neither the vessel, her master or Owners, nor Charterers shall, unless otherwise in this charter expressly provided, be liable for any loss or damage or delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, quarantine restrictions, strikes, lock-outs, riots, restraints of labour, civil commotions or arrest or restraint of princes, rulers or people.
		(b)	The vessel shall have liberty to sail with or without pilots, to tow or go to the assistance of vessels in distress and to deviate for the purpose of saving life or property.
		(c)	Clause 27(a) shall not apply to, or affect any liability of Owners or the vessel or any other relevant person in respect of;
			(i)	loss or damage caused to any berth, jetty, dock, dolphin, buoy, mooring line, pipe or crane or other works or equipment whatsoever at or near any place to which the vessel may proceed under this charter, whether or not such works or equipment belong to Charterers, or;
			(ii)	any claim (whether brought by Charterers or any other person) arising out of any loss of or damage to or in connection with cargo. Any such claim shall be subject to the Hague-Visby Rules or the Hague Rules or the Hamburg Rules, as the case may be, which ought pursuant to Clause 38 hereof to have been incorporated in the relevant Bill of Lading (whether or not such Rules were so incorporated) or, if no such Bill of Lading is issued, to the Hague-Visby Rules unless the Hamburg Rules compulsorily apply in which case to the Hamburg Rules.
		(d)	In particular and without limitation, the foregoing subsections (a) and (b) of this Clause shall not apply to or in any way affect any provision in this charter relating to off-hire or to reduction of hire.
Injurious Cargoes	28.	No acids, explosives or cargoes injurious to the vessel shall be shipped end without prejudice to the foregoing any damage to the vessel caused by the shipment of any such cargo, and the time taken to

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

		repair such damage, shall be far Charterers’ account. No voyage shall be undertaken, nor any goods or cargoes loaded, that would expose the vessel to capture or seizure by rulers or governments.
Grade of Bunkers	29.	Charterers shall supply fuel oil with a maximum viscosity of 380cst IS0-8217 RMG 380 centistokes at 50 degrees centigrade and/or marine diesel oil or marine gas oil DMA IS0-8217 for main propulsion and fuel oil with a maximum viscosity of 380cst IS0-8217 RMG 380 centistokes at 50 degrees centigrade and/or marine diesel oil or marine gas oil DMA ISO-8217 for the auxiliaries. All fuels supplied shall not contain any waste lubricating oil, chemical waste, or any other substances which are not inherent to bunkers. if Owners require the vessel to be supplied with more expensive bunkers they shall be liable for the extra cost  thereof. Charterers warrant that all bunkers provided by them in accordance herewith shall be of a quality complying with ISO Standard 8217 (2005) for Marine Residual Fuels and Marine Distillate Fuels as applicable, and any subsequent amendments thereto.
Disbursements	30.	Should the master require advances for ordinary disbursements at any port, Charterers or their agents shall make such advances to him, in consideration of which Owners shall pay a commission of two and a half per cant, and all such advances and commission shall be deducted from hire.
Laying-up	31.	Subject to Additional Clause 17, Charterers shall have the option, after consultation with Owners, of requiring Owners to lay up the vessel at a safe place nominated by Charterers, in which case the hire provided for under this charter shall be adjusted to reflect any net increases in expenditure reasonably incurred or any net saving which should reasonably be made by Owners as a result of such lay up. Charterers may exercise the said option any number of times during the charter period.
Requisition	32.	Should the vessel be requisitioned by any government, de facto or de jure, during the period of this charter, the vessel shall be off-hire during the period of such requisition, and any hire paid by such governments in respect of such requisition period shall be for Owners’ account. Any such requisition  period shall count as part of the charter period.
Outbreak of War		If war or hostilities break out between any two or more of the following countries:  U.S.A., the countries or republics having been part of the former U.S.S.R. (except that declaration of war or hostilities solely between any two or more of the countries or republics having been part of the former USSR shall be exempted).P.R.C, U.K., Netherlands, then both Owners and Charterers shall have the right to cancel this charter. In the event that war breaks out between any two or more of the following States Netherlands, Singapore, Great Britain, Vessel flag country, South Korea United States of America, People’s Republic of China and Russia) both Owners and Charterers shall have the right of terminating this Time Charter. It is understood that war or actual hostilities means direct war or hostilities between these countries and does not include local hostilities or civil war where any of the above countries support opposing sides. Either party, however, shall not he entitled to terminate this Time Charter on account of minor or local military or narrow operation or economic warfare which will not interfere with the vessel’s trade, have the right to cancel this charter.
Additional War Expenses	34.	If the vessel is ordered to trade in areas where there is war (de facto or de jure) or threat of war, Charterers shall reimburse Owners for any additional insurance premla, crew bonuses and other expenses which are reasonably incurred by Owners as a consequence of such orders, provided that Charterers are given notice of such expenses as soon as practicable and in any event before such expenses are incurred, and provided further that Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of any claims by Owners under their war risk insurance arising out of compliance with such orders, Any payments by Charterers under this clause will only be made against proven documentation. Any discount or rebate refunded to Owners, for whatever reason, in respect of additional war risk premium shall be passed on to Charterers. All claims for additional costs and expenses recoverable by Owners from Charterers under this Clause must be received from Owners by Charterers in writing along with supporting documentation within 45 days of the voyage being completed (where the voyage is deemed to be completed upon completion of discharge and disconnection of hoses at the final discharge port) otherwise Charterers liability for such costs shall be extinguished.
War Risks	35.	(a)	The master shall not be required or bound to sign Bills of Lading for any place which in his or Owners’ reasonable opinion is dangerous or impossible for the vessel to enter or reach owing to any blockade, war, hostilities, warlike operations, civil war, civil commotion or revolutions.) acts of piracy, acts of terrorists, malicious damage by any person, body, terrorist or political group.

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

		(b)	if in the reasonable opinion of the master or Owners it becomes, for any of the reasons set out  in Clause 35(a) or by the operation of international law, dangerous, impossible or prohibited  for the vessel to reach or enter, or to load or discharge cargo at, any place to which the vessel  has been ordered pursuant to this charter (a "place of peril"), then Charterers or their agents  shall be immediately notified in writing or by radio messages, and Charterers shall thereupon  have the right to order the cargo, or such part of it as may be affected, to be loaded or discharged, as the case may be, at any other place within the trading limits of this charter (provided such other place is not itself a place of peril). if any place of discharge is or becomes a place of peril, and no orders have been received from Charterers or their agents  within 48 hours after dispatch of such messages, then Owners shall be at liberty to discharge the cargo or such part of it as may be affected at any place which they or the master may in their or his discretion select within the trading limits of this charter and such discharge shall be deemed to be due fulfilment of Owners' obligations under this charter so far as cargo so discharged is concerned.
		(c)	The vessel shall have liberty to comply with any directions or recommendations as to departure, arrival, routes, ports of call, stoppages, destinations, zones, waters, delivery or in any other wise whatsoever given by the government of the state under whose flag the vessel sails or any other government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority including any de facto government or local authority or by any person or body acting or purporting to act as or with the authority of any such government or local authority or by any committee or person having under the terms of the war risks insurance on the vessel the right to give any such directions or recommendations. if by reason of or in compliance with any such directions or recommendations anything is done or is not done, such shall not be deemed a deviation. if by reason of or in compliance with any such direction or recommendation the vessel does not proceed to any place of discharge to which she has been ordered pursuant to this charter, the vessel may proceed to any place which the master or Owners in his or their discretion select and there discharge the cargo or such part of it as may be affected. Such discharge shall be deemed to be due fulfilment of Owners’ obligations under this charter so far as cargo so  discharged is concerned. Charterers shall procure that all Bills of Lading issued under this charter shall contain the Chamber of Shipping War Risks Clause 1952.
Both to Blame Collision Clause	36.	If the liability for any collision in which the vessel is involved while performing this charter fails to be determined in accordance with the laws of the United States of America, the following provision shall apply: “If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the owners of the cargo carried hereunder will indemnify the carrier against ail loss, or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of the said cargo, paid or payable by the other or non-carrying ship or her owners to the owners of the said cargo and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their  claim against the carrying ship or carrier.” “The foregoing provisions shall also apply where the owners, operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect of a collision or contact.” Charterers shall procure that all Bills of Lading issued under this charter shall contain a provision in the foregoing terms to be applicable where the liability for any collision in which the vessel is  involved falls to be determined in accordance with the laws of the United States of America.
New Jason Clause	37.	General average contributions shall be payable according to York/Antwerp Rules, 1994, as amended from time to time, and shall be adjusted in London in accordance with English law and practice but should adjustment be made in accordance with the law and practice of the United States of America, the following position shall apply: “In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible by statute, contract or otherwise, the cargo, shippers, consignees or owners of the cargo shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.” “If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the cargo and any salvage and special charges thereon shall, if required, be made by the cargo, shippers, consignees or owners of the cargo to the carrier before delivery.” Charterers shall procure that all Bills of Lading issued under this charter shall contain a provision in the foregoing terms, to be applicable where adjustment of general average is made in accordance with the laws and practice of the United States of America.

Code word for this Charter Party

“SHELL TIME4”

Issued December 1984 amended December 2003, Version 1.1 Apr06

Clause Paramount	38.	Charterers shall procure that all Bills of Lading issued pursuant to this charter shall contain the following: “(1)Subject to sub-clause (2) or (3) hereof, this Bill of Lading shall be governed by, and have  effect subject to, the rules contained in the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25th August 1924 (hereafter the “Hague Rules”) as amended by the Protocol signed at Brussels on 23rd February 1968 (hereafter the “Hague-Visby Rules”). Nothing contained herein shall be deemed to be either a surrender by the carrier of any of his rights or immunities or any increase of any of his responsibilities or liabilities  under the Hague-Visby Rules.” “(2)If there is governing legislation which applies the Hague Rules compulsorily to this Bill of Lading, to the exclusion of the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hague Rules. Nothing therein contained shall be deemed to be either a surrender by the carrier of any of his rights or immunities or an increase of any of his responsibilities or liabilities under the Hague Rules.” (3) If there is governing legislation which applies the United Nations Convention on the Carriage of Goods by Sea 1978 (hereafter the Hamburg Rules) compulsorily to this Bill of Lading, to the  exclusion of the Hague-Visby Rules, then this Bill of Lading shall have effect subject to the Hamburg Rules. Nothing therein contained shall be deemed to be either a surrender by the carrier of any of his  rights or immunities or an increase of any of his responsibilities or liabilities under the Hamburg Rules.” “(4)If any term of this Bill of Lading is repugnant to theHague-Visby Rules, or Hague Rules, or Hamburg Rules, as applicable, such term shall be void to that extent but no further.” “(5)Nothing in this Bill of Lading shall be construed as in any way restricting, excluding or  waiving the right of any relevant party or person to limit his liability under any available legislation and/or law.”
Insurance/ITOPF	39.	Owners warrant that the vessel is now, and will, throughout the duration of the charter:
		(a)	be owned or demise chartered by a member of the international Tanker Owners Pollution Federation Limited;
		(b)	be properly entered in _____ P&I Clubs; (Owners to confirm P&I Club latest one month prior to  delivery of the vessel)
		(c)	have in place insurance cover for oil pollution for the maximum on offer through the International Group of P&I Clubs but always a minimum of United States Dollars 1,000,000,000 (one thousand million);
		(d)	have in full force and effect Hull and Machinery insurance placed through reputable brokers on institute Time Clauses or equivalent for the value of United States Dollars _______________ as from time to time may be amended with Charterers approval, which shall not be unreasonably withheld. (Owners to advise H+M value latest one month prior to delivery of the vessel)
		Owners will provide, within a reasonable time following a request from Charterers to do so, documented evidence of compliance with the warranties given in this Clause 39.
Export Restrictions	40.	The master shall not be required or bound to sign Bills of Lading for the carriage of cargo to any place to which export of such cargo is prohibited under the laws, rules or regulations of the country in which the cargo was produced and/or shipped. Charterers shall procure that all Bills of Lading issued under this charter shall contain the following clause; “If any laws rules or regulations applied by the government of the country in which the cargo was produced and/or shipped, or any relevant agency thereof, impose a prohibition on export of the cargo to the place of discharge designated in or ordered under this Bill of Lading, carriers shall be entitled to require cargo owners forthwith to nominate an alternative discharge place for the discharge of the cargo, or such part of it as may be affected, which alternative place shall not be subject to the prohibition, and carriers shall be entitled to accept orders from cargo owners to proceed to and discharge at such alternative place. If cargo owners fall to nominate an alternative place within 72 hours after they or their agents have received from carriers notice of such prohibition, carriers shall be at liberty to discharge the cargo or such part of it as may be affected by the prohibition at any safe place on which they or the master may in their or his absolute discretion decide and which is not subject to the prohibition, and such discharge shall constitute due performance of the contract contained in this Bill of Lading so far as the cargo so discharged is concerned”. The foregoing provision shall apply mutatis mutandis to this charter, the references to a Bill of Lading being deemed to be references to this charter.
Business Principles	41.	Owners will co-operate with Charterers to ensure that the Business Principles, as amended from time to time, of the Royal Dutch/Shell Group of Companies, which are posted on the Shell Worldwide Web (www.Shell.com), are compiled with.
Drugs and Alcohol	42.	(a) Owners warrant that they have in force an active policy covering the vessel which meets or exceeds the standards set out in the “Guidelines for the Control of Drugs and Alcohol On Board Ship” as published by the Oil Companies international Marine Forum (OCIMF) dated

		January 1990 (or any subsequent modification, version, or variation of these guidelines) and that this policy will remain in force throughout the charter period, and Owners will exercise due diligence to ensure the policy is complied with. (b) Owners warrant that the current policy concerning drugs and alcohol on board is acceptable to ExxonMobil and will remain so throughout the charter period.
Oil Major Acceptability	43.	If, at any time during the charter period, the vessel becomes unacceptable to any Oil Major, Charterers shall have the right to terminate the charter.  See Additional Clause 21 – SIRE/CDI Inspection/Approvals
Pollution and Emergency Response	44.	Owners are to advise Charterers of organisational details and names of Owners personnel together with their relevant telephone/facsimile/e-mail/telex numbers, including the names and contact details of Qualified individuals for OPA 90 response, who may be contacted on a 24 hour basis in the event of oil spills or emergencies.
ISPS Code/US MTSA 2002	45.	(a)	(i)	From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) and the US Maritime Transportation Security Act 2002 (MTSA) in relation to the Vessel and thereafter during the currency of this charter, Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) and the owner(as defined by the MTSA) shall comply with the requirements of the ISPS Code relating to the Vessel and “the Company’ and the requirements of MTSA relating to the vessel and the owner. Upon request Owners shall provide documentary evidence of compliance  with this Clause 45(a) (1).
			(ii)	Except as otherwise provided in this charter, loss, damage, expense or delay, caused by ‘failure on the part of Owners or “the Company's/owner to comply with the  requirements of the ISPS Code/MTSA or this Clause shall be for Owners’ account.
		(b)	(i)	Charterers shall provide Owners/Master with their full style contact details and shall  ensure that the contact details of all sub-charterers are likewise provided to Owners/Master. Furthermore, Charterers shall ensure that all sub-charter parties they  enter into during the period of this charter contain the following provision: “The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the charter party, shall ensure that the  contact details of all sub-charterers are likewise provided to the Owners”.
			(ii)	Except as otherwise provided in this charter, loss, damage, expense or delay, caused by failure on the part of Charterers to comply with this sub-Clause 46(b) shall be for Charterers’ account.
		(c)	Notwithstanding anything else contained in this charter costs or expenses related to security regulations or measures required by the port facility of any relevant authority in accordance with the 1SPS Code/MTSA including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for Charterers’ account, unless such costs or expenses result solely from Owners’ negligence in which case such costs or expenses shall be for Owners account. All measures required by Owners to comply with the security plan required by the ISPS Code/MTSA shall be for Owners’ account.
		(d)	Notwithstanding any other provision of this charter, the vessel shalt not be off-hire where there is a loss of time caused by Charterers failure to comply with the ISPS Code/MTSA(when in force ).
		(e)	If either party makes any payment which is for the other party’s account according to this Clause, the other party shall indemnify the paying party.
Law and Litigation	46.	(a)	This charter shall be construed and the relations between the parties determined in accordance with the laws of England.
		(b)	All disputes arising out of this charter shall be referred to Arbitration in London in accordance with the Arbitration Act 1996 (or any re-enactment or modification thereof for the time being in force) subject to the following appointment procedure:
			(i)	The parties shall jointly appoint a sole arbitrator not later than 28 days after service of a request in writing by either party to do so.
			(ii)	If the parties are unable or unwilling to agree the appointment of a sole arbitrator in accordance with (i) then each party shall appoint one arbitrator, in any event not later than 14 days after receipt of a further request in writing by either party to do so. The two arbitrators so appointed shall appoint a third arbitrator before any substantive hearing or forthwith if they cannot agree on a matter relating to the arbitration.
			(iii)	If a party fails to appoint an arbitrator within the time specified in (ii) (the Party in Default), the party who has duly appointed his arbitrator shall give notice in writing to the Party in Default that he proposes to appoint his arbitrator to act as sole arbitrator.
			(iv)	If the Party in Default does not within 7 days of the notice given pursuant to (iii) make The required appointment arid notify the other party that he has done so the other party may appoint his arbitrator as sole arbitrator whose award shall be binding on both parties as if he had been so appointed by agreement.
			(v)	Any Award of the arbitrator(s) shall be final and binding and not subject to appeal.

			(vi)	For the purposes of this clause 46(b)any requests or notices in writing shall be sent by fax, e-mail or telex and shell be deemed received on the day of transmission.
		(c)	It shall be a condition precedent to the right of any party to a stay of any legal proceedings in which maritime property has been, or may be, arrested in connection with a dispute under this charter, that that party furnishes to the other party security to which that other party would have been entitled in such legal proceedings in the absence of a stay.
Confidentiality	47.	All terms and conditions of this charter arrangement shall be kept private and confidential save to the extent either party is obliged to disclose the terms of this charter arrangement by a court of competent jurisdiction, government department or agency thereof or any regulatory body having jurisdiction. In addition, either party is entitled to disclose the terms of this charter (including the outcome of any arbitration proceedings relating thereto) to its professional advisers as well as to the Owner’s guarantor.
Construction	48.	The side headings have been included in this charter for convenience of reference and shall in no way affect the construction hereof.
		Appendix A:		OCIMF Vessel Particulars Questionaire Gas Form C and Q88 for the vessel, as attached, shall be incorporated herein. (Owners to provide when produced)
		Appendix B:		Shell Safety and Environmental Monthly Reporting Template, as attached, shall be incorporated herein.
		Appendix C:		Deed of Quiet Enjoyment, as attached, shall be incorporated herein.
		Appendix D:		Shipbuilding Contract and Technical Specifications for Hull No. S881, between VLGC ALPHA Owning Ltd and Hyundai Samho Heavy Industries Co. Ltd, dated 10th September 2015, with commercial terms blacked out of Shipbuilding Contract, shall be deemed incorporated herein and shall be made available by Owner upon request.
		Appendix E:		Guarantee of TCP obligations, as attached, shall be incorporated herein.
Additional Clauses:		As attached, Additional Clauses 1-47 shall be incorporated herein.

SIGNED FOR OWNERS /s/ Nicolas Tirogalas	SIGNED FOR CHARTERERS /s/ Stephen Thomas Forsyth
FULL NAME NICOLAS TIROGALAS	FULL NAME  STEPHEN THOMAS FORSYTH
POSITION  Attorney-in-fact	POSITION  Regionals Team Leader

Appendix B

SHELLTIME4

Shall Safety and Environmental Monthly Reporting Template	Return to: Shell Trading HSE & Shipping Standards Charterers marked for the attention of:OTS/43
	Fax:	+44(0)20 7934 7472
	Phone:	+44(0)20 7934 8079
	Emails:  STASCOHSEData@shell.com

Time Chartered Vessel Name

Management Company

Month

OIL SPILLS INCIDENTS

(Any amount entering the water) Approximate volume in barrels and brief details

ANY OTHER INCIDENTS

resulting in or having potential for injury,

damage or loss

FOR DEFINITIONS OF INCIDENT CLASSIFICATION AND EXPOSURE HOURS PLEASE SEE OIL COMPANIES INTERNATIONAL MARINE FORUM (OCIMF) BOOKLET ·”Marine Injury Reporting Guidelines” (February 1997) or any subsequent version, amendment, or variation to them

A. No. Of Crew:

B. Days in month /period:

EXPOSURE HOURS (A x B x 24):

LOST TIME INJURIES (LTI’S) Including brief details/any treatments

TOTAL RECORDABLE CASE INJURIES (TRC’S) including brief details/any treatments

PLEASE CONFIRM YOUR RETURN CONTACT DETAILS:

Name:

Phone:

Fax:

Email:

Return for each calendar month - by 10th of following month.

Appendix B

SHELLTIME4

Shall Safety and Environmental Monthly Reporting Template	Return to:  Shell Trading HSE & Shipping Standards Charterers markedfor the attention of:OTS/43
	Fax: +44(0)20 7934 7472
	Phone: +44(0)20 7934 8079
	Emails:  STASCOHSEData@shell.com

Time Chartered Vessel Name

Management Company

Month

Notes:	Please enter zero i.e. “0” where any amount is nil (rather than entering “NII· or N/A”)
	Please do not enter a % sign in the entry boxes for Fuel Sulphur content i.e. if it is 3% then just enter “3”.
	Cargo loaded for LNG vessels should also be reported as tonnes and not as m3.
	If not possible to measure your refrigerants accurately by weighing, please use best estimate

Monthly Consumption - Fuel Oil mt

Sulphur content of Fuel Oil (percentage weight)

Monthly Consumption - Diesel and/or Gas Oil mt

Monthly Consumption (LNG ships only)- Fuel Gases mt

Monthly Distance Steamed

Monthly Cargo Loaded - mt

Halon Release - (ltrS)

Refrigerant Gas - Type

Refrigerant Gas - ROB carried fwd from end last month (kgs)

Refrigerant Gas - Received (kgs)

Refrigerant Gas Consumption - (kgs)

Refrigerant Gas- ROB and of this month (kgs)

Garbage Disposal m3 -At Sea

Garbage Disposal m3 - Incinerated on Board

Garbage Disposal m3 - Sant Ashore

OIL SPILL INCIDENTS

(Other than those entering the water)

Approx. volume & brief details

Return for each calendar month - by 10th of following month

DATED2015

[NAME OF OWNER]

-and-

[NAME OF CHARTERER]

-and-

[NAME OF BANK]

DEED OF QUIET ENJOYMENTm.v. “[                    ]”

DEED OF QUIET ENJOYMENT

Dated:                           2015

BETWEEN:-

(1) [NAME OF OWNER], a company incorporated according to the law of [                     ] whose [registered office] [principal place of business] is at [                                      ] (“the Owner”); and

(2) [NAME OF CHARTERER], a company incorporated according to the law of [            ] whose [registered office] [principal place of business] is at [                                       ] (“the Charterer”); and

(3) [NAME OF· BANK] acting through its office at [[                                       ] (“the Bank”).

WHEREAS:-

(A) The Owner is the sole registered owner of the [            ]¹ flag vessel “[            ]” (“the Vessel”).

(B) By a [time charterparty dated [                     ]  made between the Owner and the Charterer ) (the “Charter”)the Owner has agreed to let and the Charterer has agreed to charter the Vessel on the terms and conditions contained therein.

(C) The Bank has agreed to lend to the Owner an amount not exceeding [                     ]  Dollars ($[                ]) (“the Loan”) on the terms and subject to the conditions set out in a Loan Agreement dated                          20[   made between the Owner and the Bank (“the Loan Agreement”).

(D) Pursuant to the Loan Agreement, and as a condition precedent to the obligation of the Bank to make the Loan available to the Owner, the Owner has executed and delivered in favour of the Bank a [first preferred mortgage (the “Mortgage”)][first priority statutory mortgage] on the Vessel [together with a collateral Deed of Covenants (together “the Mortgage”)], [which bears the same date as this Deed] [dated [                   ].

¹     Insert country of vessel’s registration.

(D) Pursuant to clause [         ] of the Charter the Owner has agreed to procure that the Bank enter into this Deed for the purpose of granting to the Charterer the right of quiet enjoyment in relation to the Vessel contemplated by clause [       ] of the Charter.

THIS DEED WITNESSES as follows:-

1.Definitions and Interpretation

1.1 In this Deed:-

“the Charter” means the charterparty referred to in Recital (B);

“the Charter Period” means the period commencing on the date of the Charter and ending on the date when the Vessel is no longer in the service of the Charterer pursuant to the Charter (whether or not off hire);

“Event of Default” shall have meaning given to it in the Loan Agreement;

“Indebtedness” means the Loan, interest thereon and all other sums due and payable by the Owner to the Bank under the Loan Agreement and the Security Documents. as defined therein;

“Security Documents” means (insert definition from Loan Agreement, with appropriate amendments if necessary];

1.2 Interpretation

In this Deed:-

(a) words denoting the plural number include the singular and vice versa;

(b) words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;

(c) references to Recitals, Clauses and the Appendix are references to recitals and clauses of: and the appendix to, this Deed;

(d) references to this Deed include the Recitals and the Appendix;

(e) the headings and contents page(s) are for the purpose of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Deed;

(f) references to any document (including. without limitation, to the Loan Agreement and the Charter) are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;

(g) references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted;

(h) references to the Charterer include its successors, transferees and assignees; and

(i) references to times of day are to London time.

2.Representations and Warranties

Each of the parties to this Deed represents and warrants to the others that:-

2.1 it is a body corporate, duly constituted and existing and (where applicable) in good standing under the law of its country of incorporation, with perpetual corporate existence and the power to sue and be sued, to own its assets and to carry on its business;

2.2 it is not insolvent or in liquidation or administration or subject to any other insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of it or of all or any part of its assets;

2.3 this Deed when duly executed and delivered will constitute its legal, valid and binding obligations enforceable in accordance with its terms; and

2.4 the execution, delivery and performance of this Deed will not contravene any contractual restriction or any law binding on it.

3.Acknowledgement

The Charterer by its execution of this Deed acknowledges (i) that it is aware that the Vessel is mortgaged to the Bank pursuant to the Mortgage; and (ii) notice of assignment to the Bank of the Owner’s benefits under the Charter. Until the Bank gives written notice to the Charterer otherwise, subject to any express provision of this Deed to the contrary, the Charterer shall be entitled to deal with the Owner in relation to all matters arising under the Charter as if the Security Documents had not been entered into. For avoidance of doubt, the Charterer is not a party to and is not bound by the provisions of any Security Document other than this Deed, as the Owner and the Bank hereby acknowledge.

4.Quiet Enjoyment

4.1 In consideration of the covenants on the part of the Charterer contained in this Deed, the Bank irrevocably and unconditionally undertakes that, irrespective of any breach or default by the Owner, or any insolvency of the Owner, or any other circumstance which might otherwise allow the Bank or anyone claiming under or through the Bank to arrest or take possession or control of the Vessel, neither the Bank nor anyone claiming under or through the Bank shall:-

(a) interfere with or otherwise disturb in any way the Charterer’s quiet, peaceful and continuing use, possession and employment of the Vessel under the Charter; nor

(b) do or cause to be done any act which might deprive the Charterer of the full quiet and unfettered use, possession and employment of the Vessel under the Charter; nor

(c) do or cause to be done any act which might otherwise adversely affect the Charterer’s rights including all terms and conditions under the Charter; nor

(d) without limitation, take any steps to wind up, liquidate or place in administration or receivership the Owner or commence or continue any analogous proceedings in any jurisdiction in respect of the Owner.

4.2 The Bank further undertakes not to exercise any rights it may have against the Vessel or in connection with the Charter if an Event of Default occurs except as provided by Clause 4.3.

4.3 Upon the occurrence of an Event of Default, the Bank shall promptly notify the Charterer in writing that an Event of Default has occurred which, but for Clause 4.1, would entitle the Bank to take possession of and/or to sell the Vessel and/or to exercise any right of foreclosure pursuant to the Mortgage. For a period of thirty (30) days after service of such notice by the Bank, the Bank and the Charterer will consult on the identity of a new owner and the Charterer will, at the request and expense of the Bank, co-operate with the Bank in order to effect a transfer of ownership of the Vessel to a company nominated by the Bank and acceptable to the Charterer in its absolute discretion provided that:-

(a) the new owner and the Bank enter into Deed of Quiet Enjoyment with the Charterer in materially identical terms to this Deed; and

(b) the new owner assumes all the rights and obligations of the Owner under the Charter.

5.Covenants

The Charterer covenants with the Bank:-

(a) that it will not cancel rescind, terminate or repudiate the Charter or request withdrawal of the Vessel from service under the Charter, without giving the Bank prior written notice and a period of at least 10 days to remedy any breach entitling the Charterer to cancel, rescind, terminate or repudiate the Charter, it being understood and agreed that this Clause shall not apply to any termination of the Charter that shall occur by operation of law without action by either the Owner or the Charterer; and

(b) that it will not without the prior written consent of the Bank (which consent shall not be unreasonably withheld or delayed) agree to any material amendment to or variation of the Charter.

6.Notices

Every notice, request, demand or other communication under this Deed shall:-

(a) be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimiletransmission;

(b) be deemed to have been received, subject as otherwise provided in this Deed, in the case of a letter, when delivered personally or three (3) days after it has been put in the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form at the time of despatch provided that if the date of despatch is not a business day in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day; and be sent;

if to be sent to the Owner, to it at
[
		]
Fax:	[	]
Attention:	[	]

if to be sent to the Charterer, to it at
[
		]
Fax:	[	]
Attention:	[	]

if to be sent to the Bank, to it at
[
		]
Fax:	[	]
Attention:	[	]

or to such other address or numbers as is notified by one party to the other party under this Deed.

7.Law and Jurisdiction

7.1 This Deed and any Dispute arising out of or in connection with it or its subject matter or formation, including without limitation non-contractual disputes or claims,. will be exclusively governed by, and construed in accordance with, the laws of England and Wales excluding conflict of law rules and choice of law principles that would deem otherwise. Except insofar as otherwise specifically stated in this Deed, each of the Bank, the Owner and the Charterer retains all rights and remedies, both under the Deed and at law, which it may have against the others.

7.2 Any dispute, controversy or claim arising out of or in connection with this Deed or its subject matter or formation, whether in tort, contract, under statute or. otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual claim (a “Dispute”), shall be finally and exclusively resolved by arbitration under the arbitration rules of the LCIA (the “Rules”), which Rules are deemed to be incorporated by reference into this Deed.

7.3 The arbitral tribunal (the ‘‘Tribunal”) shall consist of three arbitrators, to be appointed in accordance with the Rules.

7.4 The seat of the arbitration shall be London, England.

7.5 The language of the arbitration shall be English.

7.6 The appointing authority shall be the London Court of International Arbitration (the “LCIA’’)].

7.7 Any award rendered by the Tribunal shall be made in writing and shall be final and binding on the parties. The parties undertake to carry out the award without delay.

7.8 All aspects of the arbitration shall be confidential. Save to the extent required by law or pursuant to any proceedings to enforce or challenge an award, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person

by either party or its counsel, agents, corporate parents, affiliates or subsidiaries without the prior written consent of the other parties,

8.Miscellaneous

8.1 In the event of there being any conflict between the Charter and this Deed, the Charter shall prevail.

8.2 This Deed may be executed in any number of counterparts each of which shall be original but which shall together constitute the same instrument.

8.3 No variation or amendment of this Deed shall be valid unless in writing and signed on behalf of the Owner, the Charterer and the Bank.

8.4 The provisions of this Deed (other than those contained in this Clause 7.4) shall have no effect until this Deed has been dated.

8.5 Notwithstanding the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of this Deed is enforceable by a person who is not a party to it

IN WITNESS of which this Deed has been duly executed and delivered the day and year first before written.

SIGNED and DELIVERED	)
as a deed by	)
the duly authorised	)
attorney for and on behalf of	)
[NAME OF OWNER]	)
in the presence of:-	)

SIGNED and DELIVERED	)
as a deed by	) Stephen Thomas Forsyth
the duly authorised	) Regional Team Leader
attorney for and on behalf of	) /s/ Stephen Thomas Forsyth
[NAME OF CHARTERER]	)
in the presence of:-	) Ricky Botley
	) /s/ Ricky Botley

SIGNED and DELIVERED	)
as a deed by	)
the duly authorised	)
attorney for and on behalf of	)
[NAME OF BANK]	)
in the presence of:-	)

Shell International Trading and Shipping Company Limited

80 Strand

London WC2R OZA

United Kingdom

Dear Sirs,

Re: Affiliate Company Guarantee for Time Charter for Hull no, S881 dated 15^th September 2015 (the “Guarantee”)

We refer to the Time Charter dated 15^th September 2015 entered into between our affiliated company VLGC Alpha Owning Ltd. (the “Owners”) and Shell International Trading and Shipping Company Limited (“Charterers’’) (the “Time Charter’’).

References in this Guarantee to the Charter shall mean the Time Charter and entered into between the Owners and Charterers or any of them and shall extend to include the same as may be varied, supplemented, renewed or replaced from time to time. References in this Guarantee to “you”shall mean Charterers.

1. In consideration of your entering into the Charter and for other good: and valuable consideration the receipt and the sufficiency of which we hereby acknowledge, we hereby irrevocably and unconditionally, subject as provided in this Guarantee:

(a) Guarantee (as primary obliger and not merely as surety) to you:

(i) the due and punctual performance and observance by the Owners of all the terms and conditions of the Charter and of all their obligations under or pursuant to the Charter; and

ii) the payment and discharge of all monies whatsoever which may from time to time fall due to be paid by the Owners under or pursuant to the Charter (including, without limitation, any amount due and payable by way of damages for breach of any of the terms and conditions of the Charter).

and

(b) undertake that:

(i) if and whenever the Owners default in the due and punctual performance of any of its obligations under the Charter, we shall on your demand, cause the performance of such obligations; and

(ii) if and whenever the Owners fail to pay on the due date any sum whatsoever due and payable under or pursuant to the Charter we shall pay such sum on demand by you in the currency that it falls due under the Charter.

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2. As a separate and independent stipulation we, as primary obligor and not as surety only, hereby irrevocably and unconditionally agree to indemnify you on demand and keep you indemnified against all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by you:

(a) as a result of any breach or non performance of, or non-compliance by the Owners with the Owners’ obligations under or pursuant to the Charter; or

(b) as a result of any such obligations being or becoming void, voidable or unenforceable, whether by reason of any legal limitation, disability or incapacity on · or of the Owners, lack of or exceeding of powers, ineffectiveness of execution or any other fact or circumstance whatsoever whether known to you or us or not, provided however, that that our liability under this paragraph 2(b) shall not exceed the amount for which the Owners would have been liable to you had the Owners’ obligations not been or become void, voidable or unenforceable

3. This Guarantee:

(a) shall be;

(i) a continuing security for the performance by the Owners of all their obligations, actual or contingent, under the Charter and the payment in accordance with and subject to the provisions of this Guarantee of all monies and liabilities whatsoever from time to time owing (whether actually or contingently) by the Owners to you under the Charter;

(ii) shall remain in effect until all such obligations have been discharged in full; and

(iii) shall not be satisfied by any partial performance of such obligations;

(b) shall be in addition to, and shall not be prejudiced or affected by, any other security for the obligations of the Owners which may be from time to time held by you;

(c) shall not be reduced, discharged or otherwise prejudiced by:

(i) any extension of time, renewal, settlement, compromise, waiver or release under or in relation to the Charter;

(ii) any variation, release, exchange, failure to perfect or invalidity of any right or security for any of the Owners’ obligations and liabilities under or in relation to the Charter;

(iii) any variation, release, exchange, failure to perfect or invalidity of any right or security for any of the Owners’ obligations and liabilities under or in relation to the Charter;

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(iv) any invalidity or unenforceability of the Owners obligations and liabilities under the Charter caused by illegality due to change in Jaw or Owners’ failure to comply with its company constitution or law of the place of its incorporation; or

(v) any insolvency. winding up, or other proceedings for protection from its creditors and any change in the constitution, control, ownership, name or style of the Owners.

4. We hereby irrevocably waive any rights to which we may be entitled as surety or which may otherwise be inconsistent with our obligations under this Guarantee, including. without limitation, any right to require that you first enforce any other security held by you or claim payment from the Owners or any other person, before making any claim under this Guarantee.

5. Notwithstanding the provisions hereinabove, in the event that within fourteen (14) days from the date of your demand referred to above, we receive notification from you or the Owners accompanied by written confirmation to the effect that your claim for payment under the Charter has been disputed and referred to arbitration in accordance with the provisions of the Charter, we shall under this Guarantee, pay to you the sum adjudged to be due to you by the Owners pursuant to the award made under such arbitration immediately upon receipt from you of a demand for the sums so adjudged and a copy of the award.

6. We agree that you may set off against any amount due and payable by you to us any amount due and payable by us under or in connection with this Guarantee.

Until the guaranteed obligations have been unconditionally discharged in full, we shall not exercise or take any right or security against or from the Owners under or in connection with the guaranteed obligations. We declare that all our rights and assets received or held by us as a result of or in connection with any such right or security are to be held on trust for you for application in or towards the discharge of our liabilities under this Guarantee.

We shall not direct the appropriation of any moneys paid to you under this Guarantee and you may place any such moneys to the credit of a suspense account to enable you to prove for each payment now or at any time owing or payable by the Owners under or in connection with the Charter.

7. Any release, settlement or discharge granted to us in relation to any of the guarantee obligations shall be conditional on no right, security, disposition or payment to you by the Owners or any other person being avoided, set aside or ordered to be refunded for any reason. If any such right, security, disposition or payment is so avoided, set aside or ordered to be refunded you may enforce this Guarantee as if such release, settlement or discharge had not occurred and such right, security, disposition or payment had not been made.

8. Cardiff LNG Ships Ltd. is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power to execute, deliver and perform this Guarantee.

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The execution, delivery and performance of this Guarantee has been and remains duly authorized by all necessary corporate action and does not contravene any provision of law or our constitutional documents or any contractual restriction binding on us or our assets.

This Guarantee constitutes the legal, valid and binding obligation of Cardiff LNG Ships Ltd. enforceable against us in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditor’s rights and to general equity principles.

9. We agree that all amounts payable under this Guarantee shall be paid without set off or counterclaim and free and clear of any deduction or withholding whatsoever, save only as may be required by law to which the Guarantor is subject. If any deduction or withholding is required by law to be made from any payment under this Guarantee the amount of the payment to be made by the Guarantor shall be increased so that you receive and are entitled to retain a net sum equal to that which you would have been entitled to receive and retain had no such deduction or withholding been required or made.

10. We shall pay to you on demand

11. interest to accrue daily at the rate of LIBOR plus three per cent. per annum (payable after as well as before judgement) on all sums due and payable and unpaid in relation to the guaranteed obligations, This Guarantee shall enure for the benefit of you and your respective successors and assigns, including, without limitation, any other party to whom the Charter or any part thereof may be transferred in accordance with its terms.

12. Every notice, request, demand or other communication under this Guarantee shall:

(a) be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or email;

(b) be deemed to have been received, subject as otherwise provided in this Guarantee, in the case of a letter, when delivered personally or seven (7) days after it has been put in the post and, in the case of a facsimile transmission at the time of transmission and in the case of e-mail, only when actually received in readable form provided that in all cases if the date of deemed receipt is not a business day in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day; and

(c) be sent:

(i)if to be sent to us:

Cardiff LNG Ships Ltd.

c/o TMS Cardiff Gas Ltd.

Athens Shipmanagement Office

80 Kifissias Avenue

15125Amaroussion

Greece

4

Fax: +30 210 80 90 405

Email: gkourelis@tms-cardiffgas.com

Attention: George Kourelis

(ii)if to be sent to Charterers:

Shell International Trading and Shipping Company Limited

Fax:+44 207 546 7714

Email: d.slimmon@shell.com

Attention: Debbie Slimmon

or to such other address as is notified by one party to the other party under this Guarantee.

13. A person who is not a party to this Guarantee may not enforce, or otherwise have the benefit of, any provision of this Guarantee under the Contracts (Rights of Third Parties) Act 1999 and, without limitation, no consent of any such person shall be required for the rescission or amendment of this Guarantee, but this does not affect any right or remedy of a third party which exists or is available apart from that Act,

14.

(a) The terms of this Guarantee and any Dispute arising out of or in connection with it or its subject matter or formation, including without limitation non contractual disputes or claims, will be exclusively governed by, and construed in accordance with, the laws of England and Wales excluding conflict of law rules and choice of law principles that would deem otherwise. Except insofar as otherwise specifically stated in this Guarantee, each party retains all rights and remedies, both under the Guarantee and at law, which it may have against the other.

(b) Any dispute, controversy or claim arising out of or in connection with this Guarantee or its subject matter or formation, whether in tort, contract, under statute or otherwise, including any question regarding its existence, validity, interpretation, breach or termination, and including any non-contractual claim (a “Dispute’’), shall be finally and exclusively resolved by arbitration under the arbitration rules of the LCIA (the “Rules’’), which Rules are deemed to be incorporated by reference into this Guarantee.

(c) The arbitral tribunal (the “Tribunal”) shall consist of three arbitrators, to be appointed in accordance with the Rules.

(d) The seat of the arbitration shall be London, England.

(e) The language of the arbitration shall be English.

(f) The appointing authority shall be the London Court of International Arbitration (the “LCIA”).

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(g) Any award rendered by the Tribunal shall be made in writing and shall be final and binding on the parties. The parties undertake to carry out the award without delay.

(h) All aspects of the arbitration shall be confidential. Save to the extent required by law or pursuant to any proceedings to enforce or challenge an award, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person by either party or its counsel, agents, corporate parents, affiliates or subsidiaries without the prior written consent of the other parityThe parties shall jointly appoint a sole arbitrator not later than 28 days after service of a request in writing by either party to do so.

(i) It shall be a condition precedent to the right of any party to a stay of any legal proceedings in which maritime property has been, or may be, arrested in connection with a dispute under this Guarantee, that that party furnishes to the other party security to which that other party would have been entitled in such legal proceedings in the absence of a stay.

EXECUTED as a Deed

By: By:

[please add name(s) and title(s) of authorised signatory(ies)]

For and on behalf of Cardiff LNG Ships Ltd

being a person/persons acting under the authority of Cardiff LNG Ships Ltd.

under the laws of the Republic of the Marshall Islands.

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Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

1.  Bunker Emissions

i.(a) Should Charterers trade the Vessel into a SOx Emission Control Area (“SECA”) as defined in Annex VI of the International Convention for the Prevention of Pollution from Ships (“MARPOL”), or into a Member State of the EU following the entry into force of EU Directive 2005/33/EC of 6th July 2005 (the “Directive”), then the Charterers shall supply fuels: (i) of such specifications and grades that will comply with the maximum sulphur content requirements of the SECA or Directive as applicable, except that in the case of the Directive the Charterers shall only be obliged to supply compliant gasoil; and in the case of the SECA (ii) from bunker suppliers who comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect of sampling and the provision of bunker delivery notes.

(b) Owners warrant, in the event the vessel trades in a SECA, or into a Member State of the EU following the entry into force of the Directive, that the Vessel: (I) complies with Regulation 14 and 18 of MARPOL Annex VI and with the requirements of the SECA or the Directive as applicable; (II) is able to consume fuels of the required sulphur content when ordered by the Charterers to trade within the SECA or in a Member State of the “EU in which the Directive applies; and (III) will provide segregated storage for this fuel. Subject to having supplied the Vessel with fuels in accordance with this clause, the Charterers shall not be liable for any loss, delay, fines, costs or expenses arising or resulting from the Vessel’s non-compliance with Regulations 14 and 18 of MARPOL Annex VI or the Directive.

2.  Marine Letter of Indemnity

Further to this charter the vessel may be required to carry out other such cargo operations as Charterers may reasonably require, including but not limited to one or more of the following and always provided that the vessel is capable of such operations.

i) to commingle different grades of cargo providing such grades fall within the cargo description set out in this charter,

ii) to breach vessel’s natural segregation,

iii) to dope the cargo with additive supplied by Charterers (see Additional Clause 36 - Cargo Stenching)

*These operations shall be carried out or supervised by an inspector appointed by the Charterers.

Upon receipt of Charterers’ written instructions in respect of the foregoing a Letter of Indemnity in the following form will be deemed to have been provided by Charterers.

In consideration of Owners complying with Charterers’ above request, Charterers hereby agree as follows:

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

1. To indemnify Owners, Owners servants and agents and to hold all of them harmless in respect of any liability, loss, damage or expense of whatsoever nature and which they may sustain in connection with complying with Charterers’ request including loss or damage caused by an inspector appointed by Charterers, except to the extent that such liability, loss, damage or expense could have been avoided by the exercise of due diligence by Owners.

2. In the event of any proceedings being commenced against Owners or any of Owner’s servants or agents in connection with complying with Charterers request as aforesaid, to provide them on demand with sufficient funds to defend the same, provided however that Charterers shall be consulted in the preparation of defence of any such proceedings.

3. If in connection with complying with Charterers’ request as aforesaid, the ship, or any other ship or property in the same or associated ownership, management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such ship or property or to remove such interference and to indemnify Owners in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such interference, whether or not such arrest or detention or threatened arrest or detention or such interference may be justified subject to Charterers’ involvement in any negotiations in the provision of such bail or security.

4. The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon Owners proceeding first against any person, whether or not such person is party to or liable under this indemnity.

5. This indemnity shall be limited in value to 200% of the CIF value of the total cargo on board and shall terminate at 24.00 hours on the day 36 calendar months after the date of discharge unless before that time Charterers have received from Owners written notice of a claim pursuant to this indemnity.

6. This indemnity shall be governed by and construed in accordance with English law and each and any dispute arising out of or in connection with this indemnity shall be subject to the jurisdiction of the High Court of Justice of England.

3.  Piracy

Sub-Clause (1):

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

If the vessel proceeds to or through an area in which there is a current risk of piracy, verified by a competent international authority, Owners will at all times adhere to the latest version of Best Management Practices (including with respect to routing) (“BMP”), and Owners shall be entitled:

(a) to take reasonable preventative measures to protect the vessel, her crew and cargo by proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course;

(b) to follow any orders given by the flag state, any governmental or supra governmental organization; and

(c) where there is an actual, imminent act of piracy, and only after giving Charterers reasonable advance notice, to take a safe and reasonable alternative route in place of the normal, direct or intended route to the next port of call, provided that such alternative route does not, in the case of the Gulf of Aden, physically extend beyond the transit of the Gulf of Aden in which case Owners shall give Charterers reasonable advance notice of the alternative route, an estimate of time and bunker consumption and a revised estimated time of arrival.

Sub--Clause (2):

Subject to sub-Clause (5) below, Charterers shall pay owners’ reasonable, documented costs and expenses in respect of any additional hull and machinery, or, if applicable, war risks and other directly relevant insurance premiums, and/or additional, reasonable and contractual, crew costs arising out of actual or threatened acts of piracy or any preventive or other measures taken by Owners pursuant to Sub-Clause l(a) of this Clause.

Sub-Clause (3):

The vessel shall remain on-hire for any time lost taking the measures referred to in Sub-Clause 1 of this Clause.

Sub-Clause (4):

Where, notwithstanding the taking of any of the measures referred to in sub-Clause 1 above, and unless Charterers can demonstrate that it was caused by a lack of due diligence on Owners’’ part, and where Charterers have not exercised the option to require Owners to purchase off-hire insurance pursuant to sub--Clause (5) below, the vessel is captured by pirates, hire shall be payable at 100% of the hire rate for the duration of any such capture.

Sub-Clause (5):

Charterers shall have the option, where the vessel is scheduled to transit the Gulf of Aden, or other areas of known piracy risk, to require Owners to either:

(a)extend existing war risk insurance; or

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

(b)purchase off-hire insurance, which in either case will cover loss of hire, the cost of which shall be reimbursed by Charterers, provided always that:

(i)Owners obtain from their insurers a waiver of any subrogated rights against Charterers in respect of any claims by Owners under the foregoing insurances arising out of compliance with Charterers’ orders;

(ii)the terms of cover and cost have been disclosed to, and agreed by, Charterers prior to the purchase of such Insurance; and

(iii)that following the exercise of such option, the vessel shall go off-hire for any time lost as a result of a capture by pirates. The vessel shall return on-hire in case the off-hire insurance expires and the vessel is still captured.

Sub-Clause (6):

The safety and protection of crew and vessel is Owners’ obligation and it is for Owners to determine the level of threat and the measures considered appropriate to discharge that obligation. If Owners deploy government-supplied Military Armed Guards or Private Armed Guards, then it is an express condition of this charter that Owners will, on a voyage-by-voyage basis:

(a)give Charterers advance notice of such intended deployment as soon as reasonably practicable but not less than five (5) days’ notice prior to such deployment and throughout such voyage, Owners will adhere to the response submitted in the Vessel Security Questionnaire;

(b)confirm in advance of deployment that such deployment has been notified to Owners’ P&I and War Risks underwriters without objection (with evidence, satisfactory to Charterers, of Owners’ exchanges with underwriters);

(c)ensure in advance of, and throughout, any deployment that such deployment complies with all flag state requirements, laws of the flag state, and any other applicable laws; and

(d)continue to adhere to the latest BMP.

Sub-Clause (7):

All reasonable costs and expenses directly associated with the deployment of government-supplied Military Armed Guards and/or Private Armed Guards and/or unarmed guards shall be 100 percent Charterers cost, subject always to Owners supplying documentary evidence of such total costs. Owners will indemnify and hold Charterers harmless against all claims, liabilities, costs and expenses of whatsoever nature which arise directly in connection with the deployment of government-supplied Military Armed Guards and/or Private Armed Guards and/or unarmed Guards.

4.  EU Advance Cargo Declaration

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

(a) If the Vessel loads cargo in any EU port or place destined for a port or place outside the EU or loads cargo outside the EU destined for an EU port or place, the Charterers shall comply with the current EU Advance Cargo Declaration Regulations (the Security Amendment to the Community Customs Code, Regulations 648/2005; 1875/2006; and 312/2009) or any subsequent amendments thereto and shall undertake the role of carrier, strictly for the purposes of such regulations only, and in their own name, time and expense shall:

(i) have in place an EORI number (Economic Operator Registration and Identification);

(ii) provide the Owners with a timely confirmation of (i) above as appropriate; and

(iii) submit an ENS (Entry Summary Declaration) cargo declaration electronically to the EU Member States’ Customs and provide the Owners at the same time with a copy thereof, provided always that where Owners’ co-operation is requested, it shall not be unreasonably withheld.

(b) Provided Owners are not at fault the Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage and/or any expenses, fines, penalties and all other claims, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a).Should such failure be the sole cause of any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.

(c) The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the EU Advance Cargo Declaration Regulations shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

5.  Anti-Bribery & Corruption

Owners and Charterers (either directly or through any of their affiliates’, directors, officers, employees, masters, crew members, agents, managers, representatives or parties acting for or on behalf of them or their affiliates) shall:

a)  comply with the applicable laws, rules, regulations, decrees and/or official government orders, including but not limited to the United Kingdom Bribery Act of 2010 as amended and the United States of America Foreign Corrupt Practices Act of 1977 as amended, or any other applicable Jurisdiction, relating to anti-bribery and anti-money laundering and that they shall each respectively take no action which would subject themselves or the other to fines or penalties under such laws, regulations, rules, decrees or orders (“Relevant Requirements”);

b)  not make, offer or authorise, any payment, gift, promise, other advantage or anything of value whether directly or through any other person or entity, to or for the use and benefit of any government official or any person where such payment, gift, promise or other

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

advantage would comprise or amount to a facilitation payment and/or violate the Relevant Requirements;

c)  have and shall maintain in place throughout the term of this Charter its own policies and procedures to ensure compliance with this clause, and will enforce them where appropriate;

d)  promptly report to the other party any request or demand for any payment, gift, promise, other advantage or anything of value received by the first party in connection with the performance of the Charter; and

e)  have the right to audit the other party’s records and reports in relation to this Charter at any time during and within seven (7) years after termination of the Charter, Such records and information shall include at a minimum all invoices for payment submitted by the other party along with complete supporting documentation. The auditing party shall have the right to reproduce and retain copies of any of the aforesaid records or information. If there are anti-trust issues with or a party objects to a direct audit, the auditing party may appoint an independent company who is approved by the audited party (such approval. not to be unreasonably withheld and to be given within 7 days of the request) to conduct the audit and provide the auditing party with its findings on the audited party’s compliance with the Relevant Requirements without disclosing the records or information to the auditing party.

Either Owner or Charterer may terminate the Charter at any time upon written notice to the other, if in their reasonable judgment supported by credible evidence the other is in breach of this clause or such a breach is imminent. The timing of this entitlement (which shall be atthe non-breaching party’s discretion) is either:

(i) with immediate effect at any time prior to commencement of loading; or

(ii) if the laden voyage has not been completed and the cargo discharged, once the laden voyage has been completed and the cargo discharged.

This right shall be without prejudice to any other rights the non-breaching party may have in respect of such breach.

6.  Liquidated Damages

Fifty percent of any liquidated damages received by Owners pursuant to the Shipbuilding Contract will be credited back to Charterers. Sums will be deducted in equal instalments from monthly hire during the first six (6) months of this Charter. The Charterers shall not refuse to accept delivery of the vessel under this charter due to any performance deficiencies if such performance deficiencies fall within the range in relation to which liquidated damages are payable to the Owner under the Shipbuilding Contract.

7.  Appendices

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

The following attachments form part of this Agreement between the parties. Where there is any conflict between the terms of this ShellTime4 Charter Party and any Appendices, this ShellTime4 Charter Party shall prevail;

[See Clause 48]

8.  Effectiveness of Agreement

The effectiveness of this Charter shall be conditional upon and made expressly subject to;

(i)  the obtaining of the requisite management approval and/or board approval as necessary of Charterers which approval may be withheld or granted (the “Charterers’ Approval” ) in Charterers’ sole and unfettered discretion. Charterers shall inform Owners of the Charterers’ Approval when it is received.

(ii) Effectiveness of the Shipbuilding Contract. Owners shall inform Charterers of this occurrence.

9.  Cargo

Refrigerated LPG (commercial propane and/or butane arid/or “mixtures of propane & butane” ), minimum temperature minus 42 degrees Celsius (to be aligned with the Specifications if different), maximum two grades within vessel’s natural segregation, But, the vessel shall not be required to do mixing operation into vessel’s tank. However, the vessel may be requested to discharge cargoes by mixing operation at vessel’s manifold, which shall be always subject to Master’s discretion. It is understood that the vessel has been designed and constructed to carry the following two (2) kinds of cargo and also any mixture of them as required.

Commercial propane containing up to 2.5 MOL percent of ethane and 1 to 3 MOL percent of butane and higher hydrocarbon. Commercial butane containing up to 2 MOL percent of propane and 1 to 3 MOL percent of pentane and higher hydrocarbon.

The liquid cargoes shall have the following basic design characteristics in respect of temperature and specific gravity.

Boiling point at atmospheric pressure:

Propane minus 46.0 C

Butane minus 5.0 C

Specific gravity of liquid at boiling point:

Propane 0.58

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

Butane 0.61

10.  Tank Condition

The vessel will deliver and redeliver under vapours/heel of last cargo lpg, minimum of one tank propane (propane heel on board not to be less than on delivery), allowing vessel to present fully cooled and ready to load four (4) tanks propane on delivery and re-delivery. Any heel (either propane and or butane) on redelivery above delivery quantity shall be rendered as owners property.

The vessel will deliver with last three cargoes LPG, under vapours and heel LPG ready to load charterers nominated cargo. Charterers to advise intended segregations timely in order to allow vessel to prepare tanks prior opening laycan.

In event vessel is to dry dock in case of emergency or on completion of the time charter, Charterers best endeavors to dispose of heel at last discharge port in line with owners request at best possible market price which shall be refunded to owners as documented.

11.  Hekinan Intake

Owners advise vessels intakeis approximately ____ mts basis _____ mts ifo inventory basis _____ m sw draft.

12.  Freight Taxes

Freight tax, income tax for hire and any other taxes on freight, hire and cargo incurred by Charterers in their use of the vessel under the terms of this Charter shall be borne by the Charterers, if any.

13.  Flag / Ownership

The Owners shall have the right during the charter period to change ownership of the Vessel and/or vessel’s flag and/or Classification Society, provided that they obtain Charterers’ prior approval thereto, which approval shall not be unreasonably withheld. Owners shall issue a Letter of Guarantee in which it shall undertake to perform the Owners’ obligation in the event of such a change of Ownership. Charterer’s prior approval, not to be unreasonably withheld, shall also be required in case of change of ownership of the Vessel with the objective of financial restructuring.

14.  Lighterage Clause

The Charterers have the option to load and discharge cargo by lighterage operations, in such circumstances the Charterers will ensure that adequate fenders and hoses are to be provided to the satisfaction of the Master of the·vessel at the Charterers’ cost and expenses. Such operations will be carried out in conformity with the provisions of the “ICS and OCIMF Ship to Ship Transfer Guide” (Liquefied Gases), but in any case lighterage operations are to be at the discretion of the Master at all times and if the Master at any time considers that the lighterage operations are or become unsafe, then he may discontinue them. Whether or not operations are discontinued, all time will be

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

considered as on-hire. If the owners are obliged to extend their existing insurance policies to cover lighterage operations, the Charterers will reimburse the Owners for additional premium incurred thereby. The Charterers will obtain permission from the proper authorities to perform lighterage and all expenses in this connection will be for the Charterers’ account. The foregoing in no way overrides the Charterers’ obligation to provide a berth where the vessel can safely proceed, lie and depart from always safely afloat.

15.  Oil Pollution Cover

If any additional premium of P and I Club for protecting the Owners (excess U.S. $1.0 Billion) including additional premium of entering to U.S.A. territorial waters, to be for the Charterers’ account.

16.  Oil Pollution Clauses for Calling

The Owners warrant havingat present in force a U.S. $1.0 Billon Oil Pollution Insurance which shall remain in force throughout the charter period.

All OPA costs shall be for owner’s account. Against receipt of proper documentation from Owner’s, Charterers shall reimburse Owner’s for any additional premium(s) charged by their P and I Club to maintain oil pollution cover while the vessel trades in United States Waters.

17.  Storage / Drifting

In case the vessel was forced to drift/anchor for order by the Charterers over 10 days, the Owners have the right that the vessel carry out trial running with service speed for about 12 hours at suitable area weekly in order to protect the fouling of her bottom.

The time and consumed bunkers and any charges cause by this operation shall be for the Charterers’ account.

Notwithstanding preceding sentences, if the vessel shall be engaged in storage service (including drifting operation) for a period over 15 days, a performance clause stipulated in Clause 24 herein shall not be applied until next dry dock of the vessel or vessel has hull scrub. At any time after storage service but latest at the commencement of a final voyage from discharging port to redelivery port under this charter, the Charterers undertake to carry out hull underwater cleaning of the vessel to satisfaction of the Master and/or the Owners at the Charterers’ time and expenses.

18.  Agents

Vessel to be assigned to the Charterer’s agent at loading and discharging ports. The Owners/vessel shall appoint agent for Owners’ husbandry matters and extra costs for same including services required for crew changes, repairs, etc. at loading and discharge ports.

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

19.  Commission

No address commission to be deducted by Charterers. The Monthly Hire payment shall be payable to Owners. Owners will pay the brokerage commission of 1.25% of Monthly Hire payment directly to each of H. Clarkson & Co Ltd and Cardiff Gas Ltd after receiving the hire payment from Charterers.

20.  Hose Handling Crane

______ kg capacity

21.  SIRE/ CDI Inspection /Approvals

A.  Vessel always to carry a valid ocimf sire inspection less than 5 months plus minus 15 days and to be approvable by minimum two out of the following oil companies; bhpb, conocophillips, exxon, bp, chevron, total, statoil or shell together with a valid cell not older than 11 months, always uploaded and available for review inspections. Shell shall not refuse to either perform an ocimf sire if requested by Owner or consider the vessel based on an ocimf sire performed by an alternative company.

B.  Owners to advise charterers of the result of any inspection during this charter promptly upon receipt of the official inspection report. Owners are to ensure that the oil or chemical major vetting department enters the inspection report into the sire/cell system, if used by that particular oil or chemical major. If the vessel is found by any of the oil or chemical majors to be unacceptable, then owners will immediately, upon notice of receipt of same, rectify any outstanding deficiency and request the major oil or chemical company concerned for a prompt re-Inspection. If prompt re- inspection (defined as within 45 days) is not possible, and vessel loses her approval(s), and due to the lack of that specific approval is not able to trade the vessel in charterers programme, charterers have the option to place the vessel off-hire until vessel’s approval can be re-Instated. The off hire time is excluding any time steaming to next port.

C.  If a vetting approval should lapse due to the trading pattern of the vessel or inability of timely vetting inspections despite owners exercising due diligence to arrange an inspection in due time, then owners to make best endeavors to rectify same most expeditiously, keeping charterer’s informed of progress. However, vessel not to be off hire. If vessel is off hire for more than 30 days, then Charterers have the right to terminate.

D.  Costs for all inspections to be for Owners’ expense and Charterers’ time. Owners to keep charterers informed of the date, location and validity of the initial and all subsequent inspections during the currency of the charter.

If Charterers request to have the vessels CDI inspected and such inspection will invalidate the vessels SIRE status the Charterers to waive the CDI inspection.

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

If the Charterers insist on a CDI approval on this basis and knowledge that the SIRE status will be invalidated the vessels shall be on-hire at all times with Owners best efforts to rectify the SIRE status at first possibility.

22.  Hull Scrub & Propeller Polish Clause

Charterers may request additional intermediate hull scrubs or propeller polishes, “Charterers Additional Hull Scrub & Propeller Polish”. Upon Charterers making such a request Owners will make best efforts to arrange this at the next available and suitable port. Charterers shall release the Vessel to Owners who shall pay for all costs associated with the hull scrub and propeller polishes, including but not limited; survey costs, inspection costs, diving costs, cleaning costs and any berth and anchorage costs. Owners will invoice Charterers for the costs with the next monthly hire statement.  Owners will provide Charterers with a cost estimate of the operations no later than five (5) days before the operation is due to take place, for Charterers approval. The time spent hull scrubbing and cleaning shall not count as off hire time pursuant to Cl.21 of the Charter Party and Owners shall invoice Charterers for those approved costs with the next monthly hire statement.

23.  Charterers Ship Quality Assurance Clause

1. This time charter party is subject to both the vessel and Owners’ appointed technical management company being acceptable to the requirements of Shell Ship Quality Assurance (“SSQA”) which include any one or more of the following:

(i) a vessel idle inspection at the builder’s yard upon delivery to Owners; and

(ii) a vessel sire inspection at either load or discharge during the vessel’s first full trading voyage, from first load port to first discharge port; and

(iii) review of the vessel’s technical management including a visit/audit of the technical management company’s offices, together, the “SSQA Time Charter Assurance Review”.

2. Following completion of the SSQA Time Charter Assurance Review, should either the vessel or her technical management company be assessed unacceptable to SSAQ, then within seventy two (72) hours of such assessment Charterers may at their option, give notice to Owners placing the vessel off hire (with reasons for failure of the SSQA Time Charter Assurance review) and giving Owners, in Charterers’ option, either:

(a) a period of fifteen (15) working days in which to rectify the areas of failure (“Rectification Period”). If on expiry of the Rectification Period the vessel and/or the vessel’s technical management company are still unacceptable to SSQA then this time charter may be terminated by Charterers with immediate effect; or

(b) a period of sixty (60) days in which to change the vessel’s technical management company to· a company acceptable to SSQA. If after sixty (60) days the vessel’s technical management

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

company is still unacceptable to SSQA then this time charter may be terminated by Charterers with immediate effect.

3. Where notice is given by Charterers pursuant to Clause 2 (ii)(a), Owners may, within the Rectification Period, propose a substitute vessel under this time charter party, which will also be subject to the same SSQA initial time charter assurance review process.

4. This is a ship quality assurance clause, and will not be used for commercial purposes by charterers.

24.  Vessel Naming Rights and Naming Ceremony Attendance

Charterer’s representation during naming ceremonies is to be discussed in good faith between Charterers and Owners with a view to ensuring sufficient Charterer representation during such events.

25.  CO2 Emissions

1. Where a Governmental Authority or other competent local or international regulatory body (Including but not limited to the EU, the USA or the IMO) imposes upon Charterers an obligation to control, reduce or in any way account for ship-borne CO2 emissions (“Emissions Targets”), without prejudice to the terms and conditions in this charter, Owners will co-operate with Charterers, including by following all reasonable orders, in order to facilitate Charterers’ compliance with the Emissions Targets. Any extra costs to be for Charterers account

2. Any carbon credits gained during the performance of this charter, whether by following Charterers’ orders pursuant to Clause 1 2.1, or otherwise, will be recorded by a process to be mutually agreed and will be for the account of Charterers and Owners equally.

26.  Owners Supervision - additional clause

Owners warrant that they will put in place a new build supervision process and suitably qualified and experienced construction supervision team, at the shipyard in Korea during the Vessel construction phase, as would be expected of a first class ship owner overseeing the construction of VLGC’s.

27.  Vessel Design Variations

The Vessel ship build specifications are attached to this charter at Appendix D and form part of it (the “Specifications”). Owners are not permitted to change the Specifications, without the express 

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

written permission of Charterers. Owners confirm that they have conducted their own due diligence with respect tothe Specifications, and warrant that the Specifications are fit for owner’s purpose intended by this charter and comply with their obligations under this charter. Accordingly, notwithstanding any changes to the Specifications permitted by the Charterers pursuant to this clause, Owners shall be responsible for the Specifications and any changes made to them without Charterers’ consent. Nothing in this clause shall amount to a waiver or modification of Owners’ obligations under this charter.

Should the Charterers request a variation to the Specifications, the Owners shall use reasonable endeavors to agree such variation with the Builder. Any additional cost occasioned by such variations shall be agreed by the Charterers before the Owners instruct the Builder to implement such variation and shall be spread evenly over the Firm Period and added to the hire.

28.  Charterers representatives

The shipbuilding contract provides Charterers with certain rights of representation at the Shipyard. There shall be up to two representatives as observers only and cannot communicate directly with the yard, all comments/observations to be communicated to Owners via Owners site manager. Charterers shall notify Owners of the names of these in writing for Owners to pass to the Shipyard. These representatives shall have the right to use Owner’s office space and facilities provided to them by the Shipyard. Pursuant to the shipbuilding contract, Charterers representatives visiting during the construction phase, have rights to receive reports on constructions progress, rights to key drawings, rights to see trials reports and rights to attend sea trial.

29.  Boycott Clause

Pursuant to Clause 21(a)(II), in the event of the vessel being subject to boycott, being delayed or rendered inoperative by strikes, labour stoppages or any other difficulties arising from vessel’s flag, ownership, crew or terms of employment of crew, or of chartered vessel or any other vessel under the same ownership, operation or control, such time lost is to be considered as off-hire and all any proven direct expenses incurred thereby, including fuel consumed during such periods to be for Owners’ account. Charterers would not send the vessel to any port or place where Vessel’s flag state is known to be boycotted,

30.  Taxes and/or Dues

Any taxes and/or dues and/or charges on cargo and/or freight and/or the hire (Including any income tax levied on freight by authorities at load or discharge port(s)) to be for Charterers’ account and to be settled directly by the Charterers. But such tax should exclude any tax and/or dues on the hire by owners’ own authorities which should be for owners’ account.

31.  Annual Maintenance Clause

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

For the purpose of equipment overhauls and maintenance, Owners to notify Charterers of the schedule at least twenty (20) days in advance. If unsuitable to Charterers’ trading schedule, Charterers will endeavour to facilitate the time at the next suitable port. A total of 96 hours for each 12 month period or pro-rata is allowed for this purpose, which shall not be considered off hire.

32.  TVEL Clause

Expenses for obtaining USCG Inspection to be for owners’ account. Time for obtaining USCG Inspection to be for charterers’ account but max. 24 hours.

33.  Ultra Slow Steaming Clause

(a)  The Charterers may at their discretion provide, in writing to the Master, instructions to reduce speed or RPM (main engine Revolutions Per Minute) and/or instructions to adjust the Vessel’s speed to meet a specified time of arrival at a particular destination.

(ii) *Ultra-Slow Steaming -Where the Charterers give instructions to the Master to adjust the speed or RPM outside the range of guaranteed speeds (or RPM corresponding to such guaranteed speeds) set forth in Clause 24, resulting in the engine(s) operating above the cut-out point of the Vessel’s engine(s) auxiliary blower(s), the Master shall, subject always to the Master’s obligations in respect of the safety of the Vessel, crew and cargo and the protection of the marine environment, comply with such written instructions, provided that such instructions will not result in the Vessel’s engine(s) and/or equipment operating outside the manufacturers’/designers’ recommendations as published from time to time. If the manufacturers’/designers’ recommendations issued subsequent to the date of this Charter Party require additional physical modifications to the engine or related equipment or require the purchase of additional spares or equipment, the Master shall not be obliged to comply with these instructions.

(b)At all speeds the Owners shall exercise due diligence to ensure that the Vessel is operated in a manner which minimises fuel consumption, always taking into account and subject to the following:

(i) The Owners’ warranties under this Charter Party relating to the Vessel’s speed and consumption;

(ii)The Charterers’ instructions as to the Vessel’s speed and/or RPM and/or specified time of arrival at a particular destination;

(iii)The safety of the Vessel, crew and cargo and the protection of the marine environment; and

(iv)The owners’ outstations under any bills of lading, waybills or other documents evidencing contracts of carriage issued by them or on their behalf.

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

(c)For the purposes of Sub-clause (b), the Owners shall exercisedue diligence to minimise fuel consumption:

(i)when planning voyages,adjusting the Vessel’s trim and’ operating main engine(s) and auxiliary engine(s);

(ii)by making optimal use of the Vessel’s navigation equipment and any additional aids provided by the Charterers, such as weather routing, voyage optimization and performance monitoring systems; and

(iii)by directing the Master to report any data that the Charterers may reasonably request to further improve the energy efficiency of the Vessel.

(d)The Owners and the Charterers shall share any findings and best practices that they may have identified on potential improvements to the Vessel’s energy efficiency.

(e)For the avoidance of doubt, where the Vessel proceeds at a reduced speed or with reduced RPM pursuant to Sub-clause (a), then provided that the Master has exercised due diligence to comply with such instructions, this shall constitute compliance with, and there shall be no breach of, any obligation requiring the Vessel to proceed with utmost and/or due despatch (or any other such similar/equivalent expression).

(f)The Charterers shall ensure that the terms of the bills of lading, waybills or other documents evidencing contracts of carriage issued by or on behalf of the owners provide that compliance by Owners with this Clause does not constitute a breach of the contract of carriage. The Charterers shall indemnify the Owners against all consequences and liabilities that may arise from bills of lading, waybills or other documents evidencing contracts of carriage being issued as presented to the extent that the terms of such bills of lading, waybills or other documents evidencing contracts of carriage impose or result in ·breach of the Owners’ obligation to proceed with due despatch or are to be held to be a deviation or the imposition of more onerous liabilities upon the Owners than those assumed by the Owners pursuant to this Clause.

Nothing in this clause shall be interpreted to relieve Owners of their obligations set forth in Clause 24 of the charter, and in case of any conflict between this clause and Clause 24, Clause 24 shall prevail, always provided that Owners shall be deemed to have compiled with their obligations pursuant to Clause 24 on any sea passage on which the Charterers have instructed the Master to reduce speed or RPM pursuant to this Additional Clause 35.

34.  Double Banking

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

(a)The Charterers shall have the right to order the Vessel to conduct ship to ship cargo operations, including the use of floating cranes and barges. All such ship to ship transfers shall be at the Charterers’ cost, expense and time.

(b)The Charterers shall direct the Vessel to an area for the conduct of such ship to ship operations where the Vessel can safely proceed to, lie and depart from, always afloat, but always subject to the Master’s reasonable approval that the area is safe. The Charterers shall provide adequate fendering, securing and mooring equipment, and hoses and/or other equipment, as necessary for these operations, to the reasonable satisfaction of the Master.

(c)The Charterers shall obtain any and any relevant permissions from proper authorities to perform ship to ship operations and such operations shall be carried out in conformity with best industry practice.

(d)If, at any time, the Master reasonably considers that the operations are, or may become, unsafe, he may order them to be suspended or discontinued. In either event the Master shall have the right to order the other vessel away from the Vessel or to remove the Vessel.

(e)If the Owners are required to extend their existing insurance policies to cover ship to ship operations or incur any other reasonable additional cost/expense, the Charterers shall reimburse the Owners for any additional premium or cost/expense incurred.

35.  Letter of Quiet Enjoyment

Charterers require that Owners• financiers (the “Lenders”) under any loan and/or security documents entered into by Owners in connection with the Vessel will issue a letter of quiet enjoyment (“LQE”) in favour of Charterers providing Charterers with certain assurances that their possession and use of the Vessel will not be disturbed or interfered with by the Lenders for the duration of this Charter. Owners will present the Lenders with a draft LQE in the form set out in the attached Appendix C, and will use reasonable endeavours to procure that the Lenders issue an LQE substantially in this form, subject always to such changes as Owners and Charterers, acting in good faith, may agree with the Lenders.

36.  Cargo Stenching

Should the vessel be requested to stench cargo all operations are to be carried out in accordance with industry standards using equipment supplied by Charterers. Approval for stenching operations is to be at Masters discretion. Approval is not to be unreasonably withheld.

37.  Ice Clause

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

The vessel shall not be ordered to nor bound·to enter any icebound port or place or any port or place where lights, lightships and buoys are or are likely to be withdrawn by reasons of ice on the vessel’s arrival or where there is a risk that the vessel will not be able on account of ice to reach the port or place or depart same after the completion of loading or discharge. If on account of ice, the Master consider it dangerous to remain at the loading or discharge port or place for fear of the vessel being frozen in and/or damaged then he has the liberty to proceed to a convenient open port or place and there await Charterers further instructions. Any time-losses and additional expenses including increased deductibles and repairs of damage sustained due to any of the above causes or on account of the vessel being frozen in, shall be for the Charterers account. The vessel shall not be obliged to force ice nor to follow ice-breakers.

38.  Bunker Comingling Clause

The vessel shall not be obliged to comingle different quality/sourced bunkers within any bunker tank. Unless the Owners and Charterers agree the vessel participates in charterers bunker comingling projects. Approval is not to be unreasonably withheld.

39.  Additional crew costs

Any additional crew costs incurred due to the vessel trading area requiring additional crew or increased crew cost to be for charterers account.

40.  Reheater Clause

Vessel is fitted with re-heater/booster which Charterers have free use of.

41.  Termination of Shipbuilding Contract

Where Owners acquire a right to terminate the Shipbuilding Contract pursuant to its terms, they shall promptly inform Charterers of such circumstances. Owners shall be entitled to terminate the Shipbuilding Contract only if either (i) the Charterers agree to such termination or (Ii) the Owners have notified the Charterers of their intention to so terminate the Shipbuilding Contract and the Charterers have not expressly objected to such termination in writing within five (5) London working days·of being notified by the Owners.

If the Charterers object to a termination of the Shipbuilding Contract intended by the Owners, they shall simultaneously waive any right they might have to terminate this charter for the same reason(s) or circumstance(s) which gave rise to the Owners’ right to terminate the Shipbuilding Contract. Only if the Owners receive such waiver in a form reasonably satisfactory to them, shall the owners be prevented from exercising their termination right under the Shipbuilding Contract.

If the Shipbuilding Contract is terminated, this charter shall be deemed terminated at the date such termination of the Shipbuilding Contract takes effect.

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

42.  BIMCO Sanctions Clause

(a)The Owners shall not be obliged to comply with any orders for the employment of the Vessel in any carriage, trade or on a voyage which, in the reasonable judgement of the Owners, or in the reasonable judgment of their insurers, will expose the Vessel, to any applicable sanction or prohibition imposed by any State, Supranational or International Governmental Organisation. Owners and Charterers agree to comply with and assist each other in complying with applicable sanctions. Owners and Charterers warrant to the best of their knowledge and belief that, in connection with this Charter party, neither party are currently or will contract with any third party who are subject to any applicable US, EU, or UN sanction, prohibition or restriction or are a specified person, entity, specified vessel or fleet.

(b)If the Vessel is already performing an employment to which such an applicable sanction or prohibition is ·subsequently applied, in respect of cargo, Owners shall have the right to refuse to proceed with the employment and the Charterers shall be obliged to issue alternative voyage orders within 48 hours of receipt of Owners’ notification of their refusal to proceed. If the Charterers do not issue such alternative voyage orders the Owners may discharge any cargo already loaded at any safe port (including the port of loading) or take other reasonable remedial action. The Vessel to remain on hire pending completion of Charterers’ alternative voyage orders or delivery of cargo by the Owners and Charterers to remain responsible for all additional costs and expenses incurred in connection with such orders/delivery of cargo.

In respect of the Supplied Items, Charterers shall have the right to order the vessel to an alternative port or place to discharge the cargo on receipt of owners’ notification of their inability to proceed as originally contracted. The Vessel shall be off-hire throughout this operation and until Charterers have fixed an alternate cargo if one is lost. Owners shall remain responsible for all additional losses, costs and expenses incurred in connection with such orders/delivery of cargo and removal of the Supplied Items.

If in compliance with this Sub-clause (b) anything is done or not done, such shall not be deemed a deviation.

(c)Owners represent and warrant that they have no knowledge or reason to believe that any parts, sparesor other supplies (“Supplied Items”) procured by the Owners or on their behalf for the Vessel and/or in connection with this Charter originated in, was procured from or via , a country, entity or person including any agent or affiliate thereof, that is prohibited under applicable sanctions or that any such country, entity or person has any property interest in the Supplied items either present, future, contingent, direct or indirect, that would subject the Supplied Items of this Charter to applicable sanctions.

(d)The Charterers shall make reasonable endeavours to negotiate this Clause into all sub-charters issued pursuant to this Charter Party,

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

43.   WAF Piracy Clause

Owners & Charterers agree that for Vessels calling at West Africa Ports, within Dakar to Lobito range, the following conditions are agreed and replace the existing Piracy Clause of the time charter agreement, with respect to Dakar to Lobito coastal port trading range only;

i)Owners will at all times adhere to the latest version of Best Management Practices (BMP), including with respect to routing and speed;

ii)   For Dakar to Lobito Range coastal port trading only, Owners will trade without requiring the use of private armed guards on board the vessel;

ii)When vessels are anchored in the Cape Palmas to Port Gentil range in order to wait for berthing or for undertaking STS operations, Charterers will only use recognized secured patrolled anchorages. At the time of agreeing this Clause the only recognized secured anchorages are at Lome & Lagos. Where secured anchorage are unavailable the vessel will tender NoR offshore and will drift outside of the defined high risk area whilst waiting for berthing instructions;

iv) The defined area is as follows:

Point A:	04°22’N 007° 4S’W	Cape Palmas
Point B:	01°22’N 007° 4S’W	200 nautical miles south of Cape Palmas
Point C:	01 0 42’ N 002° 0S’W	200 nautical miles south of Cape Three Points
Point D:	03° l0’N 002° 45’E	200 nautical miles SSW of Lagos and 200 nautical miles SW of Cape Formoso
Point E:	00°00’N 005°SS’E	45 nautical miles W of southern tip Sao Tome
Point F:	00° 00’N 009° 15’ E	Approx. 30 nautical miles south of Libreville, Gabon

v)For Niger delta river ports within the Lagos to Ikang range, Owners will arrange, through· local port agents, armed patrol boats to assist and escort the vessel from the agreed position within territorial waters to the berth and from the berth to the agreed position within territorial waters;

vi)Armed patrol boats will be regulated and approved by local and/or national naval and/or coastguard authorities, subject to GMSAT due diligence;

(vii) Charterers agree to reimburse these reasonable costs, in line with industry, norms, to Owners upon Charterers receiving documented evidence and Owners invoice in relation to the same.

Charterers reserve the right to seek to amend this clause in the event that the security threat situation with Dakar to Loblto range changes significantly during the charter period.

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

44.  Epidemics Clause

a) The Vessel shall not be obliged to proceed to or continue to or through or remain at any port, or place, where there is, as determined by the World Health Organisation or similar, a material risk that calling at such port or place exposes the Vessel and crew to danger from severe epidemics, plague or highly infectious diseases, (hereinafter “Affected Area”);

b) If in accordance with sub-clause (a) the Owners decide that the Vessel shall not proceed or continue to or through or remain in an Affected Area they must immediately inform the Charterers. The Charterers shall be obliged and entitled, nowithstanding any other terms of this charter, to issue alternative voyage orders and shall indemnify the Owners for any time or expense incurred by Owners, including claims from holders of the BIiis of Lading, as a consequence of waiting for and/or performance of such orders. Any time lost as a result of waiting for or complying with such orders shall be for Charterers’ account.

c) If notwithstanding their liberty to refuse to do so, Owners agree to proceed to or continue to or through or remain at any Affected Area, Owners shall not be deemed to have waived any of their existing rights under this Charter party.

d) The Vessel. shall have liberty to comply with all orders, directions, recommendations or advice of competent authorities and/ or the Flag State of the Vessel in respect of arrival, routes, ports of call, destinations, discharge of cargo delivery, or in any other respect whatsoever relating to issues arising as a result of the Vessel being ordered to an Affected Area.

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

e) Subject to sub-clauses (f, g, and h) below any delays, time loss, additional costs, expenses or consequences of whatsoever nature of howsoever directly arising out Charterers’ orders for the Vessel to call at an Affected Area, including but not limited to screening, cleaning, fumigating and/ or quarantining the Vessel and its crew for such diseases either in the Affected Area or at subsequent ports of call and including the obtaining of medical treatment for any infected crew, and any time lost as a result of complying with the same shall be for the Charterers’ account.

f) Any delays and additional costs and expenses incurred at any load or discharge port(s) under this Charter arising out of the Vessel having visited or called at an Affected Area prior to the commencement of this Charter shall be solely for Owners’ account and the Vessel will be off-hire for any time lost. Owners warrant that the Vessel has not called at any port or ports in an Affected Area in the 45 days prior to the commencement of this Charter.

g) The safety and protection of the crew and Vessel remains owners’ obligation and Owners are required to satisfy themselves that any person coming on board the Vessel from an Affected Area has not been exposed to such severe epidemic, plague, or highly contagious disease, and is healthy in all respects. Any claims, loss or delay arising, either in an Affected Area or at subsequent ports of call, out of a failure of Owners to conduct sufficient checks on any persons attending the Vessel from the Affected Area will be for Owners’ sole account and the Vessel will be off·hire for any time lost.

h) Owners warrant that, except to the extent necessary to comply with Charterers’ orders, they will not, during this Charter, call at an Affected Area for bunkers, spares, crew changes or similar. Owners further warrant that shore leave for crew will be prohibited in an Affected Area and the Master will take all reasonable steps to ensure that crew are aware of the prohibition and comply with the same. Any claims, loss or delay arising, either in an Affected Area or at subsequent ports of call, as a result of Owners’ failing to comply with this sub clause (h), shall be for Owners’ sole account and the Vessel will be off-hire for any time lost.

i) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party. In the event of a conflict between the provisions of this Clause and any implied or express provision of the Charter Party, this Clause shall prevail to the extent of such conflict, but no further.

45.  Brazil Clause

If the Charterers order the vessel to proceed to any port or ports in Brazil where the Navy Authority or any other authorities in Brazil have issued any pre-arrival requirements / restrictions which will prohibit the vessel from tendering a valid Notice of Readiness on arrival at the place where the vessel is instructed_/ ordered by such authorities, then notwithstanding any terms and condition to this charter, the vessel remains on-hire.

Project Seahorse - Cardiff Gas / Shell

Hull No S881

TCP date 15th September 2015

Additional Terms

46.  Excessive Noise Clause

If Charterers or terminal operators instruct the vessel to slow the cargo operations down or stop entirely the cargo operations in port during the hours of darkness due to excessive noise caused by the vessel then the vessel shall remain on-hire.

47.  Time Bar.Clause

All claims for additional costs and expenses recoverable by Owners from Charterers pursuant to (i) Clause 7 (“Charterers to Provide”), (ii) Clause 34 (“Additional War Expenses”) and (iii) Additional Clause 4 (“Piracy”) must be received from Owners by Charterers in writing along with supporting documentation within 45 days of the voyage being completed (where the voyage is deemed to be completed upon completion of discharge and disconnection of hoses at the final discharge port) otherwise Charterer’s liability for such costs shall be extinguished.

ADDENDUM NO. 1

to

Time Charter Party dated 16th September 2016 (the “Charter”)

Between

VLGC Alpha Owning Ltd, of Majuro, Marshall Islands or its nominee as owners (the “Owner”) and

Shell International Trading and Shipping Company for and on behalf of Shell Trading InternationalLimited ofLondon as charterers(the “Charterers”)

in respect of

Hyundai Samho Heavy Industries Co., Ltd. hull number S881 named “Anderida” (the “Vessel”)

It is hereby mutually agreed that:

1.  The final speed and consumption figures referred to in Clause 24. (a) of the Charterer are hereby amended to read as follows:

(main propulsion fuel and auxiliary fuel inclusive)

Speed (kts)	Ballast	Laden
13	28.6	29.3
13.5	30.3	31.0
14	32.1	32.8
14.5	34,0	34.8
15	36.0	36.9
15.5	38,2	39.1
16	40.5	41.4
16.5	42.9	44.0

Save as amended hereby, the Charter (including, for the avoidance of doubt, the remainder of Clause 24(a) *The foregoing bunker consumptions….on the Beaufort Scale for more than 12 hours.” Remains in full force and effect.

IN WITNESS WHEREOF. the parties hereto have caused this Addendum no.1 to be duly executed this 28 day of June 2018.

For and on behalf of

VLGC Alpha Owning Ltd

/s/ Anthony

Anthony

Attorney-In-Fact

For and on behalf of

Shell Trading International Limited

/s/ Richard O'Neill

Name:  Richard O'Neill

Title:  Regional Manager, LPG Trading & Supply

BIMCO	NOVATION AGREEMENT STANDARD NOVATION AGREEMENT FOR THE TRANSFER OF OWNERSHIP
1. Place and date of Novation Agreement
2. Charterers (i)   Name: (ii)  Address of registered office: Click here to enter text. (iii) Country of incorporation:	3. Original Owners i) Name: (ii) Address of registered office: (iii) Country of incorporation		4. New Owners (i) Name: (ii) Address of registered office: (iii) Country of incorporation
5. Vessel (i)   Name: (ii)  IMO number: Click here to enter text (iii) Flag State: Click here to enter text. (iv) Call sign	6. Date of Time Charter Party		7. Date of Memorandum of Agreement
8. Effective Time	9. New Owners’ Bank /Account (Cl. 3)		10. New Owners’ Vessel Details (Cl. 2) (i) P&I Club: (ii) Managers: (iii) Name: (iv) Flag State: Click here to enter text. (v) Call sign: Click here to enter text.
11. Charterers’ Guarantor (Cl. 6)		12, New Owners’ Guarantor (CI. 6)
13. Notices (state full style contact details for serving notices and communication to New Owners (Cl.10)		14. Effective Time Survey (Cl. 5)
15. Dispute Resolution (state (a), (b) (c) or (d) of Cl. 11, as agreed; if (c) agreed also state whether Singapore or English law to apply; if (d) agreed also state the place of the law governing the Novation Agreement and place of arbitration) (Cl. 11)

Background

The Charterers, the Original Owners and the New Owners have agreed to novate the Time Charter Party and replace the Original Owners with the New Owners in accordance with the terms of this Novation Agreement. The terms used in this Novation Agreement shall have the same meaning as the terms used in the Time Charter Party.

1.Novation

In consideration of the mutual promises contained herein the receipt and the sufficiency of which the Original Owners hereby acknowledge, it is agreed that on and with effect from the Effective Time as stated in Box 8 the Time Charter Party shall be novated as follows:

(a)  The New Owners shall be substituted in place of the Original Owners as a party to the Time Charter Party. The novated Time Charter Party shall be construed and treated, and the Charterers shall be bound by the novated Time Charter Party in all respects, as if the New Owners were named in the novated Time Charter Party instead of the Original Owners.

(b)  The Charterers release and discharge the Original Owners from all liabilities, claims, duties and obligations whatsoever in respect of the Time Charter Party.

(c)  The Original Owners release and discharge the Charterers from all liabilities, claims, duties and obligations whatsoever in respect of the Time Charter Party.

(d)  The New Owners shall have all the rights, title, benefits and interest under the Time Charter Party to the exclusion of the Original Owners and accordingly the Charterers undertake to perform their obligations under the novated Time Charter Party in favour of the New Owners.

(e)  The New Owners shall assume all liabilities, duties and obligations under the Time Charter Party and accordingly, the New Owners undertake to perform their obligations under the novated Time Charter Party in favour of the Charterers.

(f)  Notwithstanding the foregoing, the Original Owners and the Charterers shall remain liable to each other under the Time Charter Party after the Effective Time in respect of any obligation or liability of whatsoever nature of the Original Owners and/or the Charterers, including but not limited to any obligation or liability of whatsoever nature owed to a third party, arising out of the Time Charter Party before the Effective Time. The New Owners shall have no liability whatsoever to the Original Owners or the Charterers in respect of any such liabilities and the Original Owners and the Charterers shall jointly and severally indemnify the New Owners in relation to any obligation or liability of whatsoever nature owed to a third party arising out of the Time Charter Party before the Effective Time.

2.Amendments to the Time Charter Party

From the Effective Time, all references in the Time Charter Party to the Vessel shall be deemed amended by this Novation Agreement so as to refer to the New Owners’ Vessel Details as stated in Box 10.

3.Charter Hire

The Original Owners shall be paid hire by the Charterers in accordance with the Time Charter Party up to the Effective Time. The New Owners shall be paid hire by the Charterers in accordance with the Time Charter Party from the Effective Time. Payment shall be made to the New Owners’ bank account as stated in Box 9. The hire due in respect of the period from the Effective Time up to the date the next instalment of hire falls due under the Time Charter Party shall be paid by the Charterers to the New Owners on or before the Effective Time.

4.Warranties

As at the Effective Time:

(a)  the Original Owners and the Charterers warrant to the New Owners that the Time Charter Party has not been amended, varied, canceled, terminated, rescinded or novated, remains valid and binding and constitutes the entire agreement between the Original Owners and the Charterers relating to the subject matter of the Time Charter Party;

(b)  the Original Owners and the Charterers warrant to the New Owners that no event or circumstance has occurred or is continuing which will entitle or result in cancellation, termination or rescission of the Time Charter Party, or otherwise render it void or unenforceable; and

(c)  the Original Owners warrant that they have not assigned or transferred or granted any interest in the Time Charter Party to any other party and that they will not in the future attempt to do so.

5.Effective Time Survey

If agreed and stated in Box 14 and as soon as practicably possible after the last discharge port prior to the Effective Time or before the first loading port after the Effective Time, the parties shall each appoint surveyors, for their respective accounts, to conduct a joint Effective Time Survey to ascertain the condition of the Vessel. A single

report shall be prepared and signed by each surveyor, without prejudice to their right to file a separate report setting forth items upon which the surveyors cannot agree.

If any party fails to have a representative attend the Effective Time Survey and sign the joint survey report, such party shall nevertheless be bound for all purposes by the findings agreed by the other parties.

Any time lost as a result of the Effective Time Survey shall be shared equally between the Original Owners and the New Owners.

If Box 14 is not filled in this Clause 5 (Effective Time Survey) shall not apply.

6.Mutual Renewal of Guarantees

It shall be a condition precedent to the effectiveness of this Novation that on or before the Effective Time the Charterers and New Owners shall each provide in favour of the other guarantees issued by the Guarantors stated in Boxes 11 and 12 substantially in the same form and substance as previously provided by the Charterers and the Original Owners in respect of the Time Charter Party.

7.Assurances

(a) Each party shall do all things and execute all further documents necessary to give full effect to this Novation Agreement.

(b) Each party represents and warrants to the other parties that they have full power and authority to become a party to this Novation Agreement and have taken all necessary, actions and have obtained all consents, licences, and approvals required in connection with the entry into and performance of this Novation Agreement.

8.Costs and Expenses

Each party shall pay its own costs, charges and expenses in relation to the negotiation and execution of this Novation Agreement.

9.Third Party Rights

No third parties may enforce any term of this Novation Agreement.

10.Notices

All notices, requests and other communications required or permitted to be given by the Charterers to the New Owners under the Time Charter Party shall be given to the address as stated in Box 13.

11.Dispute Resolution Clause

(a) *This Novation Agreement be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Novation Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if the arbitrator had been appointed by agreement. In the event that there are more than two parties to the arbitration, then all three arbitrators shall be appointed by agreement between the parties. In the event that the parties cannot agree on the three arbitrators within 14 days of one party giving notice to the other parties calling for arbitration, any party to the dispute shall be entitled to apply to the President of the LMAA who shall then appoint all three arbitrators.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Novation Agreement shall be governed by U.S. maritime law or, if this Novation Agreement is not a maritime contract under U.S. law, by the laws of the State of New York and any dispute arising out of or in connection with this Novation Agreement shall be referred to three (3) persons at New York. If there are two parties to the dispute, each shall appoint an arbitrator and the two so chosen shall appoint a third. If there are three parties to the dispute, then each party shall appoint an arbitrator. If any party fails to nominate an arbitrator within 20 days

of receiving a demand for arbitration, the President of the Society of Maritime Arbitrators, Inc. (SMA) or in the event of a conflict, the SMA’s Vice-President, shall appoint an arbitrator on behalf of that party at the request of any other party. The decision of the arbitrators or any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the SMA Rules current as of the date of this Novation Agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the SMA Rules for Shortened Arbitration Procedure current as of the date of this Novation Agreement.

(c) *This Novation Agreement shall be governed by and construed in accordance with Singapore**/English** law.  Any dispute arising out of or in connection with this Novation Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore Chamber of Maritime Arbitration (SCMA) current at the time when the arbitration proceedings are commenced. The reference to arbitration of disputes under this clause shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator and give notice that it has done so within 14 calendar days of that notice and stating that it will appoint its own arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if the arbitrator had been appointed by agreement. In the event that there are more than two parties to the arbitration, then all three arbitrators shall be appointed by agreement between the parties. In the event that the parties cannot agree on the three arbitrators within 14 days of one party giving notice to the other parties calling for arbitration, any party to the dispute shall be entitled to apply to the President of the SCMA who shall then appoint all three arbitrators.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of USD 75,000 (or such other sum as the parties may agree) the arbitration shall be conducted before a single arbitrator in accordance with the SCMA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(d) *This Novation Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Novation Agreement shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(e) The parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Agreement. In the case of any dispute in respect of which arbitration has been commenced under Sub-clause (a), (c) or (d), the following shall apply:

(i) A party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party (or parties) of a written notice (the “Mediation Notice”) calling on the other party (or parties) to agree to mediation.

(ii) The other party (or parties) shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party (or parties) a mediator will be appointed promptly by the Arbitration Tribunal (“the Tribunal”) or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party (or parties) does (do) not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party (or parties) to seek such relief or take such steps as it (they) considers (consider) necessary to protect its (their) interest.

(v) A party (or parties) may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator’s costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

*Sub-clauses (a) , (b), (c) and (d) are alternatives; indicate alternative agreed in Box 15. Sub-clause (e) shall apply to Sub-clauses (a), (c) and (d) only. If Box 15 is not filled in, Sub-clause (a) of this Clause shall apply.

** Singapore and English law are alternatives; if Sub-clause (c) agreed also indicate choice of Singapore or English law. If neither or both are indicated, then English law shall apply by default.

IN WITNESS whereof this Novation Agreement has been executed as of the date stated in Box 1:

SIGNED by:

For and on behalf of the Charterers

SIGNED by:

For and on behalf of the Original Owners

SIGNED by:

For and on behalf of the New Owners

EX-4.68

Exhibit 4.68

	Norwegian Shipbrokers’ Association’s
	Memorandum of Agreement  for sale and
	purchase of ships. Adopted by BIMCO in 1956.
MEMORANDUM OF AGREEMENT	Code-name
	SALEFORM 2012
Contract No:  NX20180002	Revised 1966, 1983 and 1986/87, 1993 and 2012

Dated 2nd August, 2018

Tethys Owning Company Limited of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands (Name of sellers), hereinafter called the “Sellers·, have agreed to sell , and

Ningbo ZMHL Technology Co., Ltd., address : Room 1-135, 1•1 Floor, No. 599 Ren Min Road North, Beilun, Ningbo, Zhejiang, China hereinafter called the “Buyers”, have agreed to buy:

“Buyers’ Import Agent” means “Zhejiang Nan Xin Shipping Co., Ltd.” of Floor 7, 488 Hengshan Road, Beilun, Ningbo, Zhejiang, 315800 P. R. China that will be acting as Import Agent and will remit the Purchase Price plus all other monies payable under this Agreement.  Their role is as Import Agent only and the Buyers to remain ultimately and fully responsible for the true and correct fulfilment of this Agreement.  The Import Agent will also sign on the signature page of this Agreement (Name of buyers and Import Agent), hereinafter caller the “buyers”, have agreed to buy:

Name of vessel:  CAPITOLA

IMO Number:  9260122

Classification Society:  BV

Class Notation: Bulk carrier ESP -heavycargo -nonhomload Hold No.4 may be ballasted; Holds No.2, 4 & 6 may be empty

Year of Build:  November, 2001	Builder/Yard:  Hudong-Zhonghua Shipbuilding (Group) Co., Ltd, China
Flag:  Malta	Place of Registration:  Valletta	GT/NT: 40437/25855

Hereinafter called the “Vessel”, on the following terms and conditions:

Definitions

“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and Athens of Greece, London of UK, China, Malta, Hong Kong and U.S.A. (add additional jurisdictions as appropriate).

“Buyers’ Nominated Flag State” means P.R. China (state flag state).

“Class” means the class notation referred to above.

“Classification Society” means the Society referred to above.

“Deposit” shall have the meaning given in Clause 2 (Deposit)

“Deposit Funds Holder” means HOLMAN FENWICK WILLAN, HONG KONG [ Fullstyle: Ms. Angie Lo, Direct Line: +852-39837779, Tel.: +852-39837788 , Email: angie.lo@hfw.com, Fax No.: +852-39837766, Address : HFW, 15th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong] (state name and location of Deposit Funds Holder) or, if left blank, the Sellers’ Bank, which shall hold and release the Deposit Total Price in accordance with this Agreement.

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, e-mail or telefax.

“Parties” means the Sellers and the Buyers and the Buyers’ Import Agent (as the context may require).

“Purchase Price” means the price for the vVessel as stated in Clause 1 (Purchase Price).

“Sellers’ Account” means to be advised (state details of bank account)at the Sellers’ Bank.

“Sellers’ Bank” means to be advised (state name of bank, branch and details)or, if left blank, the bank notified by the sellers to the Buyers for receipt of the balance of the Purchase Total Price.

1. Purchase Price

The Purchase Price is USD7,580,000 -·cash (United States Dollars Seven Million Five Hundred and Eighty Thousand only) (state currency and amount both in words and figures). - CIF Qinhuangdao, P.R. China

2. Deposit

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of __% (__ per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3) Banking Days after the date that:

(i) This Agreement has been signed by the Parties and exchanged in original or by e-mail or telefax; and

(ii) The Deposit Holder has confirmed in writing to the Parties that the account has been opened.

The Deposit shall be released in accordance with joint written instructions of the Parties’.  Interest, if any, shall be credited to the Buyers.  Any fee charged for holding and releasing the Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open and maintain the account without delay.

3. Payment

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices):

(i) the Deposit shall be released to the Sellers; and

(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank charges to the Sellers’ Account.

The Parties after signing this Agreement shall enter into an Escrow Agreement with the Funds Holder and shall provide to the Funds Holder all necessary documentation to open and maintain the account without delay.

To facilitate the closing, the Purchase Price and all other monies payable under this Agreement (collectively the “Total Price”) shall be prepaid by the Buyers in full free of bank charges to the Funds Holder’s account before the expected delivery dale which shall be held in the Buyers’ sole name and are subject to the Buyers’ sole instruction.  On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness has been given in accordance with Clause 5 (Time and place of delivery and notices), the Buyers shall give all necessary instructions to the Funds Holder to release the Total Price to the Sellers’ Account.

The Total Price is deemed to have been paid by the Buyers as long as the Buyers have duly signed the original irrevocable release instruction letter(s) as per draft attached to the Escrow Agreement signed by the Sellers, the Buyers and the Fund Holders. upon receipt by Sellers and Buyers from the Funds Holder of a copy of the Funds Holder’s Application for Outward Remittance/ Cashier’s Order” stamped by the Funds Holder’s bank as evidence that the remittance of the Total Price has been made provided that the Buyers can provide the Funds Holder the signed release instruction before 1300 hours HKT.  When the above evidence of remittance has been received.  Upon the signing of the original irrevocable release instruction letter(s), the signed Protocol of Delivery and Acceptance will be timed and signed by Sellers and Buyers and the delivery documents as per Addendum to this Agreement will be exchanged between Sellers and Buyers as appropriate.

Any banking or law firm fees/expenses for holding said Purchase Price and all other monies payable under the MOA and closing to be equally borne by Buyers and Sellers

4. Inspection

(a) *The Buyers have inspected and accepted the Vessel’s BV classification records.  The Buyers have also inspected the Vessel at/in *blank (state place)on *blank (state date) and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

However, for import purposes, the Sellers will allow the Buyers to arrange inspection by CCS Surveyors in Dandong, China and this deal is subject to obtaining the approval of the Chinese Authority to fly Chinese flag (provided the Vessel’s ballast tanks and when the cargo holds are empty and can be inspected upon vessel’s berthing at Dandong expected to be on about 28th July, 2018 and to timely complete the import as per the relevant laws under the Automatic Import License governed by the Ministry of Commence of China latest by 15th August, 2018.  The Buyers will endeavour to obtain the approval earlier.  If the Buyers cannot obtain the Import Inspection Technical Assessment Report and the Automatic Import License by 15th August, 2018, this agreement shall become null and void and the Parties shall have no claim against each other.

The Buyers to keep Sellers fully informed of Import Permit Status including transactions and stage of events that are taking place for Sellers’ guidance

(b) *The Buyers shall have the right to inspect the Vessels classification records and declare whether same are accepted or not within *blank(State date/period).

The Sellers shall make the Vessel available for inspection at/in *blank(state place/range) within *blank (state date/period).

The Buyers shall undertake the inspection without undue delay to the Vessel.  Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

During the inspection, the Vessel’s dock and engine log books shall be made available for examination by the Buyers.

The Sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy two (72) hours after completion of such inspection or after the date/last day of the period stated in Line 59, whichever is earlier.

Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4(a) shall apply.

5. Time and place of delivery and notices

(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in *blank (state place/range) in the Sellers’ option at Shanhaiguan Shipbuilding Industry Co., Ltd, in Qinhuangdao, China as early as possible and no later than 21st August 2018.  The Vessel must arrive Shanhaiguan Shipbuilding Industry Co., Ltd in Qinhuangdao latest on or before 2400 hours local time 12th August, 2016.  If the Vessel cannot arrive Shanhaiguan Shipbuilding Industry Co, Lid in Qinhuangdao within this time, the Buyers have the right to cancel or maintain this Agreement.

The actual delivery time to be determined and agreed after obtaining the Import Inspection Technical Assessment Report and the Automatic Import License.

After completion of discharge in Dandong, the Vessel will sail to open sea to prepare vessel with bunkers onboard less than 30% as per Clause 7 and the Sellers shall make the Vessel ready for delivery soonest after arrival in Qinhuangdao.  The delivery time will be mutually agreed by both parties within the cancelling date after obtaining the Import Inspection Technical Assessment Report and the Automatic Import License.

Notice of Readiness shall not be tendered before: ________(date).

Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14): 21^st August, 2018 in Buyers option

(b) After this Agreement is signed and the Import Inspection Technical Assessment Report obtained, the Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall provide the Buyers with twenty (20), five (5), six (6) and three (3) and two (2) days as applicable and approximate and 1 day definite notice of the date the Sellers intend to tender Notice of Readiness and of the intended place of delivery.

The Buyers at their cost and responsibility shall arrange berth availability atShanhaiguan Shipbuilding Industry Co., Ltd, in Qinhuangdao, China.  However, the Sellers local agents have to take care of all Sellers’ responsibilities in arranging clearance, pilotage, tugs assistance, coordinations with Buyers local agents and shipyard etc

Buyers shall pay for the berth fee.

In case such berth is not available or Buyers fail to arrange for such berth, the Buyers shall take over the vessel at Shanhaiguan Shipyard anchorage.

When the Vessel is at the place of delivery and physically ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

(c)  If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date stipulated in line 79.

If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.

(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being ready by the original Cancelling Date.

(e)  Should the Vessel become an actual, constructive or compromised total loss before delivery the Deposit together with interest earned, if any, shall be released immediately to the Buyers whereafter this Agreement shall be null and void. 

6. Divers Inspection / Drydocking

(a)*

(i) The Vessel will be delivered without drydocking.  However, the Buyers shall have the option right at their cost and expense to arrange for an underwater inspection by a diver approved by the Classification Society at berth of Shanhaiguan Shipbuilding Industry Co., Ltd. it available or another suitable location near the port of delivery prior to the delivery of the Vessel.  Such option shall be declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.  The Sellers shall at their cost and expense make the Vessel available for such inspection.  This inspection shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers.  The Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.  The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society.  If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in which event the Cancelling Date shall be extended by the additional time required for such positioning and the subsequent re-positioning.  The Sellers may

not tender Notice of Readiness prior to completion of the underwater inspection.

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the Classification Society’s attendance.

Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society, whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs.  The estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless the Parties agree otherwise.  Should either of the Parties fail to obtain such a quote within the stipulated time then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair costs.  The Sellers may not tender Notice of Readiness prior to such estimate having been established.

(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5(a).  Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose of this Clause, become the new port of delivery.  In such event the Cancelling Date shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of fourteen (14) twenty (20) days.

(b) * The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society’s rules.  If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society without condition/recommendation^**.  In such event the Sellers are also to pay for the costs and expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society’s fees.  The Sellers shall also pay for these costs and expenses if parts of the tailshaft system are condemned or found defective or broken so as to affect the Vessel’s class.  In all other cases, the Buyers shall pay the aforesaid costs and expenses, dues and fees.

(c) If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:

(i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor.  If such survey is not required by the Classification Society, the Buyers shall have the option to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society’s rules for tailshaft survey and consistent with the current stage of the Vessel’s survey cycle.  The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society.  The drawing and refitting of the tailshaft shall be arranged by the Sellers.  Should any part of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society without condition/recommendation**.

(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out or if parts of the system are condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall pay these costs and expenses.

(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.

(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk, cost and expense without interfering with the Seller’s or the Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely delivery.  If, however, the Buyers’ work in drydock is still in progress when the

Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense.  In the event that the Buyers’ work required such additional time, the Sellers may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in drydock or not.

* 6 (a) and 6 (b) are alternatives; delete whichever is not applicable.  In the absence of deletions, alternative 6 (a) shall apply.

**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

7. Spares, bunkers and other items

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or unused, whether on board or not shall become the Buyers’ property, but spares on order are excluded.  Forwarding charges, if any, shall be for the Buyers’ account.  The Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers.  Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings including the slop chest are excluded from the sale without compensation, as well as the following additional items:*blank (include list)

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation: _______ (include list)

Excluded items from the sale are as follows :

Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal belongings Including the slop chest are excluded from the sale without compensation, as well as the following additional items :

All Log Books for Deck, Engine and Radio (the Buyers are allowed to make copies)

All lSPS, ISM and quality documentation and correspondence, SSP (Ship Security Plan)

Training video library, books

Crew/Officers library/walport videos

All Master’s Slop chest/Bonded stores, all Master’s and crew’s personal belongings

Personal lap-top computers

Personal cell phones

Contents of Master’s safe

Certificates/documents to be returned to authorities (The Buyers are allowed to make copies.)

Videotel on demand (VOD) for crew training

Logbooks shall be retained by the Sellers.  However, the Buyers have the right to take photocopies/copy of the logbooks onboard before delivery at the Buyers’ cost.

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation :

- INFINITY Communication Box

Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale without compensation :

Items on board at the time of inspection which are on hire or owned by third parties, not listed above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and pay either:

(a)  *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

(b)  *the current net market price (excluding barging expenses) at the port and date of delivery of the Vessel or, if unavailable, at the nearest bunkering port.

for the quantities taken over.

At the port and date of delivery, Buyers shall take over the remaining bunkers on board and pay extra to the Sellers at Singapore Platts as published one (1) Banking Day prior the delivery date.  Buyers also shall pay extra for unused lubricating oils in designated storage tanks and sealed drums/pails that have not passed through the Vessel’s system at Sellers’ last net purchase prices, but excluding barging expenses, as evidenced by invoices or vouchers.

Quantities of remaining bunkers and unused lubricating oils onboard are to be measured jointly by the representative onboard 2 days before delivery and adjusted accordingly on the day of delivery and a relevant statement to be agreed and signed by the Sellers and the Buyers representatives.

The Sellers agree to deliver with HFO quantity remaining onboard at the time of delivery should be less than 30% of the HFO tank capacity and MDO/MGO quantity remaining onboard at the time of delivery should be less than 30% of the MDO/MGO respective tank capacity.

If, however, the last port of call before the port of delivery is either Hong Kong or Macau or Taiwan, the Sellers agree to deliver with HFO and MGO and/or MOO quantity remaining onboard at the time of delivery should be less than 5% of the HFO and MGO and/or MDO tanks designed capacity.

The Sellers shall provide to the Buyers a preliminary estimate of bunkers and unused lubricating oils remaining onboard and their values at least 5 Banking Days (together with invoices and vouchers) prior tendering Notice of Readiness.

Should the HFO and the MOO quantities remaining on board at the time of delivery are in excess of the aforesaid quantities, the NOR shall be deemed invalid and the Buyers have the right not to take delivery of the Vessel.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (Inspection), if applicable.  If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*(a) and (b) are alternatives, delete whichever is not applicable.  In the absence of deletions alternative (a) shall apply.

8. Documentation

The place of closing: Funds Holder’s Office

(a) In exchange for payment of the Purchase Price shall provide the Buyers with the following delivery documents:

(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other debts whatsoever, duly notarially attested and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to authorise the execution, delivery and performance of this Agreement;

(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate);

(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the closing meeting with the original to be sent to the Buyers as soon as possible after delivery of the Vessel;

(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation;

(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to the Buyers promptly and latest within four (4) weeks after the Purchase Price has been paid and the Vessel has been delivered;

(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry does not as a matter of practice issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;

(viii) Commercial Invoice for the Vessel;

(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the Vessel’s communication contract which is to be sent immediately after delivery of the Vessel;

(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement; and

(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation.

(b) At the time of delivery the Buyers shall provide the Sellers with:

(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to authorise the execution, delivery and performance of this Agreement; and

(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement, duly notarially attested and legalised

or apostilled (as appropriate).

Sellers and Buyers to provide a list of closing documents reasonably required for the registration of the Vessel which are to be mutually agreed and incorporated into this Agreement as an Addendum hereto.  Same is not to delay the signing of this Agreement, however to be agreed without unnecessary delay.

At the time of delivery the Sellers shall hand over to the Buyers all classification certificates as well as all plans/instruction books/manuals/etc. which are on board the Vessel whereas all operational and technical documentation which exist ashore in Sellers’ possession shall be promptly forwarded to Buyers immediately after ships delivery at Buyers’ expenses.  The Sellers may keep the vessel’s log books, but the Buyers to have the right to make copies of same.

After this Agreement is signed, the Buyers have the right to request andreceive in copy of all certificates (Class, Trading, statutory etc) including but limited to Safe Manning, DOC, SMC, CSR, Radio Licence, International Tonnage Registration certificate as required for the Buyers’ new registration.

(A)In relation to the original Free from Encumbrances Certificate (the “Clean Transcript of Register”): On date of closing in Hong Kong the Sellers shall provide Buyers with an original Clean Transcript of Register issued by Malta Maritime Authority (“MMA”) dated not earlier than 3 Banking Days prior to tender of NOR, evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered encumbrances.

(B)In relation to the original Deletion Certificate: On the date of closing and upon conclusion of the transfer of title and delivery of the Vessel to the Buyers, Sellers will proceed with applying for (i) the deletion of the Vessel from the MMA and (ii) the issuance of the Deletion Certificate and Closed CSR.  Such applications, at the request of the Sellers, shall be stamped by the MMA by way of receipt and scanned copies of same can be made available to the Buyers on the same date.  Sellers will provide Buyers with scanned copies of the Deletion Certificate and Closed CSR of the Vessel issued within two (2) banking days in Malta from the date of delivery from the MMA.  In order to ensure that the Deletion Certificate and the Closed CSR will be issued earliest possible, Sellers·authorized representative immediately after physical delivery of the Vessel, will collect the originals Registry Certificate, Radio License and DOC on board the Vessel and travel at Sellers’ cost to Malta so as to deliver same ta the MMA.  Upon issuance of the originals of the Deletion Certificate and Closed CSR from MMA, Buyers’ authorized representative shall collect same and take the earliest available flight so as to travel at Buyers’ cost to Buyers nominated place and deliver by hand the originals of the Deletion Certificate and Closed CSR to the Buyers.  The Sellers will provide an undertaking confirming that scanned copies of the Deletion Certificate and the Closed CSR will be issued within two (2) banking days in Malta from the date of delivery.

Certificates/documents to be returned to the authorities include the following items (Buyers are allowed to make copies) :

1.Vessel’s Original Registry Certificate

2.Radio License

3.Document of Compliance

(c) If any of the documents listed in Sub clauses (a) and (b) above are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.

(d) The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub-clause (a) and Sub-clause (b) the documentary addendum above for review and comment by the other party not later than *blank (state number of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this Agreement.

(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b), the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel.  Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers have the right to take copies.

(f) Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be forwarded to the Buyers at their expense, if they so request.  The Sellers may keep the Vessel’s log books but the Buyers have the right to take copies of same.

(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

9. Encumbrances

The Sellers warrant that the Vessel, at the same time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other administrative detentions.  The Sellers hereby undertake to indemnify the Buyers against all consequences of any potential claims made against the Vessel which have been incurred prior to the time of delivery.

10. Taxes, fees and expenses

Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.

11. Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

However, the Vessel shall be delivered charter free of cargo and free of stowaways with her Class maintained without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, clean, valid and unextended without condition/ recommendation* by the Classification Society or the relevant authorities at the time of delivery.

The Vessel’s CMS items shall be valid and up to date without outstanding at the time of delivery.

The Vessel shall be delivered with her cargo holds fully clean and swept, and free of cargo and cargo residues.  However, the Sellers have the option to deliver Vessel with her cargo holds as they are left by stevedores after completion of cargo onboard by paying the Buyers a lumpsum of USD 4,200, - in lieu of cargo hold cleaning.

“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b) (inspection), if applicable.  If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12. Name/markings

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

13. Buyers’ default

Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers have the right to cancel this Agreement., in which case the Deposit together with interest earned, if any, shall be released to the Sellers.  If the Deposit does not cover their loss, tThe Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred by the Sellers together with interest.

14. Sellers’ default

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be

ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement.  If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel.  In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15. Buyers’ representatives

After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense.

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel.  The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

Upon the Sellers’ giving 3 days’ approximate notice, the Buyers have the right to place onboard 2 more representatives and 4 more Buyers’ officers and crew during daytime only.  The Sellers’ officers shall, reasonably and as practical as possible without delays to the Vessel’s delivery schedule and always at Master’s supervision, explain and show the Vessel’s main operation functions to the Buyers’ representatives and officers.

16. Law and Arbitration

(a) *This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators.  A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive law (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction.  The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the

arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc.

(c) This Agreement shall be governed by and construed in accordance with the laws of (state place) and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at *blank(state place), subject to the procedures applicable there.

*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable, In the absence of deletions, alternative 16(a) shall apply.

17. Notices

All notices to be provided under this Agreement shall be in writing. exchanged through the brokers involved.

Contact details for recipients of notices are as follows:

For the Buyers: *blank

For the Sellers: *blank

18. Entire Agreement

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or written between the Parties in relation thereto.

Each of the Parties acknowledges that in entering into this Agreement it has not relied on and shall have no right or remedy in respect of any statement, representation, assurance or warranty (whether or not made negligently) other than as is expressly set out in the Agreement.

Any terms implied into this Agreement by any applicable statute or law are hereby excluded to the extent that such exclusion can legally be made.  Nothing in this Clause shall limit or exclude any liability for fraud.

Clauses 19 to 21 form an integral part of this Agreement

19. Not-blacklisted Confirmation

Sellers to provide a letter confirming that to the best of their knowledge the vessel is not blacklisted by any Arab organisation of Damascus league or any other country or organisation.

20. Confidentiality

This offer and subsequent discussions/negotiations and any eventual sale shall be kept strictly private and confidential among all parties concerned, except where required by statutory or requirements for stock listed companies.  However, should the sale or any other details relating to the sale become known or reported in the market, neither the Sellers nor the Buyers shall have the right to withdraw from the sale or fail to fulfil all their obligations under the MOA

21. The Sellers shall confirm in writing at the time of closing that the Vessel’s Owners, Managers and Beneficial Owners are not listed as Sanction Entities of Individual under USA, EU and UN sanctions and are not part of OFAC list.

This Agreement is executed in 4 original copies with 3 original copies for the Buyers.

For and on behalf of the Sellers Tethys Owning Company Limited		For and on behalf of the Buyers Ningbo ZMHL Technology Co., Ltd.
/s/ ____________		/s/ Hu Yongcheng
Name:	_____________	Name:	Mr. Hu Yongcheng
Title:	Attorney-in-fact	Title:	Director

For and on Behalf of the Import Agent Zhejiang Nan Xin Shipping Co., Ltd
/s/ Chen Rui
Name:	Mr. Chen Rui
Title:	General Manager

EX-4.69

Exhibit 4.69

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (“Agreement”), dated as of 19th day of November 2018, is made by and between OIL TANKERS INVESTMENTS INC. of Marshall Islands (the “Buyer”) and LILAC SHIPMANAGEMENT S.A, a corporation organized under the laws of the Republic of the Marshall Islands (the “Seller”).

RECITALS

WHEREAS, the Seller directly owns shares, constituting all of the issued and outstanding capital stock of CERISE SHIPPING CORP, a corporation organized under the laws of the Republic of the Marshall Islands (the “Owner”);

WHEREAS, the Owner owns an oil tanker under the name m/t “BOTAFOGO”, registered under Malta flag, IMO Number 9395329 (the “Vessel”);

WHEREAS, the Seller wishes to sell and Buyer wishes to buy, all of the issued outstanding capital stock of the Owner (the “Shares”), on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements stated herein, the parties agree as follows:

ARTICLE I DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in (a) the preamble, (b) the recitals, (c) this Article I or (d) elsewhere in this Agreement, as the case may be:

Claim means any claim, demand, assessment, judgment , order, decree, action, and cause of action, litigation, suit, investigation or other Proceeding.

Debt means a loan agreement dated 20th January 2010 as amended, restated and supplemented from time to time and made between (1) the Owner as borrower (2) Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschaft (the “Bank”) as lender for an amount of up to a maximum of United States Dollars Thirty Million ($30,000,000) of which an amount of United States Dollars Eight Million Nine Hundred Twenty Eight Thousand Five Hundred Seventy One ($8,928,571) is outstanding by way of principal at the date of this Agreement.

Laws means all statutes, treaties, codes, ordinances, decrees, rules, regulations , municipal bylaws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, certificates, codes, licenses, permits, approvals, guidelines, voluntary restraints, inspection reports, or any provisions of such laws, including general principles of common law and equity and the requirements of all Governmental Bodies, binding or affecting the Person referred to in the context in which such word is used; and “Law” means any one of them.

Lien means (whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise): (i) any mortgage, lien, security interest, pledge, attachment, levy or other charge or encumbrance of any kind thereupon or in respect thereof; or (ii) any other arrangement under which the same is transferred, sequestered or otherwise identified with the intention of subjecting the same to, or making the same available for, the payment or performance of any liability in priority to the payment of the ordinary, unsecured creditors, and which under applicable law has the foregoing effect, including any adverse Claim.

Orders means judgments, writs, decrees, compliance agreements, injunctions, rules, awards, settlement agreements or orders of any governmental body or arbitrator.

Person means any individual, firm, corporation, partnership, Limited Liability Company, joint venture, association, trust, unincorporated organization, government or agency or subdivision thereof or any other entity.

Pledge of Shares means a first priority share pledge of all the shares of the Owner in the Seller executed by the Seller in favor of the Bank as Lender through a deed of charge dated 22nd January 2018 (the “Deed of Charge”).

Proceeding means an action, suit, litigation , claim, investigation, legal, administrative or arbitration proceeding.

ARTICLE IIPURCHASE OF SHARES; CLOSING

Section 2.1   Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, the Seller agrees to sell, transfer, convey, assign and deliver to the Buyer, and the Buyer agrees to acquire and buy from the Seller, the Shares.

Section 2.2   Closing. Within five (5) days from the fulfillment of the conditions set forth in Sections 6.1 and 6.2, the closing of the transactions contemplated hereby (the “Closing”) shall be held at a place upon which Buyer and Seller shall agree. The date on which the Closing is held is referred to in this Agreement as the “Closing Date”. The parties need not to be present at Closing, and documents may be delivered through counsel, and payment shall be by wire transfer to an account nominated by the Sellers.

Section 2.3   Purchase Price. The purchase price for the Shares that shall be paid by the Buyer to the Seller on or before the Closing Date shall consist of an amount United States Dollars Twenty Seven Million ($27,000,000) less the outstanding balance under the Debt on the basis of zero working capital and zero cash. Any adjustment of the Purchase Price shall be mutually agreed by the Seller and the Buyer and the Purchase Price will be adjusted accordingly within 30 days from the Closing Date. All costs associated with the Debt transfer shall be borne by the Buyer.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF SELLER

The Seller hereby represents and warrants to the Buyer on the date hereof and as of the Closing Date as follows:

Section 3.1   Organization of the Seller. The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 3.2   Organization of the Owner. (a) The Owner is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. (b) The Seller has heretofore delivered to the Buyer complete and correct copies of the constitutional documents of the Owner as currently in effect and the other corporate records. The corporate records are accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all applicable Laws and in compliance with the constitutional documents.

Section 3.3   Authority of the Seller. (a) The Seller has full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Seller and no other corporate proceedings on the part of the Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) that this Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms.

Section 3.4   Capitalization. (a) Schedule 1 sets forth the amount of authorized capital stock and the amount of the issued and outstanding shares of capital stock of the Owner. The Shares constitute all of the issued and outstanding common shares of the Owner; all such common shares are duly authorized, validly issued, fully paid and non-assessable and are owned legally and beneficially by the Seller, as set forth on Schedule 1. Other than this Agreement and the restrictions set forth in the Deed of Charge, there is no subscription, option, warrant, preemptive right, call right or other right, agreement or commitment of any nature relating to the voting, issuance, sale, delivery or transfer (including any right of conversion or exchange under any outstanding security or other instruments) by the Seller of the Shares, and there is no obligation on the part of the Seller to grant, extend or enter into any of the foregoing.

Section 3.5   Ownership of Purchased Shares. Subject to the restrictions set forth in the Deed of Charge, the Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller’s ability to vote such shares or to transfer such shares to the Buyer.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Sellers as of the date hereof and as of the Closing Date as follows:

Section 4.1   Organization. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Republic the Marshall Islands and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 4.2   Authority. (a) Buyer has the full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Buyer and no other corporate proceedings on the part of the Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) this Agreement has been duly and validly executed and delivered by the Buyer and constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.

ARTICLEV COVENANTS

Conduct of Business Pending Closing.  Buyer and Seller agree that between the date of the execution of this Agreement and the Closing Date, (i) the Seller shall conduct the business and maintain and preserve the assets of the Seller in the ordinary course of business; and (ii) the Buyer and the Seller shall use their reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct.

ARTICLE VICONDITIONS TO CLOSING

Section 6.1   Conditions to Obligations of Buyer.  The obligations of the Buyer to consummate the transactions contemplated herein are subject to satisfaction of the following conditions:

(a)Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained. In particular, the Seller shall obtain and provide evidence of:

(i)The Consent of the Bank to the sale of the Shares to the Buyer together with the assumption of the security interest created under Deed of Charge and the Debt by the Buyer

(ii)The release of the Deed of Charge granted by the Seller in favour of the Bank

(b)  Compliance. The Seller shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article III hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

Section 6.2 Conditions to Obligations of the Seller.  The obligations of the Seller to consummate the transactions contemplated herein are subject to satisfaction of the following conditions:

(a)    Purchase Price. Subject to the fulfillment of the conditions of Section 6.1, the Seller shall have advanced to the Buyer the Purchase Price under Section 2.3.

(b)   Corporate records. The Seller shall have delivered to the Buyer all resolutions passed· by the Board of Directors since the incorporation

(c)  Compliance. Buyer shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date.

(d)  Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained.

ARTICLE VII TERMINATION

Section 7.1Grounds for Termination.    This Agreement may be terminated at any time prior to the Closing Date:

(a)By the mutual written agreement of the Buyer and the Seller;

(b)By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer;

(c)By the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Seller;

(d)In the event that the Closing has not been effected by 15^th December 2018 or any other date as the Seller and the Buyer may agree, then this Agreement shall become null and void, having no effect whatsoever. No party shall be liable to the other for any loss and/or damage.

ARTICLEVIII INDEMNITY

Section 8.1 The Buyer shall save, indemnify and hold harmless each of the Seller and its officers, directors, shareholders, employees, partners, members, agents, attorneys and advisers against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by or arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Seller and its officers, directors, shareholders, employees, partners, members, agents, attorneys and advisers may suffer or incur (directly or indirectly) in the course of or as a result of performance of this Agreement.

ARTICLE IV GENERAL PROVISIONS

Section 9.1  Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be modified, amended or terminated except by a written instrument specifically referring to this Agreement signed by all the parties hereto.

Section 9.2  Execution of Further Documents Each party agrees to execute all documents necessary to carry out the purpose of this Agreement and to cooperate with each other for the expeditious fulfilment of the terms of this Agreement.

Section 9.3  Notices.  All notices and other communications hereunder shall be in writing (including e-mail) as agreed between the Parties.

Section 9.4 Choice of Law;·Resolution of Disputes. This Agreement shall be governed by and construed under the laws of England and Wales. All disputes, differences, controversies or claims arising out of or in connection with this Agreement shall be referred to arbitration in London, England in accordance with the rules of the London Maritime Arbitrators Association (LMAA).

Section 9.5   Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties here to have executed this Agreement on the date first above written.

[SIGNATURE PAGE FOLLOWS]

For the Seller
By:	/s/ Dimitrios Glynos
Name:	Mr. Dimitrios Glynos
Title:	Attorney-in-fact
For the Buyer
By:	/s/ Dimitrios Dreliozis
Name:	Mr. Dimitrios Dreliozis
Title:	Attorney-in-fact

Schedule 1

CAPITALIZATION

CERISE SHIPPING CORP.

Total authorized share capital:

500 registered shares with par value $20.00 per share

Total issued and outstanding share capital:

500 common shares, par value $20.00 per share, registered in the name of LILAC SHIPMANAGEMENT S.A.

EX-4.70

Exhibit 4.70

Fifth Supplemental Agreement to Secured Loan Facility Agreement dated 20 January 2010 as amended and restated by a first deed of amendment and restatement dated 8 December 2010, a second deed of amendment and restatement dated 19 October 2012, as further amended and supplemented by a third supplemental agreement dated 27 April 2016 and as further amended and supplemented by a fourth supplemental agreement dated 22 January 2018

Dated 19 September 2018

(1) Cerise Shipping Corp.(as borrower)

(2) TMS Tankers Ltd.(as existing guarantor)

(3) Lilac Shipmanagement S.A.(as existing chargor)

(4) TMS Tankers Ltd.(as manager)

(5) Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft(as lender)

Contents

		Page
1	Interpretation	2
2	Conditions	3
3	Representations	7
4	Amendments to Loan Agreement	7
5	Release	10
6	Confirmations and Undertakings	10
7	Notices, Counterparts, Governing Law and Enforcement	10
Schedule 1 First Effective Date Confirmation		11
Schedule 2 Second Effective Date Confirmation		12
Schedule 3 The Charge Documents		13

Fifth Supplemental Agreement

Dated 19 September 2018

Between:

(1) Cerise Shipping Corp., a company incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Borrower”);

(2) TMS Tankers Ltd., a company incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 acting in its capacity as existing guarantor (in that capacity, the “Existing Guarantor”);

(3) Lilac Shipmanagement S.A., a company incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Existing Chargor”);

(4) TMS Tankers Ltd., a company incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 acting in its capacity as manager (in that capacity, the “Manager”); and

(5) Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft acting through its office at Adolphsplatz 7, 20457 Hamburg, Germany (the “Lender”).

Supplemental to a secured loan agreement dated 20 January 2010 as amended and restated by a first deed of amendment and restatement dated 8 December 2010, a second deed of amendment and restatement dated 19 October 2012, as further amended and supplemented by a third supplemental agreement dated 27 April 2016 and as further amended and supplemented by a fourth supplemental agreement dated 22 January 2018 (the “Loan Agreement”) made between the Borrower and the Lender, on the terms and subject to the conditions of which the Lender agreed to advance to the Borrower an aggregate amount not exceeding the lesser of (i) thirty million Dollars ($30,000,000) and (ii) sixty per cent of the Fair Market Value of the Vessel.

Whereas:

(A) The Borrower has made the following requests (together the “First Requests”):

(a) that the Lender permits the Borrower to have the option to request consent to a change in control of the Borrower whereby the New Chargor will acquire all of the issued shares in the Borrower (the “Option”); and

(b) that the Lender consents to certain amendments to the Loan Agreement.

(B) In the event that the Option is exercised by the Borrower, the Borrower has made the following further requests (the “Second Requests” and together with the First Requests, the “Requests”):

that the Lender consents to:

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(a) the acquisition of the issued shares in the Borrower by the New Chargor;

(b) the release of the Existing Chargor from its obligations under the Existing Shares Charge and the replacement of the Existing Chargor with the New Chargor who will enter into the New Shares Charge;

(c) the release of the Existing Guarantor from its obligations under the Existing Guarantee and the replacement of the Existing Guarantor with the New Guarantee who will enter into the New Guarantee; and

(d) certain consequential amendments to the Loan Agreement.

(C) The Lender has agreed to consent to the Requests on the terms set out in this Supplemental Agreement.

It is agreed that:

1 Interpretation

1.1 In this Supplemental Agreement:

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

1.1.2 “Existing Guarantee” means the guarantee and indemnity granted by the Existing Guarantor in favour of the Lender dated 8 December 2010.

1.1.3 “Existing Shares Charge” means the first priority deed of charge over of all the issued shares of the Borrower granted by the Existing Chargor in favour of the Lender dated 22 January 2018.

1.1.4 “First Effective Date” means the date on which the Lender confirms to the Security Parties in writing substantially in the form set out in Schedule 1 that all of the conditions referred to in Clause 2.1 have been satisfied, which confirmation the Lender shall be under no obligation to give if a Default shall have occurred.

1.1.5 “New Chargor” means Oil Tankers Investments Inc., a corporation incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

1.1.6 “New Guarantee” means the guarantee and indemnity to be granted by the New Guarantor in favour of the Lender.

1.1.7 “New Guarantor” means Dryships Inc., a corporation incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

1.1.8 “New Shares Charge” means the first priority deed of charge of all the issued shares of the Borrower to be granted by the New Chargor in favour of the Lender.

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1.1.9 “Relevant Documents” means the New Shares Charge and the New Guarantee.

1.1.10 “Second Effective Date” means the date on which the Lender confirms to the Security Parties in writing substantially in the form set out in Schedule 1 that all of the conditions referred to in Clause 2.3 have been satisfied, which confirmation the Lender shall be under no obligation to give if a Default shall have occurred.

1.1.11 “Security Parties” means all parties to this Supplemental Agreement other than the Lender and “Security Party” means any one of them.

1.2 All words and expressions defined in the Loan Agreement shall have the same meaning when used in this Supplemental Agreement unless the context otherwise requires, and clause 1.2 of the Loan Agreement shall apply to the interpretation of this Supplemental Agreement as if it is set out in full.

1.3 The Lender and the Borrower hereby designate this Supplemental Agreement as a Finance Document.

2 Conditions

2.1 As conditions for the agreement of the Lender to the First Requests and for the effectiveness of the First Effective Date, the Borrower shall deliver or cause to be delivered to or to the order of the Lender the following documents and evidence on or before the First Effective Date:

2.1.1 a copy of a certificate from a duly authorised officer of the Borrower, the Existing Guarantor and the Existing Chargor confirming that none of the documents delivered to the Lender pursuant to clauses 3.1 and 3.4 of the Loan Agreement have been amended or modified in any way since the date of their delivery to the Lender, or copies, certified by a duly authorised officer of the Borrower, the Existing Guarantor and the Existing Chargor as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified, with the original to follow within five (5) Business Days after the First Effective Date;

2.1.2 a copy, certified by the secretary or a duly authorised officer of the Borrower, the Existing Guarantor and the Existing Chargor as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and a resolution of the shareholders of the Borrower, the Existing Guarantor and the Existing Chargor (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Supplemental Agreement and any document to be executed by the Borrower, the Existing Guarantor and the Existing Chargor pursuant to this Supplemental Agreement;

2.1.3 a copy of a power of attorney of the Borrower, the Existing Guarantor and the Existing Chargor under which this Supplemental Agreement and any documents required pursuant to it are to be executed by Borrower, the

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Existing Guarantor and the Existing Chargor, with the original to follow within five (5) Business Days after the First Effective Date;

2.1.4 a copy certificate of good standing in respect of the Borrower, the Existing Guarantor and the Existing Chargor (if such a certificate can be obtained), with a certified copy by the legal counsel of the Borrower to follow within five (5) Business Days after the First Effective Date;

2.1.5 a copy certificate of the secretary or a duly authorised officer of the Borrower setting out the name of the Ultimate Beneficial Owner (as defined in Clause 4.1.1 below) as the ultimate beneficial owner of the Borrower, with a copy certified by the legal counsel of the Borrower to follow within five (5) Business Days after the First Effective Date.

2.1.6 a legal opinion of Stephenson Harwood LLP, legal advisers to the Lender as to English law as to this Supplemental Agreement and any document to be executed pursuant to this Supplemental Agreement, addressed to the Lender or confirmation satisfactory to the Lender that such opinions will be given;

2.1.7 a copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Supplemental Agreement or any documents reasonably required pursuant to it for the validity and enforceability of this Supplemental Agreement or any documents reasonably required pursuant to it; and

2.1.8 any documents which the Lender considers to be necessary in relation to the requirements of the German Banking Act (Kreditwesengesetz, KWG).

2.2 The Borrower shall deliver or cause to be delivered to or to the order of the Lender evidence of payment to the Lender of an amendment fee of $10,000 within five (5) Business Days after the First Effective Date and evidence that any fees, costs and expenses due from the Borrower under clause 8 (Transaction Expenses) of the Loan Agreement have been or will be paid not later than ten (10) Business Days after the date on which the relevant invoice is sent by the Lender to the Borrower.

2.3 As conditions for the agreement of the Lender to the Second Requests and for the effectiveness of Clause 4.1, the Borrower shall deliver or cause to be delivered to or to the order of the Lender the following documents and evidence on or before the Second Effective Date:

2.3.1 a copy of a certificate from a duly authorised officer of the Borrower confirming that none of the documents delivered to the Lender pursuant to Clauses 2.1.1, 2.1.2, 2.1.3 and 2.1.4 of this Supplemental Agreement have been amended or modified in any way since the date of their delivery to the Lender, or copies, certified by a duly authorised officer of the Borrower as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified, with the original to follow within five (5) Business Days after the Second Effective Date;

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2.3.2 a copy of the constitutional documents of the New Guarantor and the New Chargor, including in the case of the New Chargor, evidence that the shares in the New Shares Charge are wholly owned by the New Chargor, together with such other evidence as the Lender may reasonably require that each of the New Guarantor and the New Chargor are duly incorporated in its country of incorporation and remain in existence and in good standing with power to enter into, and perform its obligations under, the Relevant Documents to which it is or is to become a party, together with an original certificate of a duly authorised officer of the New Guarantor and the New Chargor certifying that each copy document relating to it specified in this Clause 2.3 is correct, complete and in full force and effect and setting out (i) the names of the directors, officers and shareholders of the New Chargor and the proportion of shares held by each shareholder of the New Chargor and (ii) the names of the directors and officers of the New Guarantor;

2.3.3 a copy, certified by the secretary or a duly authorised officer of the New Guarantor and the New Chargor as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and, where applicable, a resolution of the shareholders of the New Guarantor and the New Chargor (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, the Relevant Documents to which it is or is to become a party;

2.3.4 an original of a power of attorney of the New Guarantor and the New Chargor under which the Relevant Documents to which it is or is to become a party are to be executed by the New Guarantor and the New Chargor;

2.3.5 a copy (certified by the legal counsel of the Borrower) of a certificate of good standing in respect of the New Guarantor and the New Chargor (if such a certificate can be obtained);

2.3.6 the following legal opinions as to this Supplemental Agreement and any document to be executed pursuant to this Supplemental Agreement, each addressed to the Lender or confirmation satisfactory to the Lender that such opinions will be given:

(a) a legal opinion of Poles, Tublin, Stratakis & Gonzales LLP, legal advisers to the Lender as to Marshall Islands law; and

(b) a legal opinion of Stephenson Harwood LLP, legal advisers to the Lender as to English law;

2.3.7 such documentation and other evidence as the Lender may reasonably require of the New Guarantor and the New Chargor in order for the Lender to comply with all necessary “know your customer” or similar identification procedures in relation to the transactions contemplated in this Supplemental Agreement or for the purposes of the Lender renewing any such “know your customer” or similar identification procedures at any other time during the Facility Period; and

2.3.8 an original of the New Guarantee duly executed by the New Guarantor;

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2.3.9 an original of the New Shares Charge duly executed by the New Chargor in favour of the Lender together with all other documents required by the New Shares Charge, including, without limitation, all share certificates, transfer forms, proxy forms, letters of resignation and letters of undertaking;

2.3.10 an original certificate of the secretary or a duly authorised officer of the Borrower setting out the details of the directors, officers, shareholders and the shareholding of the Ultimate Beneficial Owner (as defined in Clause 4.1.1 below) as the ultimate beneficial owner of the Borrower, the New Guarantor and the New Chargor (in accordance with the Lender’s internal know your customer requirements);

2.3.11 an up to date copy of the Register of Share Transfer of the Borrower certified as true, accurate and complete by the secretary or a duly authorised officer of the Borrower;

2.3.12 an original of the new share certificate(s) of the Borrower in the name of the New Chargor as the owner of all the issued and outstanding shares in the Borrower;

2.3.13 a copy of the share purchase agreement between the Existing Chargor and the New Chargor, duly executed;

2.3.14 evidence that the New Guarantor owns all of the issued shares in the New Chargor, in the form of a copy, certified by the secretary or a duly authorised officer of the New Chargor as true, complete and accurate and neither amended nor revoked, of the share certificate(s) in the name of the New Guarantor as the owner of all the issued and outstanding shares in the New Chargor;

2.3.15 the Original Financial Statements of the New Guarantor together with a Compliance Certificate signed by any director or authorised signatory of the New Guarantor;

2.3.16 evidence that any process agent appointed by the New Guarantor pursuant to the New Guarantee has accepted its appointment;

2.3.17 evidence that any process agent appointed by the New Chargor pursuant to the New Shares Charge has accepted its appointment;

2.3.18 a notice from the Borrower advising the Lender of the acquisition of the issued shares in the Borrower by the New Chargor; and

2.3.19 a copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Supplemental Agreement or any documents required pursuant to it for the validity and enforceability of this Supplemental Agreement or any documents required pursuant to it.

2.4 All documents and evidence delivered or to be delivered to the Lender pursuant to this Clause 2 shall:

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2.4.1 be in form and substance acceptable to the Lender;

2.4.2 be accompanied, if required by the Lender, by translations into the English language, certified in a manner acceptable to the Lender;

2.4.3 if required by the Lender, be certified, notarised, legalised or attested in a manner acceptable to the Lender; and

2.4.4 in the case of the New Guarantee and the New Shares Charge, be subject to any amendments to the forms agreed prior to the date of this Supplemental Agreement that the Lender may in its discretion require prior to the Second Effective Date.

3 Representations

3.1 Each of the representations contained in clause 11 of the Loan Agreement shall be deemed repeated by the Borrower at the date of this Supplemental Agreement, at the First Effective Date and at the Second Effective Date, by reference to the facts and circumstances then pertaining, as if references to the Finance Documents include this Supplemental Agreement and (as at the Second Effective Date) as if references to (i) the Finance Document included the New Guarantee and New Shares Charge and (ii) the Security Parties included the New Guarantor and the New Chargor.

3.2 Any representation made by a Security Party in any of the Security Documents to which it is a party shall be deemed repeated by that Security Party at the date of this Supplemental Agreement, at the First Effective Date and at the Second Effective Date, by reference to the facts and circumstances then pertaining.

4 Amendments to Loan Agreement

4.1 With effect from the Second Effective Date the following amendments will be made to the Loan Agreement:

4.1.1 the following definitions shall be inserted in clause 1.1 (Definitions and Interpretations) in alphabetical order:

“Fifth Supplemental Agreement” means the fifth supplemental agreement to this Agreement dated 19 September 2018 entered into between, amongst others, the Borrower and the Lender.

“First Effective Date” means the “Effective Date” as defined in the Fourth Supplemental Agreement.

“Fourth Supplemental Agreement” means the fourth supplemental agreement to this Agreement dated 22 January 2018 entered into between, amongst others, the Borrower and the Lender.

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“New Guarantee” means the guarantee and indemnity granted by the Corporate Guarantor in favour of the Lender.

“New Shares Charge” means the first priority deed of charge of all the issued shares of the Borrower granted by the Chargor in favour of the Lender.

“Second Effective Date” means the “Second Effective Date” as defined in the Fifth Supplemental Agreement.

“Ultimate Beneficial Owner” means Mr. George Economou, a citizen of Greece residing, as the date of this Agreement, at 38 Boulevard du Jardin Exotique, 98000 Monaco and/or any of his linear descendants.

4.1.2 The definition of “Chargor” shall be deleted in its entirety and replaced with the following:

“Chargor” means Oil Tankers Investments Inc., a corporation incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, a 100% wholly owned Subsidiary of the Corporate Guarantor.

4.1.3 The definition of “Corporate Guarantor” shall be deleted in its entirety and replaced with the following:

“Corporate Guarantor” means Dryships Inc., a corporation incorporated according to the law of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

4.1.4 In the definition of “Original Financial Statements”:

(a) the word “2016” shall be replaced with “2017”; and

(b) the word “combined” shall be replaced with “consolidated”.

4.1.5 In Clause 12.1.1 and 12.1.3 the word “combined” shall be replaced with “consolidated”.

4.1.6 The definition of “Security Documents” shall be read and construed to include the New Guarantee and the New Shares Charge.

4.1.7 All references to the “Guarantee” shall be read and construed as references to the New Guarantee.

4.1.8 All references to “Effective Date” shall be to the “First Effective Date”.

4.1.9 All references to the “Shares Charge” shall be read and construed as references to the New Shares Charge.

4.1.10 Clause 11.1.12 shall be deleted in its entirety and replaced with the following:

“No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency

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have been started or (to the best of the Borrower’s knowledge threatened) (other than in (i) relation to the Managers and (ii) as disclosed to the Lender prior to the Second Effective Date) which, if adversely determined, might reasonably be expected to have a materially adverse effect on the business, assets, financial condition or credit worthiness of any Security Party.”

4.1.11 Clause 12.3.17 shall be deleted in its entirety and replaced with the following:

“No change in shareholding The Borrower shall not and shall procure that the Guarantor shall not, without the prior written consent of the Lender, permit any change in its beneficial ownership and control which, for the avoidance of doubt, shall include the Ultimate Beneficial Owner ceasing to hold equal to or more than 50% of the issued share capital of the Corporate Guarantor.”

4.1.12 Clause 13.1.4 shall be deleted in its entirety and replaced with the following:

“Cross default Any Financial Indebtedness of a Security Party (other than the Managers):

(a) is not paid when due or within any originally applicable grace period; or

(b) is declared to be, or otherwise becomes, due and payable before its specified maturity as a result of an event of default (however described); or

(c) is capable of being declared by a creditor to be due and payable before its specified maturity as a result of such an event.

No Event of Default will occur under this Clause 13.1.4 in the case of (i) the Borrower, if the aggregate amount of Financial Indebtedness is less than $1,000,000, (ii) the Chargor, if the aggregate amount of Financial Indebtedness is less than $1,000,000 or (iii) the Corporate Guarantor, if the  aggregate  amount  of  Financial  Indebtedness  is  less  than $10,000,000.”

4.1.13 In Clauses 13.1.5 (Insolvency) and 13.1.6 (Insolvency proceedings) reference to the Security Parties shall exclude the Managers.

4.1.14 Clause 13.1.8 shall be deleted in its entirety and replaced with the following:

“Change in ownership or control of the Borrower or the Guarantor There is any change in the beneficial ownership or control of the Borrower or the Guarantor from that advised to the Lender by the Borrower at the date of this Agreement which, for the avoidance of doubt, shall include the Ultimate Beneficial Owner ceasing to hold equal to or more than 50% of the issued share capital of the Corporate Guarantor.”

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5 Release

5.1 With effect from the Second Effective Date and without prejudice to the obligations of the Borrower under, or to the validity of, the Loan Agreement and without prejudice to the obligations of the Security Parties (other than the Existing Guarantor and the Existing Chargor) under, or to the validity of, the Security Documents (other than the Existing Guarantee and the Existing Shares Charge) all of which shall remain in full force and effect, the Lender hereby releases and discharges the Existing Guarantor and Existing Chargor from all their obligations under the Existing Guarantee and Existing Shares Charge and discharges all security granted by the Existing Guarantor and the Existing Chargor under the Existing Guarantee and Existing Shares Charge.

5.2 The Lender hereby undertakes promptly after the Second Effective Date to return to the Existing Chargor the Charge Documents (as defined in the Existing Shares Charge) delivered to the Lender pursuant to the Existing Shares Charge and specified in Schedule 3 to this Deed.

5.3 By executing this Supplemental Agreement the Borrower agrees that it will continue to be bound by its obligations under the Loan Agreement and that the Loan Agreement shall remain in full force and effect notwithstanding the provisions of Clause 5.1 of this Supplemental Agreement.

5.4 By executing this Supplemental Agreement the Manager agrees that it will continue to be bound by its obligations under the Security Documents which it may have executed in favour of the Lender pursuant to the Loan Agreement and that any such documents shall remain in full force and effect notwithstanding the provisions of Clause 5.1 of this Supplemental Agreement.

6 Confirmations and Undertakings

6.1 Subject to Clause 5 (Release), each of the Security Parties confirms that all of its respective obligations under or pursuant to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Loan Agreement made by this Supplemental Agreement, as if all references in any of the Security Documents to the Loan Agreement (however described) are references to the Loan Agreement as amended in this Supplemental Agreement.

6.2 The definition of any term defined in any of the Security Documents shall, to the extent necessary, be modified to reflect the amendment to the Loan Agreement made in this Supplemental Agreement.

7 Notices, Counterparts, Governing Law and Enforcement

The provisions of clause 17 (Notices), clause 20.5 (Counterparts) and clause 21 (Law and Jurisdiction) of the Loan Agreement shall apply to this Supplemental Agreement as if they are set out in full and as if (a) references to each Party are references to each party to this Supplemental Agreement, (b) references to the Finance Documents include this Supplemental Agreement and (c) references to the Borrower are references to each Security Party.

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Schedule 1

First Effective Date Confirmation

To: Cerise Shipping Corp. TMS Tankers Ltd. Lilac Shipmanagement S.A.

We, Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft, refer to the fifth supplemental agreement dated                                                   2018 (the “Fifth Supplemental Agreement”) relating to a secured loan agreement dated 20 January 2010 as amended and restated by a first deed of amendment and restatement dated 8 December 2010, a second deed of amendment and restatement dated 19 October 2012 as further amended and supplemented by a third supplemental agreement dated 27 April 2016 and as further amended and supplemented by a fourth supplemental agreement dated 22 January 2018 (the “Loan Agreement”) made between Cerise Shipping Corp. as borrower and ourselves as the lender in respect of a loan to the Borrower from us of up to (i) thirty million Dollars ($30,000,000) and (ii) sixty per cent of the Fair Market Value (as defined in the Loan Agreement) of m.v. “BOTAFOGO”.

We hereby confirm that all conditions precedent referred to in Clause 2.1 of the Fifth Supplemental Agreement have been satisfied. In accordance with Clause 2.1 of the Fifth Supplemental Agreement the First Effective Date is the date of this confirmation.

Dated                                                            2018

Signed:

For and on behalf of

Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft

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Schedule 2 Second

Effective Date Confirmation

To: Cerise Shipping Corp. TMS Tankers Ltd. Lilac Shipmanagement S.A.

We, Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft, refer to the fifth supplemental agreement dated                                                   2018 (the “Fifth Supplemental Agreement”) relating to a secured loan agreement dated 20 January 2010 as amended and restated by a first deed of amendment and restatement dated 8 December 2010, a second deed of amendment and restatement dated 19 October 2012 as further amended and supplemented by a third supplemental agreement dated 27 April 2016 and as further amended and supplemented by a fourth supplemental agreement dated 22 January 2018 (the “Loan Agreement”) made between Cerise Shipping Corp. as borrower and ourselves as the lender in respect of a loan to the Borrower from us of up to (i) thirty million Dollars ($30,000,000) and (ii) sixty per cent of the Fair Market Value (as defined in the Loan Agreement) of m.v. “BOTAFOGO”.

We hereby confirm that all conditions precedent referred to in Clause 2.3 of the Fifth Supplemental Agreement have been satisfied. In accordance with Clauses 2.3 and 4.1 of the Fifth Supplemental Agreement the Second Effective Date is the date of this confirmation and the applicable amendments to the Loan Agreement are now effective.

Dated                                                            2018

Signed:

For and on behalf of

Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft

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Schedule 3

The Charge Documents

(a) All certificates in respect of the Initial Shares;

(b) an undated letter of resignation signed by each of the directors of the Borrower together with a letter of authority to complete the same;

(c) an undated instrument of transfer executed in blank in respect of all of the Initial Shares;

(d) an undertaking from the Borrower;

(e) an irrevocable proxy in favour of the Lender; and

(f) an undated letter of instruction from the Borrower to change its address of record.

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In witnessof which the parties to this Supplemental Agreement have executed this Supplemental Agreement as a deed the day and year first before written.

Borrower
Signedand delivered		)
as a Deed		)
by Cerise Shipping Corp.		)
acting by		)
		)
its duly authorised		)
Attorney-in-fact		)
in the presence of:
Anastasia Pavil
Witness signature:	/s/ Anastasia Pavil
Name:	Anastasia Pavil
	Attorney-at-Law
Address:	52 Ag. Konstantinou Street – 151 24 Marouis Athens, Greece Tel.: +30 210 6410580

Existing Guarantor
Signedand delivered		)
as a Deed		)
by TMS Tankers Ld.		)
acting by		)
		)
its duly authorised		)
Attorney-in-fact		)
in the presence of:
Anastasia Pavil
Witness signature:	/s/ Anastasia Pavil
Name:	Anastasia Pavil
	Attorney-at-Law
Address:	52 Ag. Konstantinou Street – 151 24 Marouis Athens, Greece Tel.: +30 210 6410580

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Manager
Signedand delivered		)
as a Deed		)
by TMS Tankers Ltd.		)
acting by		)
Savvas Tournis		)	/s/Savvas Tournis
its duly authorised		)
Attorney-in-fact		)
in the presence of:
Anastasia Pavil
Witness signature:	/s/ Anastasia Pavil
Name:	Anastasia Pavil
	Attorney-at-Law
Address:	52 Ag. Konstantinou Street – 151 24 Marouis Athens, Greece Tel.: +30 210 6410580

Existing Charter
Signedand delivered		)
as a Deed		)
by Lilac Shipmanagement S.A.		)
acting by		)
Savvas Tournis		)	/s/Savvas Tournis
its duly authorised		)
Attorney-in-fact		)
in the presence of:
Anastasia Pavil
Witness signature:	/s/ Anastasia Pavil
Name:	Anastasia Pavil
	Attorney-at-Law
Address:	52 Ag. Konstantinou Street – 151 24 Marouis Athens, Greece Tel.: +30 210 6410580

Lender
Signedand delivered		)
as a Deed		)
by Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft		)
acting by		)
James Foley-Comer		)	/s/ James Foley-Comer
its duly authorised		)
Attorney-in-fact		)
in the presence of:
Nicolo D'Anzi
Witness signature:	/s/ Nicolo D'Anzi
Name:	Nicolo D'Anzi
Address:	Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH

16

EX-4.71

Exhibit 4.71

Guarantee and Indemnity

Dated 14 December 2018

(1)Dryships Inc.

(2)Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschaft

Stephenson Harwood LLP 1 Finsbury Circus. London EC2M 75H T: +44 20 7329 4422 F: +44 20 7329 7100 DX: 64 Chancery lane I www.shlegal.com   STEPHENSONHARWOOD

Contents		Page
1	Definitions and Interpretation	2
2	Representations and Warranties	3
3	Guarantee and Indemnity	4
4	Preservation of Guarantor's Liability	5
5	Preservation of Lender's Rights	6
6	Undertakings	7
7	Payments	9
8	Currency	11
9	Set-Off	12
10	Application of Moneys	12
11	Partial Invalidity	12
12	Further Assurance	13
13	Miscellaneous	13
14	Notices	13
15	Law and Jurisdiction	13

Guarantee and Indemnity

Dated 14 December 2018

By:

(1) Dryships Inc., a company incorporated according to the law of the Marshall Islands whose registered address is at The Trust Company of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the "Guarantor")

In favour of:

(2) Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschaft acting through its office at Adolphsplatz 7, 20457 Hamburg, Germany (the "Lender").

Whereas:

(A) The Lender has agreed to lend to Cerise Shipping Corp., a company incorporated according to the law of the Marshall Islands (the "Borrower"), an amount not exceeding the lesser of (i) thirty million Dollars ($30,000,000) and (ii) sixty per cent (60%) of the Fair Market Value of the Borrower's wholly owned Maltese flag vessel "BOTAFOGO" (the "Vessel")(as defined therein) (the "Loan")on the terms and subject to the conditions set out in a loan agreement dated 20 January 2010 (the "Original Loan Agreement")as amended and restated by a first deed of amendment and restatement dated 8 December 2010 (the "First Deed of Amendment and Restatement") and a second deed of amendment and restatement dated 19 October 2012 and as further amended and supplemented by a third supplemental agreement dated 27 April 2016, a fourth deed supplemental agreement dated 22 January 2018 and a fifth supplemental agreement dated 19 September 2018 (the "Fifth Supplemental Agreement") made between the Borrower (as borrower) and the Lender (as lender), (the "Loan Agreement").

(B) Pursuant to the Loan Agreement and as a condition to the Lender to make the Loan available to the Borrower, Cardiff Marine Inc. (the "First Original Guarantor")entered into a guarantee and indemnity in favour of the Lender dated 20 January 2010 (the "First Guarantee").

(C) Pursuant to the First Deed of Amendment and Restatement, and as a condition to the Lender to continue to make the Loan available to the Borrower, TMS Tankers Ltd. (the "Second Original Guarantor")entered into a guarantee and indemnity in favour of the Lender dated 8 December 2010 (the "Second Guarantee").

(D) The Lender agreed to release the First Guarantor from the First Guarantee on 30 June 2015.

(E) As a result of Oil Tankers Investments Inc. having acquired all of the issued share capital of the Borrower from Lilac Shipmanagement S.A., the Lender has agreed to release the Second Original Guarantor from the Second Guarantee and the Borrower has, amongst other things, agreed to procure that the Guarantor execute and deliver this Guarantee and Indemnity in favour of the Lender.

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This Deed witnesses as follows:

1 Definitions and Interpretation

1.1 In this Guarantee and Indemnity:

"Default Rate"means interest at the rate calculated in accordance with clause 7.9 of the Loan Agreement.

"Finance Documents" means the Loan Agreement, any Master Agreement, the Security Documents and any other document designated as such by the Lender and the Borrower and "Finance Document" means any one of them.

"GAAP" means generally accepted accounting principles in the United States of America.

"Guarantor's Liabilities"means all of the liabilities and obligations of the Guarantor to the Lender under or pursuant to this Guarantee and Indemnity, from time to time, whether in respect of principal, interest, costs or otherwise and whether present, future, actual or contingent.

"Guarantor's Security Documents"means this Guarantee and Indemnity and any and all documents which may at any time be executed by the Guarantor as security for the payment of all or any part of the Guarantor's Liabilities.

"Indebtedness"means the aggregate from time to time of: the amount of the Loan outstanding; all accrued and unpaid interest on the Loan; and all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable by the Borrower to the Lender under all or any of the Finance Documents.

"Original Financial Statements"means the audited consolidated financial statements of the Guarantor for the financial year ended 2017.

1.2 Unless otherwise specified in this Guarantee and Indemnity, or unless the context otherwise requires; all words and expressions defined or explained in the Loan Agreement shall have the same meanings when used in this Guarantee and Indemnity.

1.3 In this Guarantee and Indemnity:

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

1.3.2 words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi- governmental bodies or authorities and vice versa;

1.3.3 references to Clauses are references to clauses of this Guarantee and Indemnity;

1.3.4 references to this Guarantee and Indemnity include the recitals to this Guarantee and Indemnity;

2

1.3.5 the headings and contents page(s) are for the purpose of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Guarantee and Indemnity;

1.3.6 references to any document (including, without limitation, to any of the Finance Documents) are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;

1.3.7 references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re- enacted;

1.3.8 references to the Lender include its successors, transferees and assignees; and

1.3.9 words and expressions defined or explained in the Master Agreement, unless the context otherwise requires, have the same meanings.

1.4 The Guarantor agrees to be bound by clause 1.4 (Contractual recognition of bail-in) of the Loan Agreement as if it is a party to the Loan Agreement.

1.5 This Guarantee and Indemnity incorporates the data protection information under the EU General Data Protection Regulation for authorized representatives/agent of "legal entities" of Deutsche Bank Aktiengesellschaft, a copy of which terms is attached as Appendix 1.

2 Representations and Warranties

The Guarantor represents and warrants to the Lender at the date of this Guarantee and Indemnity and (by reference to the facts and circumstances then pertaining) on each day throughout the Facility Period that:

2.1 all representations and warranties given by the Borrower in the Loan Agreement in respect of the Guarantor and/or the Guarantor's Security Documents are and will remain correct and none of them is or will become misleading; and

2.2 the Guarantor is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation and has the power to own its assets and to carry on its business as it is being conducted; and

2.3 the Guarantor has the power to enter into and perform the Guarantor's Security Documents and has taken all necessary action to authorise its entry into and performance of the Guarantor's Security Documents; and

2.4 the Guarantor is not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Guarantor or all or any part of its assets; and

2.5 this Guarantee and Indemnity constitutes legal, valid, binding and enforceable obligations of the Guarantor and each of the other Guarantor's Security Documents

3

will, when executed and delivered by the Guarantor, constitute legal, valid, binding and enforceable obligations of the Guarantor; and

2.6 all consents, licences, approvals and authorisations of, or registrations with or declarations to, any governmental authority, bureau or agency which _may be required in connection with the entry into, performance, validity or enforceability of the Guarantor's Security Documents have been obtained or made and remain in full force and effect and the Guarantor is not aware of any event or circumstance which could reasonably be expected adversely to affect the right of the Guarantor to hold and/or obtain renewal of any such consents, licences, approvals or authorisations; and

2.7 (other than as disclosed to the Lender prior to the date of this Guarantee and Indemnity) no litigation, arbitration or administrative proceeding of or before any court, arbitral body or agency which if adversely determined, might reasonably be expected to have a material adverse effect on the business or financial condition of the Guarantor have (to the best of the Guarantor's knowledge and belief) been started or threatened against the Guarantor; and

2.8 the entry into and performance of the Guarantor's Security Documents will not conflict with the constitutional documents of the Guarantor or any law or regulation or document applicable to, or binding on, the Guarantor or any of its assets; and

2.9 the Guarantor is not required to make any deduction or withholding from any payment which it may be obliged to make to the Lender under or pursuant to any of the Guarantor's Security Documents; and

2.10 it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Guarantor's Security Documents that it be filed, recorded or enrolled with any court or other authority in any country or that any stamp, registration or similar tax be paid on or in relation to any of the Guarantor's Security Documents; and

2.11 the Guarantor is not in breach of, or default under, any agreement of any sort binding on it or on all or any part of its assets; and

2.12 the Guarantor is not aware of any material facts or circumstances which have not been disclosed to the Lender and which might, if disclosed, have adversely affected the decision of a person considering whether or not to make loan facilities of the nature contemplated by the Loan Agreement available to the Borrower; and

2.13 the Guarantor has received a copy of the Loan Agreement and approves of, and agrees to, the terms and conditions of the Loan Agreement.

3 Guarantee and Indemnity

The Guarantor:

3.1 irrevocably and unconditionally guarantees the due and punctual observance and performance by the Borrower of all its obligations under the Finance Documents including, without limitation, the due and punctual payment of each and every part of the Indebtedness in accordance with the terms of the Finance Documents so that, if any of the Indebtedness is not paid when it is due and payable, whether on maturity

4

or otherwise, the Guarantor will, immediately on demand, make such payment to the Lender in the manner specified by the Lender, together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment; and

3.2 agrees, as a separate and independent obligation, that, if any of the Indebtedness is not recoverable from the Guarantor under Clause 3.1 for any reason, the Guarantor will be liable as a principal debtor by way of indemnity for the same amount as that for which the Guarantor would have been liable had that Indebtedness been recoverable, and agrees to discharge its liability under this Clause 3.2 by making payment to the Lender Immediately on demand together with interest on the amount demanded at the rate accruing on the same under the Loan Agreement from the date of demand until the date of payment, both before and after judgment.

4 Preservation of Guarantor's Liability

4.1 This Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness from time to time until the expiry of the Facility Period.

4.2 The Lender may without the Guarantor's consent and without notice to the Guarantor and without in any way releasing or reducing the Guarantor's Liabilities:

4.2.1 amend, vary, novate, or replace any of the Finance Documents (other than the Guarantor's Security Documents); and/or

4.2.2 agree with the Borrower to increase or reduce the amount of the Loan, or vary the terms and conditions for its repayment or prepayment (including, without limitation, the rate and/or method of calculation of interest payable on the Loan); and/or

4.2.3 allow any time or other indulgence to any of the other Security Parties under or in connection with any of the Finance Documents; and/or

4.2.4 renew, vary, release or refrain from enforcing any of the Finance Documents (other than the Guarantor's Security Documents); and/or

4.2.5 compound with any of the other Security Parties; and/or

4.2.6 enter into, renew, vary or terminate any other agreement or arrangement with any of the other Security Parties; and/or

4.2.7 do or omit or neglect to do anything which might, but for this provision, operate to release or reduce the liability of the Guarantor under this Guarantee and Indemnity.

4.3 The Guarantor's Liabilities shall not be affected by:

4.3.1 the absence of, or any defective, excessive or irregular exercise of, any of the powers of any of the other Security Parties; nor

4.3.2 any security given or payment made to the Lender by any of the other Security Parties being avoided or reduced under any law (whether English or foreign) relating to bankruptcy or insolvency or analogous circumstance in force from time to time; nor

5

4.3.3 any change in the constitution of the Guarantor or of any of the other Security Parties or of the Lender or the absorption of or amalgamation by the Lender in or with any other entity or the acquisition of all or any part of the assets or undertaking of the Lender by any other entity; nor

4.3.4 the liquidation, administration, receivership, bankruptcy or insolvency of the Guarantor or any of the other Security Parties; nor

4.3.5 any of the Finance Documents (other than this Guarantee and Indemnity) being defective, void or unenforceable, or the failure of any other person to ·provide the Lender with any security, guarantee or indemnity envisaged by the Loan Agreement; nor

4.3.6 any composition, assignment or arrangement being made by any of the other Security Parties with any of its creditors; nor

4.3.7 anything which would, but for this provision, have released or reduced the liability of the Guarantor to the Lender.

4.4 If this Guarantee and Indemnity ceases for any reason whatsoever to be continuing, the Lender may open a new account or accounts in the name of the Borrower. If the Lender does not open such a new account or accounts, it shall nevertheless be treated as if it had done so at the time that this Guarantee and Indemnity ceased to be continuing whether by termination, calling in or otherwise, in relation to the Borrower. As from the time of opening or deemed opening of a new account or accounts, all payments made to the Lender by or on behalf of the Borrower shall be credited or be treated as having been credited to the new account or accounts and shall not operate to reduce the amount for which this Guarantee and Indemnity is available at that time, nor shall the liability of the Guarantor under this Guarantee and Indemnity in any manner be reduced or affected by any subsequent transactions, receipts or payments.

5 Preservation of Lender's Rights

5.1 This Guarantee and Indemnity is in addition to any other security, guarantee or indemnity now or in the future held by the Lender in respect of the Indebtedness, whether from the Borrower, the Guarantor or any other person, and shall not merge with, prejudice or be prejudiced by, any such security, guarantee or indemnity or any contractual or legal right of the Lender.

5.2 Any release, settlement, discharge or arrangement relating to the Guarantor's Liabilities shall be conditional on no payment, assurance or security received by the Lender in respect of the Indebtedness being avoided or reduced under any law (whether English or foreign) in force from time to time relating to bankruptcy, insolvency or any (in the opinion of the Lender) analogous circumstance, and, after any such avoidance or reduction, the Lender shall be entitled to exercise all of its rights, powers, discretions and remedies under or pursuant to the Guarantor's Security Documents and/or any other rights, powers, discretions or remedies which it would otherwise have been entitled to exercise, as if no release, settlement, discharge or arrangement had taken place.

6

5.3 The Lender shall be entitled to retain the Guarantor's Security Documents until the Lender is satisfied in its discretion that it will not have to make any payment under any law referred to in Clause 5.2.

5.4 Until the expiry of the Facility Period the Guarantor shall not:

5.4.1 be entitled to participate in any sums received by the Lender in respect of any of the Indebtedness; nor

5.4.2 be entitled to participate in any security held by the Lender in respect of any of the Indebtedness nor stand in the place of, or be subrogated for, the Lender in respect of any such security; nor

5.4.3 take any step to enforce any claim against any of the other Security Parties (or their respective estates or effects), nor claim or exercise any right of set-off or counterclaim against any of the other Security Parties, nor make any claim in the bankruptcy or liquidation of any of the other Security Parties, in respect of any sums paid by the Guarantor to the Lender or in respect of any sum which includes the proceeds of realisation of any security held by the Lender under or pursuant to any of the Guarantor's Security Documents; nor

5.4.4 take any steps to enforce any other claim which it may have against any of the other Security Parties without the prior written consent of the Lender, and then only on such terms and subject to such conditions as the Lender may impose.

5.5 The Lender may, but shall not be obliged to, resort for its own benefit to any other means of payment at any time and in any order it thinks fit without releasing or reducing the Guarantor's Liabilities.

5.6 The Lender may enforce any of the Guarantor's Security Documents either before or after resorting to any other means of payment without entitling the Guarantor to any benefit from or share in any such other means of payment until the expiry of the Facility Period.

5.7 The Guarantor agrees that it is, and will throughout the Facility Period remain, a principal debtor in respect of the Guarantor's Liabilities.

5.8 No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under the Guarantor's Security Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Guarantor's Security Documents are cumulative and not exclusive of any rights or remedies provided by law.

6 Undertakings

6.1 The Guarantor shall pay to the Lender within five (5) days as of a written demand on a full indemnity basis all costs and expenses incurred by the Lender in or about or incidental to the exercise by it of its rights under any of the Guarantor's Security Documents, together with interest at the Default Rate on the amount demanded from the date of demand until the date of payment, both before and after judgment,

7

which interest shall be compounded with the amount demanded at the end of such periods as the Lender may reasonably select.

6.2 The Guarantor has not taken, and will not take without the prior written consent of the Lender (and then only on such terms and subject to such conditions ·as the Lender may impose), any security from any of the other Security Parties in connection with this Guarantee and Indemnity, and any security taken by the Guarantor notwithstanding this Clause shall be held by the Guarantor in trust for the Lender absolutely as a continuing security for the Guarantor's Liabilities.

6.3 The Guarantor will observe and perform any and all covenants and undertakings in the Loan Agreement whose observance and performance by the Guarantor the Borrower has undertaken to procure.

6.4 The Guarantor shall supply to the Lender as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of the Guarantor's financial years, its audited consolidated financial statements for that financial year, together with a compliance certificate, signed by a director or an authorised signatory of the Guarantor confirming compliance with this Guarantee and Indemnity at the date as at which those financial statements were drawn up and any further information representing its financial completion (included but not limited to cash flow forecasts) upon the request of the Lender. Each set of financial statements:

6.4.1 shall be certified by a director or officer or an authorised signatory of the Guarantor as fairly representing its financial condition as at the date at which those financial statements were drawn up; and

6.4.2 shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, the Guarantor notifies the Lender that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor's auditors deliver to the Lender:

(a) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(b) sufficient information, in form and substance as may be reasonably required by the Lender, to enable the Lender to make an accurate comparison between the financial position indicated in those financial statements and that indicated in the Original Financial Statements.

6.5 The Guarantor shall supply to the Lender as soon as the same become available, but in any event within ninety (90) days after the end of June and December during each of the Guarantor's financial years, the Guarantor's unaudited semi-annual consolidated financial statements for that year together with a compliance certificate, signed by a director or an authorised signatory of the Guarantor confirming

8

compliance with this Guarantee and Indemnity at the date as at which those financial statements were drawn up.

6.6 The Guarantor shall supply to the Lender:

6.6.1 promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any of the Security Parties and which might, if adversely determined, have a material adverse effect on the business or financial condition of any of the Security Parties; and

6.6.2 promptly, such further information regarding the financial condition, business and operations of any of the Security Parties as the Lender may reasonably request.

6.7 The Guarantor shall not without the prior written consent of the Lender make any substantial change to the general nature of its business from that carried on the date of this Guarantee.

6.8 At all times during the Facility Period the Guarantor shall maintain:

6.8.1 Working Capital in an amount greater than $0;

6.8.2 Cash and Cash Equivalents (on a consolidated basis) in an amount not less than $15,000,000;

6.8.3 a ratio of (i) Total Net Liabilities to (ii) Total Market Value Adjusted Assets (minus Cash and Cash Equivalents) of less than 0.50:1; and

6.8.4 Total Market Value Adjusted Assets minus Total Liabilities of not less than $150,000,000.

For the purposes of this Clause 6.8:

"Cash and Cash Equivalents" means, at any relevant time, the aggregate of:

(a) cash in hand or on deposit with any bank; and

(b) any other marketable instrument approved by the Lenders,

which are free from any Encumbrance and/or restrictions and to which a Group Member is beneficially entitled at that time and which are readily available to the Group Members of the Guarantor and capable of being applied against Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to any Encumbrance if the sole purpose of such deposit and/or restriction and/or Encumbrance is the maintenance of a minimum liquidity covenant under borrowing arrangements of any Group Member, as demonstrated by the then most recent financial statements in respect of the Guarantor.

"Fleet Market Value"means, as of the date of calculation, the aggregate of:

(a) the Fair Market Value of the Vessel; and

9

(b) the aggregate Fair Market Value of all other Fleet Vessels (other than the Vessel), as most recently determined pursuant to valuations of such vessels.

"Fleet Vessels"means the Vessel and any other vessel owned by any Group Member (but excluding vessels under construction).

"Group" means the Guarantor and its subsidiaries.

"Group Member"means the Borrower and any other entity which is part of the Group.

"Total Liabilities"means, at any time, the book value of the "Total Liabilities" of the Group as demonstrated by the then most recent financial statements in respect of the Group.

"Total Market Value Adjusted Assets"means, at any time, the aggregate of (a) the book value of the "Total Assets" of the Group (excluding Fleet Vessels) as demonstrated by the then most recent financial statements in respect of the Group and (b) the Fleet Market Value.

"Total Net Liabilities"means, at any time the Total Liabilities minus Cash and Cash Equivalents, each as demonstrated by the then most recent financial statements in respect of the Group.

"Working Capital"means, at any time, the current assets less the current liabilities of the Group (excluding the current liabilities maturing six months after the relevant calculation date), each as demonstrated by, and calculated in accordance with, the then most recent financial statements in respect of the Group.

7 Payments

7.1 All amounts payable by the Guarantor under or pursuant to any of the Guarantor's Security Documents shall be paid to such accounts at such banks as the Lender may from time to time direct to the Guarantor in the relevant currency in same day funds for immediate value. Payment shall be deemed to have been received on the date on which the Lender receives authenticated advice of receipt, unless that advice is received by the Lender on a day other than a Business Day or at a time of day (whether on a Business Day or not) when the Lender in its discretion considers that it is impossible or impracticable to utilise the amount received for value that same day, in which event the payment in question shall be deemed to have been received on the Business Day next following the date of receipt of advice by the Lender.

7.2 All payments to be made by the Guarantor pursuant to any of the Guarantor's Security Documents shall, subject only to Clause 7.3, be made free and clear of and without deduction for or on account of any taxes or other deductions, withholdings, restrictions, conditions, set-offs or counterclaims of any nature, and the Guarantor will not claim any equity in respect of any payment due from it to the Lender under or in relation to this Guarantee and Indemnity.

7.3 If at any time any law requires (or is interpreted to require) the Guarantor to make any deduction or withholding from any payment, or to change the rate or manner in which any required deduction or withholding is made, the Guarantor will promptly

10

notify the Lender and, simultaneously with making that payment, will pay whatever additional amount (after taking into account any additional taxes on, or deductions or withholdings from, or restrictions or conditions on, that additional amount) is necessary to ensure that, after making the deduction or withholding, the Lender receives a net sum equal to the sum which it would have received had no deduction or withholding been made.

7.4 If at any time the Guarantor is required by law to make any deduction or withholding from any payment to be made by it pursuant to any of the Guarantor's Security Documents, the Guarantor will pay the amount required to be deducted or withheld to the relevant authority within the time allowed under the applicable law and will, no later than thirty days after making that payment, deliver to the Lender an original receipt issued by the relevant authority, or other evidence acceptable to the Lender, evidencing the payment to that authority of all amounts required to be deducted or withheld.

7.5 If the Guarantor pays any additional amount under Clause 7.3, and the Lender subsequently receives a refund or allowance from any tax authority which the Lender identifies as being referable to that increased amount so paid by the Guarantor, the Lender shall, as soon as reasonably practicable, pay to the Guarantor an amount equal to the amount of the refund or allowance received, if and to the extent that it may do so without prejudicing its right to retain that refund or allowance and without putting itself in any worse financial position than that in which it would have been had the relevant deduction or withholding not been required to have been made. Nothing in this Clause 7.5 shall be interpreted as imposing any obligation on the Lender to apply for any refund or allowance nor as restricting in any way the manner in which the Lender organises its tax affairs, nor as imposing on the Lender any obligation to disclose to the Guarantor any information regarding its tax affairs or tax computations.

7.6 Any certificate or statement signed by an authorised signatory of the Lender purporting to show the amount of the Indebtedness or of the Guarantor's Liabilities (or any part of any of them) or any other amount referred to in any of the Finance Documents shall, save for manifest error or on any question of law, be conclusive evidence as against the Guarantor of that amount.

8 Currency

8.1 The Guarantor's liability under this Guarantee and Indemnity is to discharge the Indebtedness in the currency in which it is expressed to be payable (the "Agreed Currency").

8.2 If at any time the Lender receives (including by way of set off as described in Clause 9) any payment by or on behalf of the Guarantor in a currency other than the Agreed Currency, that payment shall take effect as a payment to the Lender of the amount in the Agreed Currency which the Lender is able to purchase (after deduction of any relevant costs) with the amount of the payment so received in accordance with its usual practice.

8.3 To the extent that any payment to the Lender (whether by the Guarantor or any other person and whether under any judgment or court order or otherwise) in a currency other than the Agreed Currency shall on actual conversion into the Agreed

11

Currency fall short of the relevant amount of the Indebtedness expressed in the Agreed Currency, then the Guarantor as a separate and independent obligation will indemnify the Lender against the shortfall.

9 Set-Off

9.1 The Guarantor irrevocably authorises the Lender at any time to set off without notice any sums then due and payable by the Guarantor to the Lender under this Guarantee and Indemnity (irrespective of the branch or office, currency or place of payment) against any credit balance from time to time standing on any account of the Guarantor (whether current or otherwise, whether or not subject to notice and whether or not that credit balance is then due to the Guarantor) with any branch of the Lender in or towards satisfaction of the Guarantor's Liabilities and, in the name of the Lender or the Guarantor, to do all acts (including, without limitation, purchasing or converting or exchanging any currency) which may be required to effect such set-off.

9.2 Despite any term to the contrary in relation to any deposit or credit balance at any time on any account of the Guarantor with the Lender, no such deposit or credit balance shall be repayable or capable of being assigned, mortgaged, charged or otherwise disposed of or dealt with by the Guarantor until the Guarantor's Liabilities have been discharged in full, but the Lender may from time to time permit the withdrawal of all or any part of any such deposit or balance without affecting the continued application of this Clause.

10 Application of Moneys

10.1 All sums which the Lender receives under or in connection with any of the Guarantor's Security Documents shall, unless otherwise agreed by the Lender or otherwise provided in the Loan Agreement, be applied by the Lender in or towards satisfaction of, or retention on account for, the Guarantor's Liabilities in such manner as the Lender may in its discretion determine.

10.2 The Lender may place any money received by it under or in connection with any of the Guarantor's Security Documents to the credit of a suspense account on such terms and subject to such conditions as the Lender may in its discretion determine for so long as the Lender thinks fit without any obligation in the meantime to apply that money in or towards discharge of the Indebtedness, and, despite such payment, the Lender may claim against any of the other Security Parties or prove in the bankruptcy, liquidation or insolvency of any of the other Security Parties for the whole of the Indebtedness at the date of the Lender's demand for payment pursuant to this Guarantee and Indemnity, together with all interest, commission, charges and expenses accruing subsequently.

11 Partial Invalidity

If, at any time, any provision of any of the Guarantor's Security Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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12 Further Assurance

The Guarantor agrees that from time to time on the written request of the Lender it will immediately execute and deliver to the Lender all further documents which the Lender may require for the purpose of perfecting or protecting the security intended to be created by the Guarantor's Security Documents.

13 Miscellaneous

13.1 All the covenants and agreements of the Guarantor in this Guarantee and Indemnity shall bind the Guarantor and its successors and permitted assignees and shall inure to the benefit of the Lender and its successors, transferees and assignees.

13.2 The representations and warranties on the part of the Guarantor contained in this Guarantee and Indemnity shall survive the execution of this Guarantee and Indemnity.

13.3 No variation or amendment of this Guarantee and Indemnity shall be valid unless in writing and signed on behalf of the Guarantor and the Lender.

13.4 A person who is not a party to this Guarantee and Indemnity has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee and Indemnity.

14 Notices

The provisions of clause 18 of the Loan Agreement shall apply (mutatis mutandis) to this Guarantee and Indemnity as if it were set out in full with references to this Guarantee and Indemnity substituted for references to the Loan Agreement and with references to the Guarantor substituted for references to the Borrower.

15 Law and Jurisdiction

15.1 This Guarantee and Indemnity and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and interpreted in accordance with English law.

15.2 For the exclusive benefit of the Lender, the Guarantor irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute (a) arising from or in connection with this Guarantee and Indemnity or (b) relating to any non-contractual obligations arising from or in connection with this Guarantee and Indemnity and that any proceedings may be brought in those courts.

15.3 Nothing contained in this Clause shall limit the right of the Lender to commence any proceedings against the Guarantor in any other court of competent jurisdiction nor shall the commencement of any proceedings against the Guarantor in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.

15.4 The Guarantor irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Clause and any claim that those proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any proceedings

13

commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.

15.5 Without prejudice to any other mode of service allowed under any relevant law, the Guarantor:

15.5.1 irrevocably appoints Ince Process Agents Ltd. of Aldgate Tower, 2 Leman Street, London E18QN as its agent for service of process in relation to any proceedings before the English courts; and

15.5.2 agrees that failure by a process agent to notify the Guarantor of the process will not invalidate the proceedings concerned.

In witness of which this Guarantee and Indemnity has been duly executed and delivered as a deed the day and year first before written.

Signed and delivered	)
as a Deed by	)
Dryships Inc.	)
acting by	)
Savvas Tournis	)	/s/Savvas Tournis
Its duly authorized	)
Attorney-in-Fact	)
In the presence of	)
Witness signature:
Name:
Address:
ANASTASIA G. PAVLI		/s/Anastasia G. Pavli
Attorney-at-Law 52Ag Konstantinou Street 151-24 Marousi Athens, Greece Tel.: +30 210 6140580

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Appendix 1

Data protection information under the EU General Data Protection Regulation for authorized representatives/agent of "legal entities"

15

Deutsche BankAktiengesellschaft

Data protection information under the EUGeneral Data Protection Regulation for authorisedrepresentatives/ agents of "legal entities"

April, 2018

The following information provides an overview of how we process your personal data and your rights under data protection law. Which specific data are processed and how they are used is explained below.

Please also forward this information to the current and future authorised representatives and beneficial owners as well as any co-obligors under a loan. These lnclude, e.g., beneficiaries in the event of death, commercial attorneys-In-fact (Prokuristen) or guarantors.

1.Who is responsible for the data processing and who can I contact in this regard

Controller.

Deutsche Bank AGTaunusanlage 1260325 Frankfurt am MainTelefon: (069) 910-10000Fax: (069) 910-10001E-mail: deutsche.bank@db.com

Our internal data protection officer maybe contacted at

Deutsche Bank AGData protection officerTaunusanlage 1260325 Frankfurt am MainTelefon: (069) 910-10000E-mail: datenschutz.db@db.com

2.What sources and data do we use

We process personal data that we receive from you in your capacity as the authorised representative/agent of the legal entity (prospective and/or existing client). We also process personal data from publicly available sources (e.g.. commercial registers and registers of associations media, Internet) which we lawfully obtain and are permitted to process.

Relevant personal data of the authorised representative/agent may be:

Name, address/other contact information (telephone. e-mail address), date/place of birth, gender, nationality, marital status, legal capacity, employed/self-employed, identification data (e.g., identification document data), authentication data (e.g., specimen signature), tax-ID.

When products/services are purchased and used, additional personal data may be collected, processed and stored in addition 10 the aforementioned data. These primarily include:

Information and records on knowledge of and/or experience with securities, interest rate/currency products/financial investments (MiFID status: suitability/appropriateness test).

1

3.Why do we process your data (purpose of the processing) and on what legal basis

We process the aforementioned personal data in compliance with the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG):

a.for the performance of contractual obligations (article 6 (1)b) GDPR)

The processing of personal data Is carried out in order to perform banking transactions and financial services pursuant to contracts with our clients or to take steps prior to entering into a contract. For further details on the purpose of the data processing, please refer to the respective contractual documentation and terms and conditions.

b.for compliance with a legal obligation (article 6 (1)c) GDPR) or in the public Interest (article 6 (1)e) GDPR)

As a bank, we are also subject to various legal obligations, i.e., statutory requirements (e.g., the German Banking Act /Kredltwesengesetz-KWG), the German Money Laundering Act (Geldwaschegesetz-GWG). the German Securities Trading Act (Wertpapierhandelsgesetz-WpHG). tax laws) as well as banking supervisory requirements (e.g., the European Central Bank , the European Banking Supervisory Authority. Deutsche Bundesbank and the German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht - BaFin). The purposes of processing include Identity and age verification as well as anti-fraud and anti-money laundering measures.

c.for the purposes of safeguarding legitimate Interests (article 6 (1) f) GDPR)

Where necessary, we process your data above and beyond the actual performance of our contractual obligations in order to safeguard the legitimate interests pursued by us or by a third party. Examples:

- Asserting legal claims and mounting a defence in the event of litigation

- Ensuring the bank's IT security and IT operations

- Preventing crimes

- Video surveillance to safeguard against trespassers, to gather evidence In the event of robbery or fraud or to document disposals and deposits, e.g., at ATMs

- Measures for building and systems security (e.g., admittance control)

-Measures to ensure against trespassing

d.on the basis of your consent (article 6 (1)a) GDPR)

Insofar as you have granted us consent to the processing of personal data for specific purposes (e.g., transfer of data within the association/Group), the lawfulness of such processing is based on your consent. Any consent granted may be revoked at any time. This also applies to the revocation of declarations of consent that are granted prior to the entry into force of the EU General Data Protection Regulation, i.e., prior to 25 May 2018. Please be advised that the revocation will only take effect in the future and does not apply to processing carried out prior thereto.

2

4.Who receives my data

Within the bank, those offices are given access to your data which re- quire them In order to perform our contractual and statutory obligations. Service providers and vicarious agents employed by us may also receive data for these purposes If they observe banking secrecy and our written instructions under data protection law. With regard to the transfer of data to recipients outside the bank, it must first of all be noted that as a bank we are under a duty to maintain secrecy about any customer-related facts and evaluations (applies equally to authorised representatives/agents) of which we may have knowledge (Banking secrecy under no. 2 of our Gen-eral Business Conditions). We may only disclose information about you If we are legally required to do so, if you have given your consent and/or if processors commissioned by us guarantee compliance with banking secrecy and the provisions of the GDPR/BDSG.

5.Is data transferred to a third country or to an international organisation

Data will only be transferred to bodies in countries outside the EU or the EEA (so-called third countries) if this is required for the execution of your client's orders (e.g., payment and securities orders), prescribed by law (e.g., reporting obligations under tax law), if you have given us your consent or in the context of commissioned data processing. If service providers in a third country are used, they are obligated to comply with the data protection level in Europe in addition to written instructions by agreement of the EU standard contractual clauses.

6.How long will my data be stored

We process and store your personal data as long as you are authorised to represent the respective legal entity in dealings with us.

If the data are no longer required for the performance of our contractual and statutory obligations, they are regularly deleted , unless their further processing {for a limited lime) is necessary for the following purposes:

 - Compliance with records retention periods under commercial and tax law, such as the German Commercial Code (Handelsgesetzbuch - HGB); the German Tax Code /Abgabenordnung-AO); the Banking Act {Kreditwesengesetz - KWG); the Money Laundering Act (Geld- waschegesetz - GwG); and the Securities Trading Act (Wertpapier- handelsgesetz - WpHG). The records retention periods prescribed therein range from two to 10 years.

3

Deutsche BankAktiengesellschaft

Data protection information under the EUGeneral Data Protection Regulation for authorisedrepresentatives Iagents of "legal entities"

April, 2018

- Preservation of evidence within the scope of statutes of limitations.  Under section 195 el seq. of the German Civil Code (BOrgertiches Gesetzbuch- BGBJ, these limitation periods may be up to 30 years, whereby the regular limitation period is three years.

7.What data protection rights do I have

Every data subject has a right of access (article 15 GDPR). a right to rectification (article 16 GDPR). a right to erasure  (article 17 GDPR), a right to restriction or processing (article 18 GDPR), a right to object (article 21 GDPR) and a right to data portability (article 20 GDPR). The right of access and right to erasure are subject to the restrictions under sections 34 and 35 BDSG. Data subjects also have a right to lodge a complaint with a supervisory authority (article 77 GDPR in conjunction with section 19 BDSG).

You may revoke your consent to the processing or personal data at any time. This also applies to the revocation of declarations or consent that are granted prior to the entry into force of the General Data Protection Regulation, i.e., prior to 25 May 2018. Please be advised that the revocation will only take effect In the future. Any processing that was carried out prior to the revocation shall not be affected thereby.

8.Am I under any obligation to provide data

Within the scope of our business relationship with the legal entity you represent in dealings with us. you must provide personal data which is necessary for accepting and executing any representative authority/authorisation and !he performance of the associated contractual obligations or which we are legally obligated to collect. As a rule, we would not be able to accept you as the authorised representative/agent without these data or we would have to revoke any existing representative authority/authorisation.

In particular, provisions of money laundering law require that we verify your identity before establishing the authority/authorisation, for example, by means of your identity card and that we record your name, place of birth, date of birth, nationality and your residential address. In order for us to be able to comply with this statutory obligation, you must provide us with the necessary information and documents in accordance with section 4(6) GWG and notify us without undue delay of any changes that may arise during the course of the business relationship. If you do not provide us with the necessary information and documents, we willnot be allowed to institute or continue the rrepresentative authority/authorisation requested by the respective legal entity.

Information on your right to object under article 21 of the General Data Protection Regulation (GDPR)

Ad hoc right to object

You have the right to object, on grounds relating to your particular situation, at any time to processing of personal data concerning you which is based on article 6(1) e) GDPR (processing in the public interest) and is based on article 6(1)(f) GDPR (processing for the purposes of safeguarding legitimate interests).

If you lodge an objection, we will no longer process your personal data unless we can demonstrate compelling legitimate grounds for the processing which override your interests, rights and freedoms or unless the processing is for the establishment, exercise or defence of legal claims. 

There are no formal requirements for lodging an objection; where possible it should be made by telephone to: +49 (69) 910 -10000 or alternatively at the branch.

4

EX-4.72

Exhibit 4.72

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"		BIMCO PART I
	2. Place and date VALETTA, MALTA 18th November 2018
3. Owners/Place of business (Cl. 1) CORYSIA OWNING COMPANY LIMITED Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) EGERIA MARINE INC. Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands
5. Vessel’s name, call sign and flag (Cl. 1 and 3) CONQUISTADOR Call Sign: 9HA4126 Flag: Malta IMO: 9724635
6. Type of Vessel BULK CARRIER	7. GT/NT 107665/66786
8. When/Where built 2016 - YANGZI XINFU S.B. CO. LTD, CHINA	9. Total DWT (abt.) in metric tons on summer freeboard 209.090 MT
10. Classification Society (Cl. 3) American Bureau of Shipping or any other Classification Society	11. Date of last special survey by the Vessel’s classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) Length :294.42 Breadth: 50.00 Depth: 24.90
13. Port or Place of delivery (Cl. 3) Worldwide at Owners’ option	14. Time for delivery (Cl. 4) 15 November – 15 December 2018	15. Cancelling date (Cl. 5) 15 December 2018
16. Port or Place of redelivery (Cl. 15) N/A	17. No. of months’ validity of trading and class certificates uponredelivery (Cl. 15) N/A
18. Running days’ notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) In accordance with Classification Society or Flag State requirements
20. Trading Limits (Cl. 6) WORLDWIDE WITHIN INSTITUTE WARRANTY LIMITS
21. Charter period (Cl. 2) See Clause 33	22. Charter hire (Cl. 11) See Clauses 34
23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV See Clause 34	25. Currency and method of payment (Cl. 11) Dollars/Bank Transfer

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) TBA	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) N/A
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) First priority statutory Mortgage in favour of KFW IPEX- BANK GmbH of Germany and Second priority statutory Mortgage in favour of DEKABANK Deutsche Girozentrale	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Clause 13
30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 13	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 13
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) Three (3) Business Days	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) 30(a)
36. War cancellation (indicate countries agreed)(Cl. 26(f)) N/A
37. Newbuilding Vessel (indicate with ”yes” or “no” whether PART III applies)(optional) No, Part III does not apply	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional) No, Part IV does not apply	43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional) No, Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) N/A	45. Country of the Underlying Registry (only to be filled in if PART V applies) N/A
46. Number of additional clauses covering special provisions, if agreed Clause 32 to Clause 42
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall Include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It Is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter If expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that In the event of a conflict of conditions, the provisions of PART l and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) /s/ Dimitrios Glynos By: Dimitrios Glynos Title: Attorney-in-fact	Signature (Charterers) /s/ Dimitrios Dreliozis By: Dimitrios Dreliozis Title: Attorney-in-fact

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

1. Definitions See also Clause 32

In this Charter, the following terms shall have the meanings hereby assigned to them:

“The Owners" shall mean the party identified in Box 3;

“The Charterers" shall mean the party identified in Box 4;

“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

“Financial Instrument” means the mortgage, deed covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”).  See also Clause 33

3. Delivery

(not applicable when Part III applies, as indicated in Box 37)

(a)     The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy

And in every respect ready-in-hull, machinery and equipment for service under this Charter.

The vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13 in such ready safe berth as the Charterers may direct.

(b)     The Vessel shall be properly documented on delivery in accordance with the laws of the Fflag State indicated in Box 5 and the requirements of the Cclassification Ssociety stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.

(c)     The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by the latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15.  Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’ preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)     Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)     If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonably certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight (168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)     Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.

6. Trading Restrictions

The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.

The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as the extra premium or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter.  This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners' prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder.  The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and of the Off-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rate thereof.

8. Inspection

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:-

(a)     to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained.  The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)     in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g).  The costs and fees for such inspection or survey shall be paid by the Charterers; and

(c)     for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel).  The costs and fees for such inspection and survey shall be paid by the Charterers Owners.

All time used in respect of inspection, survey or repairs

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

shall be for the Charterers' account and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accident or damage to the Vessel.

The Charterers shall provide such necessary assistance to the Owners, their representatives or agents in respect of any inspection hereunder.

9. Inventories, Oil and Stores

A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel.  The Charterers and the Owners, respectively, shall at the time of delivery and redelivery take over and pay for all bunkers, lubricating oil, unbreached provisions, paints, ropes and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the ports of delivery and redelivery, respectively.  The Charterers shall ensure that all spare part listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.  The Charterers shall at the time of delivery take over and pay for all bunkers and lubricating oils in the Vessel as evidenced by invoices.

10. Maintenance and Operation

(a)(i)Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(I), if applicable, at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation costing (excluding the Charterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 percent of the Vessel’s insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ration in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30., the Charterers shall ensure that the same are complied with and the time and cost of compliance shall be for the Charterers’ account.

(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)     Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the vessel under this Charter, including annual Fflag State fees and any foreign general municipality and/or state taxes.  The Master, officers and his crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.

(c)     The Charterers shall keep the owners and the Mmortgagee(s) advised of the intended employment, planned dry docking and major repairs of the Vessel, as reasonably requestedrequired.

(d)     Flag and Name of Vessel - During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag (with all fees, costs and expenses arising in relation thereto for the Charterers account).  The Charterers also have the liberty, with the Owners’ and the Mortgagees’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period.  Any pPainting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.  If the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such physical presence or office shall be for the account of the Charterers.

(e)     Changes to the Vessel - Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without the instance first securing the Owners’ and Mortgagees’ approval thereof.  If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)     Use of the Vessel’s Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantially equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected.  The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use.  The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel.  Title of equipment so replaced shall vest in and remain with the Owners.  The Charterers have the right to fit additional equipment at their expense and risk (provided that no permanent structural damage is caused to the Vessel by reason of such installation) and but the Charterers

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

shall, at their expense, remove such equipment and make good any damage caused by the fitting or removal of such additional equipment before the Vessel is redelivered to the Owners pursuant to Clause 28 at the end of the period if requested by the Owners.  Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.

(g)     Periodical Dry-Docking – The Charters shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19.  or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or Flag State.

11. Hire See Clause 24

(a)     The Charterers shall pay hire due to the Owners punctuality in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)     The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable no later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to the Charterers.  Hire shall be paid continuously throughout the Charter Period.

(c)     Payments of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)     Final payment of hire, if for a period less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be affected accordingly.

(e)     Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of.  The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first.  Any hire paid in advance to be adjusted accordingly.

(f)     Any delay in payment of higher shall entitle the Owners to interest at the rate per annum as agreed in Box 24.  If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or is successor) for the currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due, increased by 2 perc., shall apply.

(g)     Payments of interest do under subclause 11(f) shall be made within seven (7) running days of the date of the Owners invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage See also Clause 35

(only to apply if Box 28 has been appropriately filled in)

*) (a)     The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b)     The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instruments.  The Charterers undertake to comply, and provide such information and documents reasonably required to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instruments or as may be directed from time to time during the currency of the Charter by the Mmortgagee(s) in conformity with the Financial Instruments.  The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instruments and agree to acknowledge this in writing in any form that may be reasonably required by the Mmortgagee(s).  The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28. and that they shall not agree to any amendment of the mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28)

13. Insurance and Repairs

(a)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense in accordance with the requirements set out in the Facility Agreements.  against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld.  Such insurances stated in this Clause 13 shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the Mmortgagees(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint.  Insurance policies shall cover the Owners, and the Charterers and the Mortgagees according to their respective interests.  Subject to the provisions of the Financial Instruments, if any, and the agreed loss payable clauses, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurance.

All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be the Charterers’ account.

(b)     If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively.  The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers are necessary.

(c)     The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be reasonably required to enable the Owners to comply with the insurance provisions of the Financial Instruments.

(d)     Subject to the provisions of the Financial Instru-

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

ments, if any, should the Vessel become a an actual, constructive, compromised or agreed Ttotal Lloss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Lenders in accordance with the agreed loss payable clauses Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interests.  and any amount in excess of all of the amounts owning and secured under the Facility Agreements in relation to the Vessel shall be paid to the Charterers.  The Charterers undertake to notify the Owners and the MmortgageeSs(s), if any, of any occurrences in consequence of which the Vessel is likely to become a Ttotal Lloss as defined in this Clause.

(e)     The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in the Financial Instruments of the Facility Agreements. Box 29.

14. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted).

(a)     During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto.  The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)    In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)     The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a).  The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)     The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)     All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses  as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)    If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively.  The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)     Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)     If the Vessel becomes an actual, constructive,  compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.

(j)     The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.

(I)     Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15. Redelivery

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct.  The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery.  Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period.  Notwithstanding the above, should the Charterers fail to redeliver the Vessel withinthe Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded.  All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16. Non-Lien

The Charterers will not suffer, nor permit to be continued,

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel.  The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

“This Vessel is the property of (name of Owners).  It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.” and a notice required by the Mortgagee as set out in clause 22.5 of the KFW and DEKA Facility Agreement.

17. Indemnity

(a)     The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period.  If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)     If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.  In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hiresand sub-freights belonging or due to the Charterers orany sub-charterers and any Bill of Lading freight for allclaims under this Charter, and the Charterers to have a lien on the Vessel for all moneys paid in advance andnot earned.

19. Salvage

Subject to the provisions of the Financial Instruments, aAll salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale

(a)     The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners and the Mortgagees., which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)     The Owners shall not sell the Vessel during the currency of this Charter. except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a)     The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carnage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules.  The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b)     The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

*) Delete as applicable.

24. Bank Guarantee

(Optional, only to apply if Box 27 filled in)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a)     Subject to the provisions of the Financial Instruments, iIn the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether itmay or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that if all hire has been paid by the Charterers hereunder then in the event of "Requisition for Hire" any Requisition Hire or compensation is received or receivable by the Owners, the same shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition".  In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition".

26. War

(a)     Subject to the provisions of the Financial Instruments, fFor the purpose of this Clause, the words "War

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)    The Vessel, unless the War Risks’ insurers written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks.  Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)    In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessel's war risks insurers until the prior written notice to war risks insures has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)     The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)     If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)      The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)      In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at  sea at a near, open and safe port as directed by the Owners.  In all cases hire shall continue to be paid in accordance with Clause 34 Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter.  If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission.  Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination

(a)      Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 34 Clause 11.  However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall givethe Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual.  Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:(1) Clause 6 (Trading Restrictions)(2) Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b)     Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c)     Loss of Vessel

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss.  For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

(d)     Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)     The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities.  Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure that the master and the crew follow the orders and directions of the Owners.

The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter.  The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative.  All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution

*) (a)     This Charter and any non-contractual obligations arising out of or in connection with it Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Charter Contract shall be referred to arbitration in London in accordance with the Arbitration Act or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators.  A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.  The language or any arbitrator proceedings shall be in English.

*) (b)     This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction.  The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US550,000 (or such other sum asthe parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c)     This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d)     Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:-

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice') calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose.  The mediation shall be conducted in such place and in accordance with such procedure and

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation.  The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e)    If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply.  Sub-clause 30(d) shall apply in all cases.

*)     Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

indicate alternative agreed in Box 35.

31. Notices See Clause 37

(a)     Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b)     The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IIIPROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37)

1. Specifications and Building Contract

(a)     The Vessel shall be constructed in accordance with the Building Contract (hereafter called the Building Contract") as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter- signed as approved by the Charterers.

(b)     No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers' consent.

(c)     The Charterers shall have the right to send their representative to the Builders' Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.

(d)     The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein.  Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders.  The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel's performance or specification or defects, if any.  Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies.  However, the Owners' liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers).  The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred.  Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties.  The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2. Time and Place of Delivery

(a)     Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders' Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders.  Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract.  The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)     If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)     If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii) if the Charterers wish to take delivery of the Vessel

they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)     Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3. Guarantee Works

If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works.  The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4. Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5. Survey on Redelivery

The Owners and the Charterers shall appoint surveyors  for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred.  The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IVHIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterershave fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid  for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is tree from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery.  Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims.  Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers' flag, shall be for Buyers' account.  Any taxes, consular and other charges and expenses connected with closing of the Sellers' register, shall be for Sellers' account.

In exchange for payment of the last month's hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any.  On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship's Register and deliver a certificate of deletion to the Buyers.  The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers' possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Sellers' risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43)

1. Definitions

For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: "The Bareboat Charter Registry" shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

“The Underlying Registry" shall mean the registry of the State in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2. Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28. the Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners under this Charter.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ADDITIONAL CLAUSES TO BARECON 2001 DATED 19^th  NOVEMBER

CLAUSE 32 - DEFINITIONS

“Actual Delivery Date” means the date when the Vessel is in fact delivered by the Owners to the Charterers pursuant to the Charter.

“Advance Charterhire” means the advance charterhire amount specified in Schedule 1.

“Business Day” means a day on which banks are open for business in the principal business centres of London, New York and Athens.

“Charter Guarantee” means the guarantee of the Charter Guarantor contained in this Charter.

“Charter Guarantor” means Dryships Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

“Charterhire” means each of, as the context may require, all of the quarterly instalments of hire payable hereunder comprising in each case:

(i) a component of Charterhire A; and

(ii) a component of Charterhire B.

“Charterhire A” means, in relation to a Payment Date, the fixed charterhire in accordance with the table set out in Schedule I (Payment Dates and Fixed Charterhire) as may be adjusted from time to time in accordance with clause 36 of this Charter.

“Charterhire B” means, in relation to a Payment Date, the interest component calculated in accordance with the terms of clause 8 of the KFW Facility Agreement, to accrue from the Actual Delivery Date onwards and for the duration of the Charter Period.

”Charter Period” has the meaning given to it in Clause 33 of this Chatter.

“Classification Society” means ABS or any classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies.

”Facility Agreements” means (a) a facility agreement dated 30 September 2016 as amended by a Supplemental Agreement dated 22 September 2017 and as further amended and supplemented by a Second Supplemental Agreement dated 9 October 2018 and entered into between inter alios (i) the Owners, Harpina Owning Company Limited and Pliades Owning Company Limited as joint and several borrowers, (ii) the banks and financial institutions listed therein as lenders (the “KFW Lenders”), (iii) KFW IPEX- Bank GmbH as arranger, agent and security agent, (iv) KFW IPEX- Bank GmbH as hedging provider and (v) Capeships Inc., Holdships Inc. as guarantors and (vi) Melite Owning Company Limited as collateral owner pursuant to which the lenders have agreed to make available and have made available to the Borrowers, jointly and severally, a loan of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) (the “KFW Facility Agreement”)and (b) a facility agreement dated 6 October 2016 as amended and supplemented by a Supplemental Agreement dated 27 March 2017 and as further amended and supplemented by a Second Supplemental Agreement dated 22 September 2017 and entered into between inter alios (i) Melite Owning Company Limited as borrower, (the “Borrower”) (ii) Dekabank Deutsche Girozentrale as arranger, agent and security agent and the financial institutions listed therein as lenders (the “DEKA Lenders”, together with the KFW Lenders the “Lenders”)(iii) Capeships Inc., the Owners, Pliades Owning Company Limited and Harpina Owning Company Limited as guarantors, pursuant to the terms of which the lenders have agreed to make available and

have made available to the Borrower a facility of up to Thirty Eight Million Eight Hundred and Fifty Thousand Dollars ($38,850,000) (the “DEKA Facility Agreement”,together with the KFW Facility Agreement the “Facility Agreements”).

“Financial Instruments” means the first and second priority mortgages, deed of covenants, the general assignments or such other financial security instruments granted to the Owners’ Lenders as security for the obligations of the Owners in relation to the Facility Agreements.

“Flag State” means the Malta, Marshall Islands, Liberia, Cyprus, Greece or the Cayman Islands or any other flag state approved by the Owners and the Mortgagees.

“Mortgagees” means (i) KFW IPEX- BANK GmbH of Palmengartenstrasse 5-9, D-60325, Frankfurt am Main, Germany and (ii) DEKABANK DEUTSCHE GIROZENTRALE of Mainzer Landstrasse 16, 60325 Frankfurt am Main, Germany.

“Payment Date” ·means each of the dates upon which Charterhire is to be paid by the Charterers to the Owners pursuant to clause 34.

“Permitted Security Interests” means:

(a) Security Interests created by a Financial Instrument; and

(b) other Security Interests permitted under the Facility Agreement or the Financial Instruments.

“Purchase Obligation” means the purchase obligation referred to in Clause 38.

“Purchase Obligation Date” means the date on which the Owners shall transfer the legal and beneficial interest in the Vessel to the Charterers, and the Charterers shall purchase the Vessel, being the date falling on the last day of the Charter Period.

“Purchase Obligation Price” means an amount equal to USD 5,850,000 (United States Dollars Five Million Eight Hundred and Fifty Thousand) as may be adjusted from time to time in accordance with clause 36 of this Charter.

“Security Interest” means a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien, assignment, hypothecation or any other security interest of any kind or any other agreement or arrangement having the effect of conferring a security interest;

“Total Loss” means:

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

(b) requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c) hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than 30 days.

CLAUSE 33 - CHARTER PERIOD

The period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date and terminate on the Final Repayment Date in respect of Advance B as defined in the KFW Facility Agreement unless otherwise terminated in accordance with the terms hereof.

CLAUSE 34 - CHARTERHIRE

34.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Chatter at the request of the Chatterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners, the Charterhire, the Advance Charterhire and the Purchase Obligation Price.

34.2 The Chatterers shall pay the Advance Charterhire to the Owners on the Actual Delivery Date which amount shall be non-refundable under all circumstances and no interest shall accrue on the Advance Cha1terhire.

34.3 Subject to the terms of this Clause 34, the Chatterers shall pay the Charterhire quarterly in arrears in 41 consecutive instalments to the Owners under this Charter. The payment dates will be 5 days prior to the Payment Dates, as same are specified in Schedule 1 (Payment Dates and Fixed Charterhire), or any other date as may be mutually agreed between the Chatterers and the Owners.

34.4 Time of payment of the Charterhire, the Advance Charterhire and other payments by the Charterers shall be of the essence of this Charter.

34.5 All payments of the Charterhire, the Advance Charterhire, the Purchase Obligation Price and any other amounts payable under the Charter shall be made in Dollars.

34.6 All Charterhire and any moneys payable hereunder shall be payable by the Charterers to the Owners to such account as the Owners may notify the Charterers in writing. Payment of the Charterhire and the Advance Charterhire and other moneys hereunder shall be at the Charterers’ risk until receipt by the Owners.

34.7 All stamp duty, value added tax, withholding or other taxes and import and export duties and all other similar types of charges which may be levied or assessed on or in connection with:

(a) the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and

(b) the import, export, purchase, delivery and re-delivery of the Vessel,

shall be borne by the Charterers. The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire and Advance Charterhire and other payments payable under this Charter by addition to, and at the time of payment of, such amounts.

34.8 If the Charterers fail to make any payment due under this Charter on the due date, they shall pay interest on such late payment at the default rate of two per cent. (2%) per annum plus the Interest Rate from the date on which such payment became due until the date of payment thereof.

34.9 All default interest and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

34.10 Any payment which is due to be made on a day which is not a Business Day, shall be made on the preceding Business Day in the same calendar month.

CLAUSE 35 - QUIET ENJOYMENT

35.1 Provided that the Charterers do not breach any terms of this Charter, the Owners hereby agree: (i) not to disturb or interfere or do or cause any person claiming on behalf of the Owners to disturb or interfere with the Charterers’ lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet

and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and (ii) without limiting (i), not to take any steps to wind up, liquidate or place in administration or receivership of the Owners or commence or continue any analogous proceedings in any jurisdiction in respect of the Owners.

CLAUSE 36 - SECURITY SHORTFALL

If at any time a prepayment is required to be made as provided in clause 25.12 of the KFW Facility Agreement, then such prepayment of the loan pursuant to clause 25.12 (a) (ii) of the KFW Facility Agreement shall be made by the Charterers. In such event the Charterhire A and/or the Purchase Obligation Price shall be adjusted pursuant to clause 25.12 (b) of the KFW Facility Agreement.

CLAUSE 37 - NOTICES

Any notice, certificate, demand or other communication to be served, given made or sent under or in relation to this Chatter shall be in English and in writing and (without prejudice to any other valid method or giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post, fax or by email to the following respective addresses:

(A)to the Owners:	c/o TMS DRY LTD. Address: Athens Licensed Shipping Office 11 Fragkokklisias Street, GR 151 25, Marousi, Athens, Greece Email: management@tms-dry.com
(B)     to the Charterers:	c/o DRYSHIPS MANAGEMENT SERVICES INC. Address: Athens Licensed Shipping Office 109 Kifisias Avenue and Sina Street GR 151 24, Marousi, Athens, Greece Email: management@dryships.com
(C)     to the Charterers’ Guarantor:	c/o DRYSHIPS MANAGEMENT SERVICES INC. Address : Athens Licensed Shipping Office 109 Kifisias Avenue and Sina Street GR 151 24, Marousi, Athens, Greece Email: management@dryships.com

or, if a party hereto changes its address or fax number, to such other address or fax number as that party may notify to the other.

CLAUSE 38 - PURCHASE OBLIGATION

Subject to other provisions of this Chatter, in consideration of the Owners entering into this Chatter, the Charterers shall, on the last day of the Chatter Period, be obliged to purchase from the Owners all of the Owners’ beneficial and legal right, title and interest in the Vessel and all belonging to her and the Owners and the Charterers shall perform their obligations referred to in Clause 39 and the Chatterer shall pay the Purchase Obligation Price on the Purchase Obligation Date unless this Chatter is terminated before the natural expiration of this Chatter or the Owners and the Chatterers agree otherwise.

CLAUSE 39 - SALE OF THE VESSEL BY PURCHASE OBLIGATION

Completion of the performance of the Purchase Obligation shall take place on the Purchase Obligation Date, whereupon the Owners will sell to the Charterers (or their nominee), and the Charterers (or their nominee) will purchase from the Owners, all the legal and beneficial interest and title in the Vessel, for the Purchase Obligation Price on an “as is where is” basis and on the following terms and conditions:

(i) the Vessel shall be free from any registered mortgages incurred by the Owners;

(ii) the Purchase Obligation Price, shall be paid by (or on behalf of) the Charterers to the Owners on the Purchase Obligation Date, together with unpaid amounts of Charterhire and other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Purchase Obligation Date which remain unpaid; and

(iii) concurrently with the Owners receiving irrevocable payment of the Purchase Obligation Price and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees and shall (at Charterers’ cost) execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers (and to the extent required for such purposes, the Vessel shall be deemed first to have been redelivered to the Owners).

CLAUSE 40 - NO SET-OFF OR TAX DEDUCTION

40.1 All Charterhire, Advance Charterhire or payment of the Purchase Obligation Price and any other payment made from the Charterers shall be paid punctually:

(a) without any form of set-off, cross-claim or condition; and

(b) free and clear of any tax deduction or withholding unless required by law.

40.2 If the Owners are required by law to make a tax deduction from any payment:

(a) the Owners shall notify the Charterers as soon as they become aware of the requirement; and

(b) the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

CLAUSE 41 - CHARTER GUARANTEE

41.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers and accepting this Charter Guarantee as security for the payment by the Charterers of sums due under this Charter, and subject only to Sub-clause 41.2 below, the Charter Guarantor hereby irrevocably and unconditionally guarantees to the Owners the punctual performance by the Charterers of all Charterers’ obligations under this Charter and to pay any amount due by the Charterers under this Charter within thirty (30) days

following service by the Owners of a relevant demand accompanied by relevant documented proof of such amount due.

41.2. If within fifteen (15) banking days after receipt of the above mentioned demand the Charter Guarantor receives (i) a written notice from the Charterers stating that they dispute the Owners’ claim and (ii) evidence that the matter has been referred to court of arbitration (as may be applicable), the Charter Guarantor shall not be obliged to make any payment under this Charter Guarantee until the latest of thirty (30) days after the dispute has been finally determined, and in any case following the exhaustion of any appeal process therefrom.

41.3 This Charter Guarantee is a continuing guarantee and will extend to the full completion of all Charterers’ obligations under this Charter.

CLAUSE 42 - MISCELLANEOUS

42.1 The Charterers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Charter.

42.2 No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to this Charter.

42.3 This Charter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Charter, as the case may be.

42.4 These additional clauses shall be read together with the BARECON 2001 to constitute this Charter as a single instrument. However, incase of any conflict between these additional clauses and the BARECON 2001, the terms of these additional clauses shall prevail.

42.5 The parties hereto agree to keep the terms and conditions of this Charter (the“Confidential Information”)strictly confidential, provided that such party may disclose Confidential Information in the following cases:

(a) as required in order to comply with statutory requirements for stock listed companies;

(a) it is already known to the public or becomes available to the public other than through the act or omission of the disclosing party;

(b) with the prior written consent of all parties hereto.

[Signature page follows]

/s/ Dimitrios Glynos

CORYSIA OWNING COMPANY LIMITED

Name: Dimitrios Glynos

Title: Attorney-in-fact

/s/ Dimitrios Dreliozis

EGERIA MARINE INC.

Name: Dimitrios Dreliozis

Title: Attorney-in-fact

/s/ Dimitrios Dreliozis

DRYSHIPS INC.

Name: Dimitrios Dreliozis

Title: Vice President - Finance

SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	m/v Conquistador
	Actual Delivery Date	$31,625,000(the “Advance Charterhire”)
1	18-Jan-19	$487,500
2	18-Apr-19	$487,500
3	18-Jul-19	$487,500
4	18-Oct-19	$487,500
5	18-Jan-20	$487,500
6	18-Apr-20	$487,500
7	18-Jul-20	$487,500
8	18-Oct-20	$487,500
9	18-Jan-21	$487,500
10	18-Apr-21	$487,500
11	18-Jul-21	$487,500
12	18-Oct-21	$487,500
13	18-Jan-22	$487,500
14	18-Apr-22	$487,500
15	18-Jul-22	$487,500
16	18-Oct-22	$487,500
17	18-Jan-23	$487,500
18	18-Apr-23	$487,500
19	18-Jul-23	$487,500
20	18-Oct-23	$487,500
21	18-Jan-24	$487,500
22	18-Apr-24	$487,500
23	18-Jul-24	$487,500
24	18-Oct-24	$487,500
25	18-Jan-25	$487,500
26	18-Apr-25	$487,500
27	18-Jul-25	$487,500
28	18-Oct-25	$487,500
29	18-Jan-26	$487,500
30	18-Apr-26	$487,500
31	18-Jul-26	$487,500
32	18-Oct-26	$487,500
33	18-Jan-27	$487,500
34	18-Apr-27	$487,500
35	18-Jul-27	$487,500

36	18-Oct-27	$487,500
37	18-Jan-28	$487,500
38	18-Apr-28	$487,500
39	18-Apr-28	$5,850,00 (the “Purchase Obligation Price”)

EX-4.73

Exhibit 4.73

Time Charter

GOVERNMENT FORM

Approved by the New York Produce Exchange

November 6th, 1913-Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946

This Charter Party, made and concluded in Athens the 19th day of November 2018....................................................................

Between Egeria Marine Inc, Marshall Islands………………………………………………………………………...

Owners of the good Malta Flag Steamship/Motorship M.V. "CONQUISTADOR" – See Clause 29 for specification of of                         tons gross register, and ……………………. tons net register, having engines of                         indicated hours power and with hull, machinery and equipment in a thoroughly efficient state, and classed………………………………………………….. at……………………. of about …………………… cubic feet bale capacity, and about ……………………. tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship's deadweight capacity, allowing a minimum of fifty tons) on a draft of … feet ………. inches on ……….. Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about ………………………………….. tons of fuel, and capable of steaming, fully laden, under good weather conditions about …knots on a consumption of about ………………………. tons of best Welsh coal best grade fuel oil best grade Diesel oil now under construction ……………………….

and TMS Dry Ltd. Charters of the Marshall Islands.

Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about an open ended period exact period in Charterer's Option, Owners have option to convert t/c to 12 months fixed rate t/c by giving Charterers 90 days notice, trading always via safe anchorage(s), safe berth(s), safe port(s), always afloat and always within Institute Warranty Limits, with lawful harmless bulk cargoes which to be loaded, stowed, carried, discharged in accordance with IMO recommendations and/or any other local/national regulations  and always in conformity with Vessel's class certificate requirements.

within below mentioned trading limits.

Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party.Acceptance of delivery shall not constitute a waiver of Owners' obligations under this Charter.

Vessel to be placed at the disposal of the Charterers, at on dropping last outward sea pilot one safe port Singapore/Japan range at any time, day or night, Sunday and Holidays included in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No.6), as the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No.5.  Vessel on her delivery to be ready to receive cargo with clean-swept, holds and tight, staunch, strong and in every way fitted for the service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers, excluding as per Rider Clauses…………………………………………. (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America……………………………………………………………………………………….and/or Europe and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31^st and May 15^th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic

Trading Exclusions – As per Rider Clauses ……………………………………………………………………………………………………………………………………………… ………………………………………………………………………………………………………………………………………………

as the Charterers or their Agents shall direct, on the following conditions:

1.That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew, see Rider Clause; shall pay for the insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull and holds, machinery and equipment for and during the service.

2.That the Charterers whilst the vessel is on hire shall provide and pay for all the fuel except as otherwise agreed, Port Charges canal tolls, Pilotages, Agencies, Commissions, Garbage Removal, Consular Charges (except those pertaining to the Crew and vessel's flag), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which vessel is responsible, then all such charges incurred shall be paid by the Owners.  Charterers to pay only for reasonably required tugboat assistance in port approaches, but always as it is customary for this type/size of the vessel regarding weather/tide conditions and place/port in question.  Fumigations ordered because of illness of the crew to be for Owners account.  Fumigations because of cargoes carried or ports visited while vessel employed under this charter to be for Charterers' account.  All other fumigations to be for Charterers' account after vessel has been on charter for a continuous period of six months or more.

Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage, and shifting boards already aboard vessel.  Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.

3.That the Charterers, at the port of delivery, and the Owners at the port of re-delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than ……………..tons and not more ………………. tons and to be re-delivered with not less than……………… tons and not more than……………tons.

4.That the Charterers shall pay for the use and hire of the said Vessel at the rate of see Clause 44.

No payment of Bunkers on delivery.

…………………………… United States Currency per ton on vessel's total deadweight carrying capacity, including bunkers and stores, on …………………… sinner freeboard, per Calendar Month, commencing on and from the day of her delivery, as aforesaid, and at and after the same rate for any part of a daymonth; hire to continue until the hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port passing Muscat outbound/ South Japan range including People's Republic of China/South Korea//Philippine Islands/Taiwan or  Charterers' Option Skaw/Passero range including United Kingdom Continent, port in Charterers' Option, at anytime day or night Sundays and holidays included……………………….. unless otherwise mutually agreed.  Charterers are to give Owners not less than ……………………..days notice of vessels expected date of re-delivery, and probable port.

5.Payment of said hire to be made in New York in cash in United States Currency, semi-monthly every 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the hire, or bank guarantee, or on any breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers.  Time to count from 7 a.m. on the working day following that on which written notice of readiness has been give to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.

Cash for vessel's ordinary disbursements at any port may be advanced as required by the Captain, by the Charterers or their Agents, subject to 2½% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances and in case Owners outlays are disputed, Owners are to settle disputed items with agents involved directly.

6.That the cargo or cargoes be laden and/or discharged in any dock or at any wharf or place that Charterers or their agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessel to safely lie aground.

7.That the whole reach of the Vessel's Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers' disposal, reserving only proper and sufficient space for Ship's officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners.......... per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequence of the carriage of passengers, Charterers are to bear such risk and expense.

8.That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary  assistance with ship's crew and boats, The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards vessel's employment and agency; and Charterers are to load, stow, and trim, tally and discharge the cargo at their expense under the supervision of the Captain, who is to sign Bills of Lading, for cargo as presented, in conformity with Mate's or Tally Clerk's receipts without prejudice to this Charter Party.

9.That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.

10.That the Charterers shall have permission to appoint a Supercargo, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch. He is to be furnished with free accommodation, and same fare as provided for Captain's table, Charterers paying at the rate of U.S. $10.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore's Foreman, etc., Charterers paying as per Rider Clauses. at the current rate per meal, for all such victualling.

11.That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing and/or, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily Logs, showing the course of the vessel and distance run and the consumption of fuel.

12.That the Capital shall use diligence in caring for the care and the ventilation of the cargo. The Vessel's hold are naturally ventilated only.

13.That the Charterers shall have the option of continuing this charter for a further period of …………………………………………………………………………………………………………………………………………… on giving written notice thereof to the Owners of their Agents….. days previous to the expiration of the first named term, or any declared option.

14.That if required by Charterers, time not to commence before the 20th November 2018 at 00:01 hrs and should vessel not have given written notice of readiness been delivered on or before the 15th December 2018 24:00 hrs,but not later than 2400 hours  4 p.m.Charterers or their Agents to have the option of canceling this Charter at any time not later than the day of vessel's readiness. See also Clause 82.

15.That in the event of the loss of time from default and/or deficiency of men or stores, fire, breakdown or damages to hull, machinery or equipment, grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost until the Vessel has returned to the

same or equivalent position, and if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra expenses shall be deducted from the hire.

16.That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted. The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessel in distress, and to deviate for the purpose of saving life and property.

17.That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial shipping men. Said  three persons to be shipping men who are members of the London Maritime Arbitrators' Association. Notwithstanding anything contained in the Arbitration Clause to the contrary should neither the claim nor the counter-claim exceed US$ 100,000 (one hundred thousand United States dollars), exclusive of interest on the sum claimed, costs of the arbitration and legal fees, if any, it is hereby agreed the dispute is to be governed by the London Maritime Arbitrators Association Small Claims Procedure 2002.

18.That the Owners shall have a lien upon all cargoes, and all sub-freights, sub-hires for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.

19.That all derelicts and salvage shall be for Owners' and Charterers' equal benefit after deducting Owners' and Charterers' expenses and Crew's proportion. General Average shall be adjusted, stated and settled, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules 1992 1994 and any amendments thereto. 1924, at such port or place in the United States as may be selected  by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of London, New York.  In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods.  Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the  place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money. Hire not to contribute to General Average.

In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers.

Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.

20.Fuel used by the vessel while off hire, also for cooking condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.

21.That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

In case of unforeseen circumstances it is Owners' privilege to dry dock and/or repair the vessel at any time during the currency of the Charter Party.

22.Owners shall maintain the gear of the ship if fitted, providing gear (for all derricks) capable of handling lifts up to three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with cranes derricks capable of handing heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers' account. Owners also to provide on the vessel lanterns and oil for night work. and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers' expense. The Charterers to have to the use of any gear on board the vessel.

23.Vessel to work night and day, if required by Charterers, and winches to be at Charterers' disposal during loading and discharging: steamer to provide one winchman per hatch to work winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship's articles. If the rules of the port, or labour unions, prevent crew from driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or winches, or insufficient power to operate winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time occasioned, thereby.

24.It is also mutually agreed that this Charter is subject all the terms and provisions of an all the exemptions from liability contained in the Act of Congress of the United States approved on the 13^th day of February, 1893, and entitled "An Act relating to Navigation of Vessels; etc., "in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the following clause, both of which are to be included in all bills of lading issued hereunder:

U.S.A. Clause Paramount

This bill of loading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any terms of this bill of lading be repugnant to said Act any extent, such terms shall be void to that extent, but no further.

Both to Blame Collision Clause

If the Ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the good carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.

25.The vessel shall not be required to force ice or follow ice breakers or enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging. See Clause 35.

26.Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, insurance, crew, and all other matters, same as when trading for their own account.

27.A commission of 2½ 1,25per cent is payable by the Vessel and Owners to TMS DRY LTD.

……………………………………………………………………………………………………………………………………………

on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.

28.An address commission of 2½ 1 3,75 per cent payable to the Charterers on the hire earned and paid under this Charter.

Clause 29 to 121 both inclusive, as attached hereto, are deemed to be fully incorporated in this Charter Party.

THE OWNERS	THE CHARTERERS
EGERIA MARINE INC.	TMS DRY LTD

ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 29 - Vessel’s Description:

MV ‘CONQUISTADOR’

GEARLESS BULK CARRIER - MALTA FLAG

BUILT 2016/JIANGSU YANGZIJIANG SHIPBUILDING GROUP LTD

CLASS ABS

SUMMER DWT 209.090 MT AT 18,421M SW DRAFT

WINTER DWT 203.668 MT AT 18.038M SW DRAFT

TROPICAL DWT 214.515 MT AT 18,804M SW DRAFT

TPC FULL LOAD ABT 141.8MT - FWA 0,419M

LOA/LBP/BEAM/DEPTH: 299.95/294.40/50.00/24,90M

INTERNATIONAL GRT/NRT 107.665/66.786

STRENGTHENED FOR HEAVY BULK CARGOES WITH HOLDS 2-4-6-8 MAY BE EMPTY

9 HO/HA - SIDE ROLLING HATCH COVERS

HATCH DIMS:

1) 15.68X19.60M, 2-8) 15.68X23.20M, 9) 15,68X21,40M

HOLD GRAIN CAP BSS 100 PCT ABT 223.194 M3

HOLDWISE BREAKDOWN

1) 22608.3

2) 28103.9

3) 28175.6

4) 22460.1

5) 22415.6

6) 23446.7

7) 23462.1

8) 28170.7

9) 24651.0 - ALL ABT

SPEED AND CONS AT SEA ALW UNDER GOOD WEATHER CONDITIONS, I.E. WINDS UPTO BEAUFORT SCALE FORCE 4 (MAX 16 KN) AND TOTAL COMBINED (SEA AND SWELL) SIGNIFICANT WAVE HEIGHT UPTO DOUGLAS SEA STATE 3 (0.5-l.25M) WITH NO ADVERSE CURRENTS OR NEGATIVE INFLUENCE OF SWELL. FAVOURABLE CURRENTS ARE NOT TO BE TAKEN INTO ACCOUNT.

SERVICE SPEED/CONS:

BALLAST: ABT 15KN AT ABT 58MT HSFO + ABT 0,2MT MGO

LADEN: ABT 14KN AT ABT 58MT HSFO + ABT 0,2MT MGO

DURING IDLE PERIODS AT ANCHORAGE OR AT PORTS:

ABT 4,5MT HSFO/DAY PLUS ABT 0,2MT MGO/ DAY

DURING LOADING/ DISCHARGING OPERATIONS:

ABT 6MT HSFO/DAY PLUS ABT 0,2MT MGO/DAY

ECO/SPEED CONS:

BALLAST: ABT 13KN AT ABT 37MT HSFO + ABT 0,2 MT MGO

LADEN: ABT 12KN AT ABT 39MT HSFO + ABT 0,2 MT MGO

ULTRA ECO SPEED/CONS GIVEN ‘WITHOUT GUARANTEE’, FOR REFERENCE ONLY, WHILE STEAMING AT ULTRA ECO SPEED WEATHER ROUTE ANALYSIS NOT TO APPLY:

BALLAST: ABT 11KN AT ABT 31MT HSFO + ABT 0,2 MT MGO

LADEN: ABT 10KN AT ABT 30MT HSFO + ABT 0,2 MT MGO

QUALITY OF BUNKERS TO BE IN ACCORDANCE WITH ISO 8217:2010 RMG 380 FOR HEAVY FUEL OIL AND DMA FOR MGO.

CHARTERERS TO COMPLY WITH FUEL OIL/MGO SULPHUR CONTENTS WHEN VESSELS ENTERING AND TRADING IN SECA (SULPHUR EMMISSION CONTROL AREAS) INCLUDING

ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

CHINA AS PER LATEST AMENDMENTS.

VSL TO HAVE LIBERTY TO USE ANY OVERPERFORMANCE AT ANY TIME DURING THE CURRENCY OF THIS CP TO OFFSET ANY UNDERPERFORMANCE AND/OR STOPPAGES. VESSEL TO HAVE LIBERTY OF USING MGO AT START/STOP/SWITCH GENERATOR ENGINE AT SEA, WHEN ENTERING/LEAVING PORT, MANEUVERING IN SHALLOW/NARROW WATERS,CANALS,RIVERS AND AT OTHER LIMITED OCCASIONS.

ALL DETAILS ‘ABOUT’

+++

FUEL OIL CAP: 5989.6 CBMTRS / MARINE GAS OIL CAP : 576,6 CBMTRS /

BALLAST CAP: 67.078.2 CBMTRS EXCL CHOLD NR 6 / 90524.9 CBMTRS INCL CHOLD NR 6 (HEAVY BALLAST)

PORT BALLAST HOLDS H2: 23888.3 (85%) - H4: 13925 (62%) - HS: 24226 .80 (86%)

SHIPS CONTACT DETS:

FBB500 B/C 773154534

FBB500 B/ C 773151050

FBB500 FAX 783202735

conquistador@gtships.com

Clause 30 - Ocean Routes

Charterers have the right to use weather routing service for monitoring vessel’s route and performance. Charterers to nominate the weather routing service but Owners to appoint them on Charterers’ request. Cost to be shared between Charterers and Owners. In case of discrepancy between the weather routing service data and Master’s deck logs then the weather reports of national shore weather stations to apply as to the weather and admiralty ocean pilot charts to apply as to the current factor. WNI always excluded.

Clause 31 - Diesel Oil in Port

The vessel is to have the liberty of using diesel oil when entering and leaving port and for manoeuvring in shallow narrow waters, provided such usage is determined to be essential for the safe manoeuvring of the vessel, always at the discretion of the Master.

Clause 32 - Communication equipment

The vessel shall, as a minimum, be equipped with wireless telegraph and VHF telephone to comply with International regulations and to allow vessel to communicate with land stations. Master, Senior Officers and Radio Officer to be fully conversant with the English language.

Clause 33 - Re-measurement

Charterers have the option to re-measure vessels deadweight, subject to Owners’ classification society approval, at Charterers’ time and expense. Charterers to restore original deadweight before redelivery at their time and expense.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 34 - Permitted Cargoes

Sole cargoes allowed: Coal, Iron Ore, Iron Ore Concentrates, Iron Ore Pellets, Iron Ore Fines, Manganese Ore, always excluding: DRI / DRIP/ HBI / Petcoke / Sponge Iron / Pig Iron.

In case of loading /discharging at Canadian port(s) then only homogeneous loading to take place (i.e. no alternate holds loading, no block stowage) always in accordance with Vessel’s class approved loading manual.

Clause 35 - Trading Exclusion

Iceland, Sweden, Finland, Norway, Denmark, East Coast Canada between 15th December / 25th April, Jorf Lasfar, ‘Bulkwayuu’ in Maracaibo, Libya including Gulf of Sidra / Sirte, Lebanon, Syria, Israel, former Yugoslavia but Croatia and Slovenia allowed, Albania, Turkish occupied Cyprus, Azov sea, Gulf of Aqaba, Ethiopia, Iran, Iraq, Somalia, Eritrea, Angola including Cabinda, Namibia, CIS Pacific, Liberia, Nigeria, Sierra Leone, Cambodia, North Korea, Haiti, Cuba, Yemen, Sudan, Sri Lanka, Georgia including Abkhazia, Hokaido, Orinoco River, Amazon River, Nicaragua, Democratic Republic of Congo (formerly Zaire), Murmansk, Alaska, any war risks and/or war like areas and zones, and any countries to which U.S.A./ U.N. sanctions from time to time are imposed.

No direct trading between Peoples’ Republic of China / Taiwan.

Furthermore, subject to change by the war risks underwriters, excluded are also Indian Ocean / Arabian Sea/ Gulf of Aden/ Gulf of Oman/ Southern Red Sea, the waters enclosed by the following boundaries:

-On the north-west, by the Red Sea, south of latitude 15n

-On the west of the Gulf of Oman by longitude 58e

-On the east, longitude 78e

-And on the south, latitude 12s

Except coastal waters of adjoining territories up to 12 nautical miles Offshore.

Owners will transit and trade the west coast of India within the 12nm Zone but will allow vessel to navigate outside of the 12nm zone at the following areas which are subject to additional premium for Charterers’ account:

A)Gulf of Khambhat - Malacca banks

B)Oil field area off Mumbai (restricted area)

C)Gulf of Kachchh & Delta of Indus, and

D)Sonmiani Bay Pakistan

Ship is not allowed to approach within 50 nautical miles of the north coast of Somalia, or within 100 nautical miles of the Socotra Archipelago, or within 200 nautical miles of the east coast of Somalia.

Ice free ports/trading. Vessel not to force ice nor to be ordered to follow ice-breaker(s).

Clause 36 - Deleted

Clause 37 - Delivery/Redelivery Range and notices Itinerary

Charterers undertake to inform the Owners, during the period of Charter, as regards to the itinerary of the vessel and the names and full styles of their Agents at ports of call whenever so required by the Owners.

The Owners shall provide the Charterers with 3/2/1 day definite notice of the estimated time of delivery.

The Charterers shall provide the Owners with a minimum of 30/20/15 days redelivery notice including country of redelivery and further 10 days approximate notice and 5/3/2/1 day definite notice of the estimated time of redelivery.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 38 - Deleted

Clause 39 - Joint Survey

A joint on-hire bunker/condition survey to be conducted at delivery port in Owners time if survey is not available at delivery port then it will be conducted at first loading port in Owners’ time unless vessel is rendering service to Charterers. Expenses to be shared equally between Charterers and Owners. A joint off-hire survey for the purpose of determining the condition of the Vessel, her equipment and quantities of bunkers on board shall be held at last discharging port in Charterers’ time. The expenses of such survey shall be shared equally between Owners and Charterers.

Clause 40 - Holds’ Condition and Cleaning

All holds on arrival at Charterers 1st load port to be clean swept and dried up in every respect to load Charterers intended cargo and to pass relevant surveyors/authorities inspection. If holds fail to pass such inspection, vessel to be put off hire until reinspection passed. It is however understood and agreed that should holds partially failed such inspection and loading operations take place in those holds passed then, in case there is loss of time for Charterers, the Vessel will be placed off-hire pro rata to the number of holds rejected only.

In lieu of hold cleaning on redelivery: USD 6,500.- lump sum excluding removal of dunnage / debris / etc which Charterers confirm will remove from the ship prior redelivery.

For intermediate holds cleaning between legs, crew shall clean cargo compartments in preparation for the next cargo if Charterers so require. Such cleaning work shall be done in the same efficient manner as if the Vessel was trading for Owners’ account. Charterers shall pay Owners USD 750.- per hold cleaned prior to the next loading. The Vessel shall remain on-hire during cleaning and Owners not to be responsible if the Vessel fails to pass any inspection after cleaning.

Clause 41 - Bunkers

Bunkers’ quantities and prices to be advised.

Bunkers on redelivery to be same quantities as actually delivery.

No payment of bunkers on delivery/redelivery.

Owners to have the right to bunker the vessel prior redelivery under this charter provided same does not interfere with Charterers’ operations.

During service Charterers always to arrange bunkering to take place inside port limits or at a safe usual bunker anchorage and Charterers never to attempt to place bunkers in the vessel outside port limits or in high seas.

Clause 42 - Owners’ Expenses

Owners also to provide and pay for all other expenses of Officers and crew including immigration fees and also all consular fees necessitated because of vessel’s flag or nationality of Owners and lubricating oils. Vessel is to have on board all certificates necessary to comply with requirements at ports of call and canals for and during the service, failing which Owners are to be responsible for all time whilst.

Vessel is unable to perform the services immediately required and for substantiated expenses directly incurred thereby. Charterers are to pay for compulsory, customary and port pilots.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 43 - Insurance/P and I cover

43.1 Owners warrant that throughout the currency of this Charter Party the vessel shall be fully covered by leading insurance companies/international P and I Clubs acceptable to the Charterers against Hull and Machinery, War and Protection and Indemnity Risk. Costs of such cover to be at the sole expense of Owners.

43.2 If required by the Charterers, prior to commencement of the Charter or at any other time, the Owners shall procure that the Managers of the Hull and Machinery insurance and the Protection and Indemnity Association shall give the Charterers proper evidence that the vessel is fully covered by the Owners.

43.3 Insurance full style and value (to be advised upon request):Hull and Machinery: War risks:Protection and Indemnity risks:

Clause 44 - Hire

Hire: Index (CS4TC) plus 12, 5 pct to be settled at end of each month. First hire to be paid at Index of the day of delivery based on CS4TC plus 12,5 pct which to be adjusted at end of the month vessel delivers according to actual figures. Hire shall be paid in arrears at the first day of each month, based on average prices of preceding month. In case Owners declare their option to convert to 12 months t/c, rate will be as per forward curve taken by 2 independent FFA brokers to be agreed upon between Owners and Charterers.

Bank details: To be advised

Clause 45 - Withholdings

Charterers are to have the right to withhold Owners’ items and estimated amount for bunkers from the last hire payments, any balance for bunker value is to be settled in the final hire statement. Undisputed off hires and actual Owners’ disbursements may be deducted by Charterers from the Charter hire during the period of the Charter Party. Such deductions will be finalized when proper statements / vouchers are submitted which is to be as soon as possible.

Clause 46 - Banking Delays

Referring to Lines 60 and 61 of New York Produce Exchange printed form, where there is default of payment as specified, the Owners will notify the Charterers whereupon the Charterers shall make payment of the amount due without interest within three (3) working/banking days of notification from the Owners, failing which the Owners will have the right to withdraw the vessel from service of the Charterers, without prejudice to any claim the Owners may otherwise have on the Charterers under this Charter.

Clause 47 - Taxes

Charterers shall pay and keep Owners fully indemnified and hold them harmless in respect of all local, state, national taxes and/or dues assessed on the vessel and/or the Owners and/or cargo and/or in respect of hire, sub-hire, freight, sub-freight or any other income payable under this Charter Party or in respect of the vessel’s employment hereunder, including but no limited to Chinese Enterprise (Corporate) Income Tax, Chinese Business Tax and U.S.A. Gross Transportation Tax, whether assessed during or after the currency of this Charter Party. All taxes and/or dues levied by the country of the flag of the vessel or the Owners shall be for Owners’ account.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 48 - Breakdown or Accident

Should the vessel be put back whilst on voyage by reason of an accident or breakdown, or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness or accidents to the crew or any person on board the vessel (other than supercargo and/or other persons travelling by request of the Charterers), the hire shall be suspended from the time of the inefficiency until the vessel is efficient in the same or equivalent position and voyage resumed therefrom, and all substantiated extra expenses directly incurred thereby including bunkers consumed during period of suspended hire shall be for Owners’ account.

Clause 49 - Stevedore Damage

The stevedores although appointed and paid by Charterers/ shippers/ receivers and or their agents are to work under the supervision of the Master who is responsible for the safety of the Vessel. The Charterers shall be responsible for any and all damage to the Vessel, or loss or damage to her equipment caused by stevedores during the currency of this charter party provided the Master has reported to the Charterers or their agents within 24 hours from discovery of the damage(s) unless case of hidden damage. The Charterers shall have the liberty to redeliver the Vessel without repairing the damages as long as same do not affect the Vessel’s seaworthiness/class in which case Charterers undertake to reimburse Owners before redelivery the cost of repairs against production of repairs cost estimated by repairers or dockyard unless otherwise agreed. Should stevedores damage to the Vessel or her fittings/equipment affect Vessel’s seaworthiness/class, then Charterers to arrange for an immediate repair to class-surveyor’s satisfaction at their time/expense.

Clause 50 - Grab Discharge

Vessel is to be suitable for normal size grab discharge and no cargo to be loaded in places inaccessible to grab discharge. Charterers are to have the privilege of using bulldozers/ pay loaders with rubber types / tracks in vessel’s holds provided their weight not to exceed vessel’s tank-top, deck strength, whichever applicable in ports where stevedores can not supply bulldozers or payloaders with rubber wheels / belts then other equipment provided by stevedores for discharging will be allowed.

Clause 51 - Mobile Cranes

Charterers to have the option of placing mobile cranes on deck at their sole risk and expense, always at Master’s discretion and consistent with vessel’s deck strength / characteristics. Owners will appoint class surveyor at Charterers’ expense, to attend during placement of cranes to ensure safe/ proper installation. All works during installation / dismantling and restoration operations to be performed to master’s / class surveyor’s satisfaction.

Cutting and/or welding of hatchcovers is not allowed. Any modification effected to Vessel’s deck and/or damage suffered during the above mentioned works is to be repaired and Vessel is to be restored to its original condition always to the satisfaction of the Master and class surveyor at the Charterers’ sole risk and expense.

Furthermore any material required by the Master and class surveyor for the installation of the mobile cranes and the restoration as above mentioned, shall be for Charterers’ account.

Clause 52

Owners option break t/c, at any time, with 60 days notice.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 53 - Boycott

Should the vessel be boycotted, picketed, blacklisted or similar incident at any port or place by shore and/or port labour and/or tugboats and/or pilots, and/or competent authority, by the terms and conditions on which members of the officers, crew were employed, or by reason of vessel’s flag and or ownership, any substantiated extra expenses directly incurred thereby are to be for Owners’ account and Charterers are entitled to put the Vessel off-hire for any time during which Vessel is unable to perform the services immediately required.

Clause 54 - I.T.F.

Owners guarantee that the vessel is, and will remain during the whole period of this Charter fully acceptable to the I.T.F. or equivalent fitted as far as conditions of crew, employment contracts, wages, etc. are concerned.

In the event that the vessel is delayed by reason of boycotts, strikes, labour stoppages or other actions by the I. T.F. against the vessel due to employment conditions, time so lost shall be considered as off-hire, and proven costs directly resulting therefrom are to remain for Owners’ account.

Clause 55 - Arrest

Should the vessel be arrested during the currency of the Charter Party at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest. The clause shall be inoperative should the arrest be caused through any act or omission of the Charterers.

Clause 56 - Lack of Crew Members

Any time lost by the vessel by reason of none or more required crew members not being on board when the vessel is ready to sail, or by reason of a strike, stoppage or refusal to work by any crew is to be for Owners’ account and expenses for keeping waiting or cancelling tugs, pilot or mooring boat are to be for Owners’ account

Clause 57 - Blacklisting

Owners warrant that at the commencement of this Charter Party, the vessel is not blacklisted by the United States of America and/or Canadian authorities and/or longshoremen associations nor by Scandinavian, Australian, South African and/or ARAB countries.

Clause 58 - Bills of Lading

In case original Bills of Lading are not available prior to Vessel’s arrival at discharging port Owners to allow discharge/delivery of the cargo against Charterers’ LO.I. in Owners’ P+I club standard wording issued on the Charterers’ letter head and stamped/signed by a designated official of the Charterers only, without bank counter signature.

The Charterers will fax the LO.I. together with copy of the Bills of Lading which will be issued to Owners managers’ office in Greece (fax number 210-3441655) for their approval. Thereafter the Charterers will immediately send by courier mail the original L.0.1., faxing also the courier airway bill to Owners managers. This procedure to take place promptly enough prior to Vessel’s arrival at destination, being understood that the Owners will instruct the Master to release the cargo only after having found all in order and after having received Charterers’ fax with the courier airway bill.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Furthermore Charterers hereby undertake the obligation to mail the original accomplished bills of lading to Owners managers when same available but latest within two months after discharge in which case Owners/managers will courier back to Charterers the LO.I.

Seawaybills permitted only for Japan discharge provided they are marked “subject to Hague-Visby rules”.

Clause 59 - Certificates

The Owners warrant that throughout the currency of this Charter Party, the vessel shall to be in possession of any necessary valid certificates enabling the vessel to perform the Charter Party and to comply with all applicable requirements, regulations and recommendations, including but not limited to:

- Tonnage and measurement certificates

- Classification and Trading certificates

- Certificates issued pursuant to the Civil Liability Convention 1969 (C.L.C.) which is applicable to OBOS and tankers

- Certificates issued pursuant to Section 311 (P) of the U.S. Federal Water Pollution Control Act, as amended (title 33 U.S. Code, Section 1321 (P)

- Certificates of Financial Responsibility to trade to U.S. waters or to the waters of any other country relevant under this Charter Party

- ISM certificates

- Brazilian Authorities’ DPC approval to be in order

- Certificates pertaining to the Crew

Any time lost or other consequence of any failure to comply with this warrant shall be for Owners’ account

Clause 60 - SUEZ Certificates:

As from first passage of SUEZ CANAL under this Charter, vessel will have onboard current valid Suez Canal Certificates, and will so comply with all applicable requirements, regulations and recommendations as to avoid any delay in transit of canal, failing which time expenses to be for Owners’ account.

Clause 61 - Vaccination Certificates

Owners shall be responsible for and arrange at their own expense that the Master, officers and crew of the vessel to be vaccinated and to be in possession of valid vaccination certificates on delivery of the vessel and throughout the period of this Charter Party. Any time lost and or additional expenses incurred due to failure to provide such certificates shall be for Owners’ account

Clause 62 - Quarantine

Normal quarantine time and expenses to enter port are to be for Charterers’ account. Any extra time or detention and expenses for quarantine due to pestilence and illness of the vessel’s Master, Officers and crew are to be for Owners’ account, but if quarantine detention is on account of the vessel having been sent by Charterers to any infected port, such detention time and expenses are to be for Charterers’ account

Clause 63 - Fumigation

Owners are to supply valid deratisation certificate on vessel’s delivery and if same does not cover whole period of this Charter Party, cost of fumigation (in case fumigation is needed) shall be for Owners’ account and time so required is not to count unless fumigation is required on account of cargo carried or ports visited while vessel is employed under this Charter Party in which case, cost and time are to be for Charterers’ account.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 64 - Compliance with U.S. Safety and Health Regulations

If the vessel calls at any U.S. port for the purpose of loading or discharging cargo, the vessel’s equipment shall comply with regulations established under U.S. Public Law 85-742 part 9 (Safety and Health Regulations for Longshoring) or any subsequent amendments.

If longshoremen are not permitted to work due to the failure of master and or Owners to comply with the aforementioned regulations, any delays to the vessel resulting shall be for Owners’ account

Clause 65 - Compliance with International Conventions

65.1 In the event of the vessel being prevented from performing, or being unable to perform the service immediately required hereunder, by reason of:

(A) Action on the part of relevant authorities resulting from non-compliance with any compulsory applicable enactment enforcing all or part of any of the following international conventions:

- International Conventions for the Safety of Life at Sea, either SOLAS 1960, or SOLAS 1974, or SOLAS 1974 in conjunction with its 1978 protocol.

- International Convention Load Lines 1969

- International Convention for the Prevention of Pollution from Ships 1973, in conjunction with its 1978 protocol.

- ILO Merchant Shipping (minimum standards) Convention 1976 (nr. 147). International - Convention on Standards of Training, Certification and Watch Keeping for Seafarers 1978

(B) Labour stoppages or shortage, boycott, secondary boycott, manifestation of any kind in services essential to the operation of the vessel owing to its flag or registry or ownership or management or to the conditions of employment on board. Provided always that the event(A)and/or (B) is not directed against the Charterers or brought about any act, instruction or omission on the part of the Charterers, then any loss of time shall result in the vessel being off-hire and shall be dealt with in accordance with the off-hire clause.

65.2 It is understood that, if necessary, vessel will comply with any safety regulations and/or requirements in effect at ports of loading and/or discharging. A particular reference is the United States Department of Labour Safety and Health Regulations set forth in part III of the Federal Register.

65.3 Although other provisions of this Charter make it the responsibility of the Owners, it is agreed that should the vessel not meet safety rules and regulations Owners will make immediate corrective measures and any stevedore standby time upto next shift and other substantiated / directly incurred expenses involved, including off-hire, will be for Owners’ account

Clause 66 - Smuggling

Any delay, expenses and/ or time incurred on account of smuggling are to be for Charterers’ account if caused by Charterers and/or persons appointed by Charterers and are to be for Owners’ account, if caused by Owners, Officers and/ or Crew and/ or persons appointed by Owners.

Clause 67 - Sea Carrier Initiative Agreement

The Owners certify that they have entered into, and signed with the US customs, the S.C.I. A. (U.S . Sea Carrier Initiative Agreement) on an individual basis or through an association such as BIMCO, otherwise they warrant to take all necessary steps before delivery, and to hold Charterers harmless through the whole duration of the Charter Party, against any claim from US customs in respect of drugs which may be found on board.

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ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 68 - CUBA Calls

Owners warrant that the vessel is in full compliance with U.S.A. regulations pertaining to port calls to/from CUBA, specifically in compliance with the ‘U.S. Cuban Democracy Act’ and can trade without restraint into U.S. ports

Clause 69 - Pratigue

Vessel shall prepare radio pratique, when instructed by Charterers and be in possession of necessary certificates including Japanese sanitary certificates. Charterers’ Agent(s) will assist, as trading pattern allows and properly direct Master regarding the Port Authority’s requirements well in advance, prior to vessel’s arrival at subject port, however, should any time and or expenses be incurred, same to be for Owners’ account.

Clause 70 - Plan / Draft survey

70.1 Prior to delivery, Owners are to supply General Arrangement plans, load scale and capacity plan to Charterers.

70.2 Owners warrant that the vessel will throughout the duration of the Charter Party have on board capacity plan, hydrostatic curves and tables of displacement, tank calibration and trimming correction tables all sounding tubes to be in good maintenance conditions and free from impediments and vessel to have ballast tanks either empty or pressed full and trim to be deducted to minimum and not to exceed trim table corrections. If vessel does not comply with above requirements she will be put off-hire until able to perform such survey. Master to keep written record of drainage moisture pumped out/in. If required, Master to forward to Charterers upon arrival at unloading port and before start of discharging a certificate indicating all ballast remains.

Clause 71 - Suspension in Case of War

In the event of war or warlike operations involving two or more of the following nations:

United States of America, E.C.C. Countries, Japan, Australia, Commonwealth Of Independent States and People’s Republic of China and/or the nation under the flag which vessel is performing under this Charter is registered, which seriously affects Charterers’ or Owners’ ability to perform their obligations under this Charter Party, both Charterers and Owners shall have the right to suspend this Charter Party with three (3) weeks written notice without liability to the other party. If the Charter Party is suspended, such suspension shall take place at port of destination after discharge of any cargo on board, subject to the provisions of attached Conwartime 2004 clause.

Clause 72 - Vessel’s Inspection

Charterers have the benefit of holding vessel’s inspection at any time at their expense on giving reasonable notice to Owners. Owners or Master is to give facility and assistance to carry out this inspection.

Clause 73 - Rejection of the Vessel

The Charterers shall have the option of rejecting the vessel and cancelling this Charter Party in following events:

(a) the vessel being off-hire as a result of technical reasons attributed to the Owners for a period in excess of 60 (sixty) consecutive days except for drydock in any period of 12 (twelve) months,

(b) Owners having failed to remedy/restore Vessels deficiencies which result in restriction to vessel’s immediate trading within 60 (sixty) days after Owners’ receipt of Charterers’ notice requiring to remedy/restore.

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Clause 74 - Off-Hire Bunker Consumption

Bunkers consumed during any period during which the vessel is off-hire for whatever cause, shall be calculated at the latest bunkering price actually paid by the Charterers.

Clause 75 - Vessel’s Gear

Vessel is to work day and night and to provide lights for night working, if required by Charterers. Any overtime charges for officers and crew are to be for Owners’ account. If the vessel’s gear for opening and closing hatches becomes inoperative, the vessel is to be off-hire. Such off-hire is to be calculated pro-rata to the number of inoperative hatches and is only to count if ship’s loading or discharging is actually delayed.

Clause 76 - Hatches

Crews are to open and close hatches before, during and alter stevedore work when and where required and when permitted by shore regulations.

Clause 77 - Fresh Water

Fresh water consumed under this Charter for the purpose of drinking, washing of Master, officers and crew on board is to be for Owners’ account. When trading limits the vessel’s ability to provide fresh water through it’s desalination plant, then extra expense for replenishment of fresh water for Charterers’ account.

Clause 78 - Sublet

Charterers may sublet vessel, but shall always remain responsible to Owners for due fulfilment of this Charter Party.

Clause 79 - Watchmen

Watchmen are to be for Owners’ account if so ordered/requested by Owners and/ or Master.

If security guards/gangway watchmen during ship’s stay in United States of America port as required by the Immigration Department or United States Coast Guard due to nationality(ies) of ship’s crew members then same to be for Owners’ account. Watchmen are to be for Charterers’ account if compulsory or ordered by Charterers / shippers / receivers / their agents.

Clause 80 - Owner’s Agents

Owners may appoint Charterers’ Agents to deal with Owners’ matters.

Charterers agree to have their Agents attend to minor matters of Owners without Agents charging extra agency fee. All expenses pertaining to Owners to be settled directly between Owners and Agents at cost.

Clause 81  - Additional Expenses

Charterers are to pay a lump sum of USD 1,500.- (one thousand five hundred United States dollars) per month or pro rata to cover entertainment expenses and radio telegrams/ telephone charges for Charterers’ account disbursed by Owners.

Clause 82 - Laydays

Deleted

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Clause 83 - Excessive Days in Port

Where the Vessel remains at anchorage, in port or idle for an extended period more than 30 days in compliance with Charterers’ orders/instructions, and this causes fouling of the hull or underwater parts, Owners shall not be responsible for such fouling or any vessel underperformance caused by such fouling. The cost of cleaning and painting the hull or underwater parts, and the time spent doing so, shall be for Charterers’ account.

Clause 84 - BIMCO Double Banking Clause

(a) The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the Vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside at such safe dock, wharf, anchorage or other place for transhipment, loading or discharging of cargo and/ or bunkering.

(b) The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed shall give the Owners such advance notice as they reasonably can of the details of any such operations.

(c) Without prejudice to the generality of the Charterers’ rights under (a) and (b), it is expressly agreed that the Master shall have the right to refuse to allow the Vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do.

(d) The Owners shall be entitled to insure any deductible under the Vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the Vessel’s Underwriters and/ or the cost of insuring any deductible under the Vessel’s hull policy.

(e) The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The Vessel shall remain on hire for any time lost including periods for repairs as a result of such operation.

Clause 85 - GMT Time

For delivery, redelivery, ETA, ETS, ETC, time to be advised in local time. For calculation purposes, hire is to be computed in GMT time.

Clause 86 - Change of Flag

Owners shall have the right to change the vessel’s flag and/ or crew, subject to Charterers' prior consent which is not to be unreasonably withheld. Such change(s) are not, in any way, to hinder, prevent or detract from Charterers' rights and ability to use the vessel according to present Charter Party terms.

Clause 87 - Periodical Survey/Dry Dock

Charterers to position vessel in Far East zone for scheduled dry dock following Owners’ three (3) months notice. Vessel to be placed off-hire from the time she is withdrawn from Charterers’ service for dry dock until she is again in the same or equidistant position.

Clause 88 - Deviation / Put Back

In the event of loss of time either in port or at sea, deviation from the course of the voyage or putting back whilst on voyage, caused by sickness of or an accident to or misconduct by Master/ Officers/ crew, stowaway, refugee or any person on board vessel other than persons travelling by request of Charterers or by reason of the refusal of Master or Officer(s) or crew to perform their duties or an accident or breakdown

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to vessel or dry docking or periodical survey, the hire shall be suspended from the time of inefficiency in port or at sea, deviation or putting back until vessel is again efficient in the same or equivalent position in respect to the port where Vessel is originally destined for and voyage resumed therefrom and bunkers consumed during such period of suspension shall be for Owners’ account.

Clause 89 - Cargo Claims

Cargo claims as between the Owners and the Charterers shall be settled in accordance with the Inter-Club New York Produce Exchange Agreement of February 1970 as amended September 1996 as attached.

Clause 90 - English Law

In this Charter Party English Law to apply.

Clause 91 - Protective Clauses

The New Both-to-Blame Collision Clause, New Jason Clause and General Clause Paramount or U.S.A. Clause Paramount or Canadian Clause paramount whichever applicable, P+I Bunkering clause and Voywar 2004 Clause, are deemed to be incorporated in all Bills of Lading issued under this Charter Party and all sub-Charter Parties. Conwartime 2004 as attached, is deemed to be incorporated in this Charter Party and to apply.

Clause 92 - Deleted

Clause 93

Basic war risk insurance to be for Owners’ account, however, in the event of any increase in war risk insurance premia (H+M/P+I ), including loss of hire and crew war risk bonus as well as blocking and trapping, due to the trade in which vessel is engaged, same to be for Charterers’ account until additional war risk premia no longer apply. The Charterers to place Owners in funds in lieu of such premia as provided by Owners insurance brokers prior vessel entering the war zone/place. In case vessel’s stay in the war zone/place prolonged and the amount already paid by the Charterers is not sufficient then Charterers to place Owners again in funds promptly for any further amounts required to cover vessel’s prolonged stay in the war zone/place.Owners will submit to Charterers the relevant debit notes immediately upon receipt of same from the insurance brokers and if there will be any difference plus or minus then same to be settled together with the next scheduled payment as per charter party. Such additional premium is not to exceed London underwriters’ scale. Owners will credit no claim bonus to Charterers .

Clause 94

The Owners guarantee that the construction of the vessel with fittings and other equipment shall comply with the requirements and/or recommendations of Australian Shore Labourers and Pilots.

Clause 95

Charterers have the right to instruct the Master to utilize the vessel’s maximum water ballast capacity and eventually to flood one or more holds in port, in order to bring down vessel’s height to get into position under loading and/or discharging appliances, however , the hold/ holds to be utilized for ballasting should be only the designated ballast holds, always in conformity to free board and/or safety requirements.

Clause 96

Notwithstanding anything to the contrary in this Charter, Owners guarantee that throughout the currency of this Charter Owners will comply with all federal, state and/ or local government requirements (including

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but not limited to the obtaining of Certificate of Financial Responsibility under OPA 90) to enable vessel to lawfully trade to the United States of America and any countries permitted under this Charter.

Clause 97

Charterers to have the privilege of ordering the vessel to be laid up at any time during the period of this Charter Party. In such event, Time charter hire shall be paid in accordance with Clause 4, less all operating costs which Owners may be able to save by reason of the Vessel having been laid up, if any. A joint condition survey of the Vessel to be carried out in the beginning and at the end of a layup period. Also, Owners to have the right to arrange for an underwater inspection. Any and all expenses to be incurred including, but not limited to, cleaning and painting the hull or underwater parts, restoring the Vessel and her machinery / equipment for service, class and P+I fees and expenses to be for Charterers’ account. These provisions apply in any case and fully whether layup may terminate during the currency of or, at the end of this charter party.

Charterers to have the benefit of any return insurance premium if and when granted and paid to Owners from the underwriters by reason of the vessel being in port for a minimum of 30 (thirty) days.

Clause 98

Charterers guarantee that they are fully covered with a first class P+I club including cargo claims, F / D+D (Freight / Demurrage + Defence) and full Charterers liability and will remain so for the total duration of the present charter.

Clause 99

In case Vessel’s last voyage exceeds the maximum period and the market rate rises above the c/p rate in the meantime, it is hereby agreed that the charter hire will be adjusted to the prevailing market level from DLOSP of the last discharging port prior commencement of the last voyage until actual redelivery of the Vessel to the Owners, whether Vessel fixed for next employment or not, whether Vessel sold or not. Such adjusted rate to be calculated as follows:

- If Vessel redelivered east of Suez including Red Sea/Indian Ocean/Pacific Ocean then the average rate of route C10_03 for the whole applicable period as defined above to apply.

- If Vessel redelivered west of Suez including Mediterranean sea/ Black sea/Baltic sea / Atlantic ocean then the average rate of route C8_03 for the whole applicable period as defined above to apply. This clause is null and void in case of force majeure

Clause 100 - Hamburg Rules Charter Party Clause

Neither the Charterers nor their agents shall permit the issue of any bill of Lading, waybill or other document evidencing a contract of carriage (whether or not signed on behalf of the Owner or on the Charterers’ behalf or on behalf of any sub-Charters) incorporating, where not compulsorily applicable, The Hamburg Rules or any legislation giving effect to the Hamburg Rules or any other legislation imposing liabilities in excess of Hague or Hague Visby Rules. Charterers shall indemnify the Owners against any liability, loss or damage which may result from any breach of the foregoing provisions of this clause.

Clause 101 - P & I Bunker Clause

“The vessel shall have the liberty as part of the contract voyage to proceed to any port or ports at which bunker oil is available for the purpose of bunkering at any stage of the voyage whatsoever and whether such ports are on or off the direct and/or customary route or routes between any of the ports of loading or discharge named in this Charter Party and may there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks and deep tanks and any other compartment in which oil can be carried, whether such amount is or is not required for the chartered voyage.”

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Clause 102 - Deviation Clause

The vessel has liberty to call at any port or ports in any order, for any purpose, to sail without pilots, to tow and/or assist vessels in all situations, and also to deviate for the purpose of saving life and/or property. Eventual costs and benefits to be equally shared by Charterers and Owners.

Clause 103 - Clause Paramount

This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, provisions of Water Carriage of Goods Act 1936 enacted by the Parliament of the Dominion of Canada, the Hague Rules, or the Hague-Visby Rules, as applicable, or such other similar national legislation as may mandatorily apply by virtue of origin or destination of the bills of lading, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said applicable If any term of this bill of lading be repugnant to said applicable Act to any extent, such term shall be void to that extent, but no further.

Clause 104 - General Clause Paramount

The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924 (“the Hague Rules”) as amended by the Protocol signed at Brussels on 23 February 1968 (“the Hague-Visby Rules”) and as enacted in the country of shipment shall apply to this Contract. When the Hague Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments.

When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination, the Hague Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this Contract.

The Protocol signed at Brussels on 21 December 1979 (“The SDR Protocol 1979”) shall apply where the Hague Visby Rules apply, whether mandatorily or by this Contract. The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging, or while the cargo is in the charge of another carrier or with respect to deck cargo and live animals.

Clause 105 - Canadian Clause Paramount

This Bill of Lading, so far as it relates to the Carriage of Goods by Water, shall have effect, subject to the provisions of the Water Carriage of Goods Act 1936, enacted by the Parliament of the Dominion of Canada, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the Carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this Bill of Lading be repugnant to said Act to any extent such terms shall be void to that extent but no further.

Clause 106 - U.S.A. Paramount Clause

This contract of Affreightment as well as its pertaining Bills of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved on April 16th, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this contract or its Bills of Lading be repugnant to said Act to any extent, such term shall be void to that extent but no further.

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Clause 107 - New Jason Clause

In the event of accident, danger, damage or disaster before or after commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequences of which, the carrier is not responsible, by statute, contract or otherwise, the goods, shippers, consignees, or Owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.

If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if such salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or Owners of the goods to the carrier before delivery.

Clause 108 - New Both to Blame Collision Clause

If the liability for any collision in which the vessel is involved while performing this Bill of Lading fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:

If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or carrier or her Owners as part of their claim against the carrying ship or carrier.

The foregoing provision shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.

Clause 109  - Drug And Alcohol Policy

Owners warrant that there is a policy on Drug and Alcohol Abuse (Policy) applicable to the vessel which meets or exceeds that standard in the International Marine Forum Guidelines for the control of Drugs and Alcohol on board the Ship. Under the Policy, alcohol impairment shall be defined as a blood alcohol content of 40mg/100ml or greater; the appropriate seafarers to be tested shall be the full Vessel’s complement and the drug/alcohol testing and screening shall include unannounced testing in addition to route medical examinations.

An objective of the Policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through a combined program of unannounced testing and routine medical examinations.

Owners further warrant that the Policy will remain in effect during the term of this Charter and that Owners shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment of any test finding of impairment shall not in and of itself mean the Owners have failed to exercise due diligence.

Owners undertake, unless they have already done it, to sign the US Customs “Sea Carrier Initiative Agreement” in consideration with the US Anti-Drug Abuse Act 1986.

Remark: In case of discrepancies between Printed Form and Rider Clauses, Rider Clauses will prevail.

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Clause 110 - War Risks Clauses for Time Charter, 2004 (Code Name: CONWARTIME 2004)

(a) For the purpose of this Clause, the words:

(i) “Owners” shall include the shipowners, bareboat charterers, disponent owners, managers or other operators who are charged with the management of the Vessel, and the Master; and

(ii) ‘War Risks” shall include any actual, threatened or reported:

war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever); by any person, body, terrorist or political group, or the Government of any state whatsoever, which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Master and/or the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(c) The Vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/or confiscation.

(d) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessel and their other interests (including, but not limited to, loss of earnings and detention, the crew and their protection and Indemnity Risks), and the premiums and/or calls therefore shall be for their account.

(ii) If the Underwriters of such insurance should require payment of premiums and/or callsbecause, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as beingsubjectto additional premiums because of War Risks, then the actual premiums and/or calls paid shallbe reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(f) The Vessel shall have liberty:-

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, orinany other way whatsoever, which are given by the Government of the Nation under whose flagthe Vessel sails, or other Government  to  whose  laws the Owners are subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

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(ii) to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement;

(iv) to discharge at any other port any cargo or part thereof which may render the Vessel liable to confiscation as a contraband carrier;

(v) to call at any other port to change the crew or any part thereof or other persons on board the Vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.

(g) If in accordance with their rights under the foregoing provisions of this Clause, the Owners shall refuse to proceed to the loading or discharging ports, or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.

(h) If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

Clause 111 - BIMCO Bunker Fuel Sulphur Content Clause For Time Charter Parties 2005

(a) Without prejudice to anything else contained in this Charter Party, the Charterers shall supply fuels of such specifications and grades to permit the vessel, at all times, to comply with the maximum sulphur content requirements of any emission control zone when the vessel is ordered to trade within that zone.

The Charterers also warrant that any bunker suppliers, bunker craft operators and bunker surveyors used by the Charterers to supply such fuels shall comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect of sampling and the provision of bunker delivery notes. The Charterers shall indemnify, defend and hold harmless the Owners in respect of any loss, liability, delay, fines, costs or expenses arising or resulting from the Charterers’ failure to comply with this Sub- clause (a).

(b) Provided always that the Charterers have fulfilled their obligations in respect of the supply of fuels in accordance with Sub-clause (a), the Owners warrant that:

(i) The vessel shall comply with Regulations 14 and 18 of MARPOL Annex VI and with the requirements of any emission control zone; and

(ii) The vessel shall be able to consume fuels of the required sulphur content when ordered by the Charterers to trade within any such zone.

Subject to having supplied the vessel with fuels in accordance with Sub-clause(a), the Charterers shall not otherwise be liable for any loss, delay, fines, costs or expenses arising or resulting from the vessel’s failure to comply with Regulations 14 and 18 of MARPOL Annex VI.

(c) For the purpose of this Clause, “emission control zone” shall mean zones as stipulated in MARPOL Annex VI and/or zones regulated by regional and/or national authorities such as but not limited to, the EU and the US Environmental Protection Agency.

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Clause 112 - BIMCO Standard ISM Clause for Voyage and Time Charter Parties

From the date of coming into force of the International Safety Management (ISM) Code in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.

Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.

Clause 113 - BIMCO ISPS / MTSA Clause for Time Charter Parties 2005

(a) (i) The Owners shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Vessel and “the Company” (as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, the Owners shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (MTSA) relating to the Vessel and the “Owner” (as defined by the MTSA).

(ii) Upon request the Owners shall provide the Charterers with a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) and the full style contact details of the Company Security Officer (CSO).

(iii) Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay) caused by failure on the part of the Owners or “the Company” / “Owner” to comply with the requirements of the ISPS Code/MTSA or this Clause shall be for the Owners’ account, except as otherwise provided in this Charter Party.

(b) (i) The Charterers shall provide the Owners and the Master with their full style contact details and, upon request, any other information the Owners require to comply with the ISPS Code/MTSA. Where sub-letting is permitted under the terms of this Charter Party, the Charterers shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners and the Master. Furthermore, the Charterers shall ensure that all sub-Charter Parties they enter into during the period of this Charter Party contain the following provision:

"The Charterers shall provide the Owners with their full style contact details and where sub-letting is permitted under the terms of the Charter Party shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.”

(ii) Loss, damages, expense or delay (excluding consequential loss, damages expense or delay) caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account, except as otherwise provided in this Charter Party.

(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code / MTSA including, but not limited to, security guards, launch services, vessel escorts, security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the negligence of the Owners, Master or crew. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.

(d) If either party makes any payment which is for the other party’s account according to this Clause, the other party shall indemnify the paying party.

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Clause 114 - U.S. Customs Advance Notification / AMS Clause for Voyage Charter Parties

(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Owners shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i) Have in place a SCAC (Standard Carrier Alpha Code);

ii) Have in place an ICB (International Carrier Bond); and

iii) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs.

The Charterers shall provide all necessary information to the Owners and/or their agent to enable the Owners to submit a timely and accurate cargo declaration. The Charterers shall assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of this sub-clause. Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(c) The Owners shall assume liability for and shall indemnify, defend and hold harmless the Charterers against any loss and/or damage whatsoever (including consequential loss and/ or damage) and any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Owners’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall not count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(d) The assumption of the role of carrier by the Owners pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

Clause 115 - BIMCO Bulk Carrier Safety Clause

(a) The Charterers shall instruct the Terminal Operators or their representatives to cooperate with the Master in completing the IMO SHIP/SHORE SAFETY CHECKLIST and shall arrange all cargo operations strictly in accordance with the guidelines set out therein.

(b) In addition to the above and notwithstanding any provision in this Charter Party in respect of loading/ discharging rates, the Charterers shall instruct the Terminal Operators to load/ discharge the Vessel in accordance with the loading/ discharging plan, which shall be approved by the Master with due regard to the Vessel’s draught, trim, stability, stress or any other factor which may affect the safety of the Vessel.

(c) At any time during cargo operations the Master may, if he deems it necessary for reasons of safety of the Vessel, instruct the Terminal Operators or their representatives to slow down or stop the loading or discharging.

(d) Compliance with the provisions of this Clause shall not affect the counting of laytime.

Clause 116

The Owners to have the right to sell the vessel at any time during the period of this Charter Party having promptly informed the Charterers in this respect and to provide them with the name of the new owners, subject to Charterers approval which not to be unreasonably withheld.

20

ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 117

Deleted.

Clause 118

Negotiations and fixture are to be kept strictly private and confidential except in case of statutory requirements or those of Stock listed companies.

Clause 119 - BIMCO Piracy Clause for Time Charter Parties

(a) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgment of the Master and/or the Owners, may be, or are likely to be, exposed to any actual, threatened or reported acts of piracy, whether such risk of piracy existed at the time of entering into this charter party or occurred thereafter. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(b) If the Owners do not give their consent they shall immediately inform the Charterers and the Charterers shall be obliged to issue alternative voyage orders and any time lost due to compliance with such orders shall not be considered off-hire. The Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(c) If the Owners consent or if the Vessel proceeds to or through an area exposed to risk of piracy the Owners shall have the liberty:

(i) to take reasonable preventive measures to protect the vessel, her crew and cargo including but not limited to taking a reasonable alternative route, proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security personnel or equipment on or about the vessel,

(ii) to comply with the orders, directions or recommendations of any underwriters who have the authority to give the same under the terms of the insurance;

(iii) to comply with all orders, directions, recommendations or advice given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group, including  military  authorities, whatsoever acting with the power to compel compliance with their orders or directions;

(iv) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement; and the Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(d) Costs

(i) If the Vessel proceeds to or through an area where due to risk of piracy additional costs will be incurred including but not limited to additional insurance, additional personnel and preventative measures to avoid piracy attacks, such costs shall be for the Charterers’ account. Any time lost waiting for convoys, following recommended routeing, timing, or reducing speed or taking measures to minimise risk, shall be for the Charterers’ account and the Vessel shall remain on hire;

(ii) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said  terms, then the actual bonus  or additional wages paid shall be  reimbursed to the

21

ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first ;

(iii) If the underwriters of the Owners’ insurances should require payment of additional premiums and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of piracy risks, then the actual additional premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Vessel is attacked or seized by pirates any time lost shall be for the account of the Charterers and the Vessel shall remain on hire. If the Vessel is seized the Owners shall keep the Charterers closely informed of the efforts made to have the Vessel released.

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party.

Clause 120 - Radioactivity Risk Clause for Time Charter Parties

(a) The Vessel shall not be obliged to proceed or required to continue to or through or remain at, any port, place, area or zone, or any waterway or canal ( hereinafter "Area”) which may expose the Vessel, her cargo, crew or other persons on board the Vessel to danger from levels of ionizing radiations from or contamination by radioactivity from any nuclear fuel, nuclear waste or from the combustion of nuclear fuel, or the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or component thereof (hereinafter “Radioactivity”) determined by a competent local, national or international authority (including but not limited to the International Atomic Energy Authority and the World Health Organization) to be harmful to human health.

(b) If in accordance with sub-clause(a) the Owners decide that the Vessel shall not proceed or continue to or through or remain in the Area they must immediately inform the Charterers. The Charterers shall be obliged to issue alternative voyage orders and shall indemnify the Owners for any claims from holders of the Bills of Lading caused by waiting for such orders and/or the performance of an alternative voyage. Any time lost as a result of waiting for or complying with such orders shall not be considered off-hire.

(c) The Vessel shall have liberty to comply with all orders, directions, recommendations or advice of competent authorities and/or the Flag State of the Vessel in respect of arrival, routes, ports of call, destinations, discharge of cargo, delivery, or in any other way whatsoever.

(d) The Charterers warrant that they shall not load cargoes and/ or empty containers and/or supply bunkers that have levels of Radioactivity in excess of normal background radiation levels for the Area. The Owners, at their discretion, may arrange for a radioactive survey by an independent qualified surveyor, at the Charterers’ cost, expense and time. If the level of Radioactivity in the cargoes, empty containers and/ or bunkers is determined by the surveyor to exceed normal background levels, the Owners shall have the right to refuse to load such cargoes, empty containers and/or bunkers.

(e) Any delays arising out of measures taken by port authorities to screen the Vessel for radiation either in the countries affected by Radioactivity or at subsequent ports of call shall be for the Charterers’ account. Any time lost as a result of complying with such screening shall not be considered off-hire.

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party. In the event of a conflict between the provisions of this Clause and any implied or express provision of the Charter Party, this Clause shall prevail to the extent of such conflict, but no further.

22

ADDITIONAL CLAUSES TO M/V "CONQUISTADOR"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 121 - Loading Iron Ore in India

The Charterers are to provide certificate(s) of testing from a laboratory which must be approved in advance by the Owners and such certificate(s) of testing must state the TML (Transportable Moisture Limit) and FMP (Flow Moisture Point) and Moisture Content. Such certificate(s) are to be presented to the Owners and the Master prior to, and as a condition of, the commencement of loading.

Notwithstanding above, should the Owners so require, the Charterers are to allow the Owners or their representatives to take samples of cargoes prior to, and as a condition of, loading and the Owners shall be entitled to test such samples and/or appoint surveyors and/or experts to act on their behalf always at the Owners’ discretion, but only one of the following companies to be used:

Either, M/S ERICSON & RICHARDS (GOA) or M/S J.B. BODA PVT LTD (GOA).

The master shall have the right to refuse to accept cargo on board.

Such refusal shall not be a breach of charter, vessel shall remain on-hire, and the Charterers shall be responsible, at their sole time and expense for all steps required to provide a safe cargo to the satisfaction of the master.

The Charterers agree to pay and indemnify the Owners for all costs / fees, liabilities and all time taken in connection with the matters provided for in this clause shall be for the Charterers’ account. Cargo loaded in vessel’s holds after having been tested and accepted by Owners/Master cannot be rejected.

-END-

23

SIDE LETTER

TO

MV “CONQUISTADOR”

CHARTER PARTY DATED 19TH NOVEMBER 2018

It is mutually agreed between EGERIA MARINE INC., Marshall Islands as Owners and TMS DRY LTD, Marshall Islands as Charterers that notwithstanding anything else in this Charterparty:

- Israel trading is allowed provided no subsequent voyage to Arabian country.

- Sierra Leone: to be discussed/considered on a case by case basis.

- Indian Ocean /Gulf of Aden/Red Sea Passage: to be discussed/considered on a case by case basis against Charterers paying for all extra insurance, crew war bonus and for sufficient armed guards and safety/protection equipment.

THE OWNERS	THE CHARTERERS
EGERIA MARINE INC.	TMS DRY LTD

EX-4.74

Exhibit 4.74

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"		BIMCO PART I
	2. Place and date VALLETTA, MALTA 19th November 2018
3. Owners/Place of business (Cl. 1) PLIADES OWNING COMPANY LIMITED Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, MH96960 Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) LUCINA MARINE INC Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands
5. Vessel’s name, call sign and flag (Cl. 1 and 3) PINK SANDS Call Sign: 9HA4125 Flag: Malta IMO: 9724647
6. Type of Vessel Bulk Carrier	7. GT/NT 107665/66786
8. When/Where built 2016- YANGZI XINFU S.B. CO., LTD, CHINA	9. Total DWT (abt.) in metric tons on summer freeboard 208.931 MT
10. Classification Society (Cl. 3) American Bureau of Shipping or any other Classification Society	11. Date of last special survey by the Vessel’s classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) Length :294.42 Breadth: 50.00 Depth: 24.90
13. Port or Place of delivery (Cl. 3) Worldwide at Owners' option	14. Time for delivery (Cl. 4) 15 November -15 December 2018	15. Cancelling date (Cl. 5) 15 December 2018
16. Port or Place of redelivery (Cl. 15) N/A	17. No. of months’ validity of trading and class certificates uponredelivery (Cl. 15) N/A
18. Running days’ notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) In accordance with Classification Society or Flag State requirements
20. Trading Limits (Cl. 6) WORLDWIDE WITHIN INSTITUTE WARRANTY LIMITS
21. Charter period (Cl. 2) See Clause 33	22. Charter hire (Cl. 11) See Clause 34
23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV See Clause 34	25. Currency and method of payment (Cl. 11) Dollars/Bank Transfer

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) Such account as the Owners may notify the Charterers from time to time	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) N/A
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) First priority statutory Mortgage in favour of KFW IPEX- BANK GmbH of Germany and Second priority statutory Mortgage in favour of DEKABANK Deutsche Girozentrale	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Clause 13
30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 13	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 13
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) Three (3) Business Days	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) 30(a)
36. War cancellation (indicate countries agreed)(Cl. 26(f)) N/A
37. Newbuilding Vessel (indicate with ”yes” or “no” whether PART III applies)(optional) No, Part lll does not apply	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional) No, Part IV does not apply	43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional) No, Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) N/A	45. Country of the Underlying Registry (only to be filled in if PART V applies) N/A
46. Number of additional clauses covering special provisions, if agreed Clause 32 to Clause 42
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall Include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It Is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter If expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it Is further agreed that In the event of a conflict of conditions, the provisions of PART l and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) /s/ Dimitrios Glynos By: Dimitrios Glynos Title: Attorney-in-fact	Signature (Charterers) /s/ Dimitrios Dreliozis By: Dimitrios Dreliozis Title: Attorney-in-fact

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

1. Definitions See also Clause 32

In this Charter, the following terms shall have the meaning hereby assigned to them: “The Owners” shall mean the party identified in Box 3; “The Charterers” shall mean the party identified in Box 4; “The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

“Financial Instrument” means the mortgage, deed of covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”). See also Clause 33

3. Delivery

(not applicable when Part III applies, as indicated in Box 37)

(a)The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy And in every respect ready in hull, machinery and equipment for service under this Charter.

The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13 in such ready safe berth as the Charterers may direct.

(b)The Vessel shall be property documented on delivery in accordance with the laws of the Fflag State indicated in Box 5 and the requirements of the Cclassification Ssociety stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificated valid for at least the number of months agreed in Box 12.

(c) The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14, without Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15.  Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than (30) running days’ preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)If it appears that the Vessel will be delayed be on the canceling date, the Owners may, as soon as they are in position to state with a reasonable certainty the date on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their opinion of cancelling, and the options must then be declared with in one hundred and sixty-eight (168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this charter.

6. Trading Restrictions.

The Vessel Shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20. The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is for bidden by the law of any country to which the Vessel me sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners’ prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of delivery and redelivery hereunder. The Owners shall bear all expenses of the On hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rata thereof.

8. Inspection

The Owners shall have the right at any time after giving a reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:-

(a)to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees of such inspection or survey shall be paid to the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for such inspection or survey shall be paid by the Charterers; and 

(c)for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Charterers Owners.

All time used in respect of inspection, survey or repairs

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

shall be for the Charterers accounts and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accidents or damage to the Vessel.

The Charterers shall provide such necessary assistance to the Owners, their representatives or agents in respect of any inspection hereunder.

9.Inventories, Oil and Stories

A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel. The Charterers and the Owners, respectively, shall at the time of delivery and redelivery take over and pay for all bunkers, lubricating oil, unbroached provisions, paints, ropes and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the ports of delivery and redelivery, respectively. The Charterers shall ensure that all spare parts listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel. The Charterers shall at the time of delivery take over and pay for all bunkers and lubricating oil’s in the Vessels as evidenced by invoices.

10.Maintenance and Operation

(a)(i) Maintenance and Repairs - During the Charter Period the vessel shall be in the full possession and the absolute disposal for all purposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(I), if applicable, at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all of the necessary certificates in force at all times.

(ii) New Class and Other Safety Requirements - In the event of any improvements, structural changes or new equipment becoming necessary for the new continued operation of the Vessel by reason of new class requirements or by compulsory legislation costing (excluding the Charterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 per cent. of the Vessel’s insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed and Clause 30., the Charterers shall ensure that the same are compiled with and the time and costs of compliance shall be for the Charterers account.

(iii) Financial Security – The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such requirements have been lawfully imposed by such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)Operation of the Vessel – The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the Vessel under this Charter, including annual Fflag State fees and any foreign general municipality and/or state taxes.  The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.

(c)The Charterers shall keep the Owners and the Mmortgagee(s) advised of the intended employment, planned dry-docking and major repairs of the Vessel, as reasonably requestedrequired.

(d)Flag and Name of Vessel – During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own flag (with all fees, costs and expenses arising in relation thereto for the Charterers account).  The Charterers shall also have the liberty, with the Owner’s and the Mortgagees’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period.  Any pPainting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.  If the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such physical presence or office shall be for the account of the Charterers.

(e)Changes to the Vessel – Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenance or spare parts thereof without in each instance first securing the Owners’ and Mortgagees’ approval thereof. If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)Use of the Vessel’s Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected.  The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use.  The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel.  Title of any equipment so replaced shall vest in and remain with the Owners.  The Charterers have the right to fit additional equipment at their expense and risk (provided that no permanent structural damage is caused to the Vessel by reason of such installation) and but the Charterers

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

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"BARECON 2001" Standard Bareboat Charter

shall, at their expense, remove such equipment and make good any damage caused by the fitting or removal of such additional equipment before the Vessel is redelivered to the Owners pursuant to Clause 28 at the end of the period if requested by the Owners.  Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with ratio regulations.

(g)Periodical Dry-Docking – The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19, or, if Box 19 has been left blank, every sixty (60) calendar months after delivery of such other period as may be required by the Classification Society of flag State.

11.Hire See Clause 34

(a)The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect of which lime shall be of the essence.

(b)The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable not later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel's delivery to the Charterers. Mire shall be paid continuously throughout the Charter Period.

(c)Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be effected accordingly.

(e)Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd's, whichever occurs first. Any hire paid in advance to be adjusted accordingly.

(f)Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24.- If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or its successor) for the currency stated in Box 25, as quoted by the British Bankers' Association (BBA) on the date when the hire fell due, increased by 2 per cent., shall apply.

(g) Payment of interest due under sub clause 11 (f) shall be made within seven (7) running days of the date of the Owners' invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage See also Clause 35

(only to apply if Box 28 has been appropriately filled in)

*) (a) The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b) The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instruments. The Charterers undertake to comply, and provide such information and documents reasonably required to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instruments or as may be directed from time to time during the currency of the Charter by the Mmortgagee(s) in conformity with the Financial Instruments. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instruments and agree to acknowledge this in writing in any form that may be reasonably required by the Mmortgagee(s). The Owners warrant that in Box 28. and that they shall not agree to any amendment of the mortgage(s) referred to in Box 28 or effect any other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28).

13. Insurance and Repairs

(a)During the Charter Period the Vessel shall be kept insured by the Charterers at their expense in accordance with the requirements set out in the Facility Agreements.against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be un reasonably withheld. Such insurances stated in this Clause 13 shall be arranged by the Charterers- to protect the interests of both the Owners and the Charterers and the mMortgagees(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners, and the Charterers and the Mortgagees according to their respective interests.

Subject to the provisions of the Financial Instruments, if any, and the agreed loss payable clauses, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be for the Charterers' account.

(b)If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(c) The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be reasonably required to enable the Owners to comply with the insurance provisions of the Financial instruments.

(d)Subject to the provisions of the Financial lnstru-

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"BARECON 2001" Standard Bareboat Charter

ments, if any, should the Vessel become a an actual, constructive, compromised or agreed Ttotal Lloss under the insurances required under sub clause 13(a), all insurance payments for such loss shall be paid to the Lenders In accordance with the agreed loss payable clauses Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interests. and any amount In excess of all of the amounts owning and secured under the Facility Agreements in relation to the Vessel shall be paid to the Charterers. The Charterers undertake to notify the Owners and the MmortgageeSs(s), if any, of any occurrences in consequence of which the Vessel is likely to become a Ttotal Lloss as defined in this Clause.

(e)The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a). the value of the Vessel is the sum indicated in the Financial Instruments of the Facility Agreements. Box 29.

14. Insurance, Repairs and Classifications.

(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted).

(a)During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or  policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance.

Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii) such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities, to the extent of coverage under the insurances provided for under the provisions of sub clause 14(a). The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)All time used for repairs under the provisions of sub-clause 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub clause 14(a). all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)If the Vessel becomes an actual, constructive, compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub clause 14(a), this Charter shall terminate as of the date of such loss.

(j)The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 20.

(l)Notwithstanding anything contained in sub clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15.Redelivery

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery.

Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel lo commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel within The Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class expected.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16.Non-Lien

The Charterers will not suffer, nor permit to be continued,

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PART II

"BARECON 2001" Standard Bareboat Charter

any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

"This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever." and a notice required by the Mortgagee as set out in clause 22.5 of the KFW and DEKA Facility Agreement.

17. Indemnity

(a)The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest ordetention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any sub-charterers and any Bill of Lading freight for all claims under this Charter, and the Charterers to have a lien on the Vessel for all moneys paid in advance and not earned.

19. Salvage

Subject to the provisions of the Financial Instruments, aAll salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale

(a)The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners and the Mortgagees.,which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)The Owners shall not sell the Vessel during the currency of this Charter. except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a) The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carriage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b) The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

)* Delete as applicable

24. Bank Guarantee

(Optional, only to apply if Box 27 is filled)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a) Subject to the provisions of the Financial Instruments, iIn the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether it may or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that if all hire has been paid by the Charterers hereunder then in the event of "Requisition for Hire" any Requisition Hire or compensation is received or receivable by the Owners, the same shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b)In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition". In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition."

26. War

(a)Subject to the provisions of the Financial Instruments, fForthe purpose of this Clause, the words "War

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)The Vessel, unless the War Risks Insurers written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessel's war risks insurers until the prior written notice to war risks insurers has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)if the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel then is or if at sea at a near, open and safe port as directed by the Owners.  In all cases hire shall continue to be paid in accordance with Clause 34 Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers, named in Box 33 on any hire paid under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission. Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination

(a)Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 34 Clause 11. However, where this is a failure to make punctual payment of hire due to oversight, Charterers or their bankers, the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:

(1)Clause 6 (Trading Restrictions)

(2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b) Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c)Loss of Vessel

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

(d)Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure that the master and the crew follow the orders and directions of the Owners.

The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution

*) (a) This Charter and any non-contractual obligations arising out of or in connection with it Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Charter Contract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. The language or any arbitration proceedings shall be in English.

*) (b) This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c) This Contract shall be governed and construed in accordance with the laws of the pace mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d) Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice") calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as if considers necessary to protect its interest.

(v) either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the  Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii)The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e) If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases.

*) Sub-clauses 30(a), 30(b) and 30(c) are alternatives; indicate alternative agreed in Box 35.

31. Notices See Clause 34

(a) Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b) The address of the Parties for service of such communication shall be as stated in Boxes 4 and 4 respectively.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 OPTIONAL

PART

“BARECON 2001” Standard Bareboat Charter”

Part III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

(Optional, only to apply if expressly agreed and stated in Box 37)

1.Specifications and Building Contract

(a)The Vessel shall be constructed in accordance with the Building Contract (hereafter called “The Building Contract”) as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been countersigned as approved by the Charterers.

(b)No change shall be made in the Building Contract or in the specification or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers’ consent.

(c)The Charterers shall have the right to send their representative to the Builders’ Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub clause (a) of this Clause.

(d)The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein.  Subject to the provisions of sub clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders.  The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel’s performance or specification or defects, if any.  Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies.  However, the Owners’ liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers).  The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred.  Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties.  The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2.Time of Place of Delivery

(a)Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders’ Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the builders.  Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract.  The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i)  if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii)  if the Charterers wish to take delivery of the Vessel they may by notice in writing within (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv)  if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3.Guarantee Works

If not otherwise agreed, the Owners authorize the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works.  The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4.Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5.Survey on Redelivery

The Owners and the Charterers shall appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery.  Without prejudice to Clause 15(Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred.  The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 OPTIONAL

PART

“BARECON 2001” Standard Bareboat Charter”

Part IV

HIRE/PURCHASE AGREEMENT

(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterers have fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is free from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery.  Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims.  Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers’ flag, shall be for Buyers’ account.  Any taxes, consular and other charges and expenses connected with closing of the Seller’s register, shall be for Seller’s account.

In exchange for payment of the last month’s hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any.  On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship’s Register and deliver a certificate of deletion to the Buyers.  The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Seller’s possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Seller’s risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 OPTIONAL

PART

“BARECON 2001” Standard Bareboat Charter”

Part V

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

(Optional, only to apply if expressly agreed and stated in Box 43)

1.Definitions

For the purpose of this Part V, the following terms shall have the meanings hereby assigned to them:

“The Bareboat Charter Registry” shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

“The Underlying Registry” shall mean the registry of the state in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2.Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3.Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28, the Charterers shall, if so required by the mortgagee, directed the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against Owners under this Charter.

This document is a computer generated BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ADDITIONAL CLAUSES TO BARECON 2001 DATED 19^th NOVEMBER 2018

CLAUSE 32- DEFINITIONS

“Actual Delivery Date” means the date when the Vessel is in fact delivered by the Owners to the Charterers pursuant to the Charter.

“Advance Charterhire” means the advance charterhire amount specified in Schedule 1.

“Business Day” means a day on which banks are open for business in the principal business centres of London, New York and Athens.

“Charter Guarantee” means the guarantee of the Charter Guarantor contained in this Charter.

“Charter Guarantor” means Dryships Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

“Charterhire” means each of, as the context may require, all of the quarterly instalments of hire payable hereunder comprising in each case:

(i) a component of Charterhire A; and

(ii) a component of Charterhire B.

“Charterhire A” means, in relation to a Payment Date, the fixed charterhire in accordance with the table set out in Schedule 1 (Payment Dates and Fixed Charterhire) as may be adjusted from time to time in accordance with clause 36 of this Charter.

“Charterhire B” means, in relation to a Payment Date, the interest component calculated in accordance with the terms of clause 8 of the KFW Facility Agreement, to accrue from the Actual Delivery Date onwards and for the duration of the Charter Period.

“Charter Period” has the meaning given to it in Clause 33 of this Charter.

“Classification Society” means ABS or any classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies.

“Facility Agreements” means (a) a facility agreement dated 30 September 2016 as amended by a Supplemental Agreement dated 22 September 2017 and as further amended and supplemented by a Second Supplemental Agreement dated 9 October 2018 and entered into between inter alios (i) the Owners, Corysia Owning Company Limited and Harpina Owning Company Limited as joint and several borrowers, (ii) the banks and financial institutions listed therein as lenders (the “KFW Lenders”), (iii) KFW IPEX- Bank GmbH as arranger, agent and security agent, (iv) KFW IPEX- Bank GmbH as hedging provider and (v) Capeships Inc., Holdships Inc. as guarantors and (vi) Melite Owning Company Limited as collateral owner pursuant to which the lenders have agreed to make available and have made available to the Borrowers, jointly and severally, a loan of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) (the “KFW Facility Agreement”)and (b) a facility agreement dated 6 October 2016 as amended and supplemented by a Supplemental Agreement dated 27 March 2017 and as further amended and supplemented by a Second Supplemental Agreement dated 22 September 2017 and entered into between inter alios (i) Melite Owning Company Limited as borrower, (the “Borrower”) (ii) Dekabank Deutsche Girozentrale as arranger, agent and security agent and the financial institutions listed therein as lenders (the “DEKA Lenders”, together with the KFW Lenders the “Lenders”)(iii) Capeships Inc., the Owners, Harpina Owning Company Limited and Corysia Owning Company Limited

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as guarantors, pursuant to the terms of which the lenders have agreed to make available and have made available to the Borrower a facility of up to Thirty Eight Million Eight Hundred and Fifty Thousand Dollars ($38,850,000) (the “DEKA Facility Agreement”, together with the KFW Facility Agreement the “Facility Agreements”).

“Financial Instruments” means the first and second priority mortgages, deed of covenants, the general assignments or such other financial security instruments granted to the Owners’ Lenders as security for the obligations of the Owners in relation to the Facility Agreements.

“Flag State” means the Malta, Marshall Islands, Liberia, Cyprus, Greece or the Cayman Islands or any other flag state approved by the Owners and the Mortgagees.

“Mortgagees” means (i) KFW IPEX- BANK GmbH of Palmengartenstrasse 5-9, D-60325, Frankfurt am Main, Germany and (ii) DEKABANK DEUTSCHE GIROZENTRALE of Mainzer Landstrasse 16, 60325 Frankfurt am Main, Germany.

“Payment Date” means each of the dates upon which Charterhire is to be paid by the Charterers to the Owners pursuant to clause 34.

“Permitted Security Interests” means:

(a) Security Interests created by a Financial Instrument; and

(b) other Security Interests permitted under the Facility Agreement or the Financial Instruments.

“Purchase Obligation” means the purchase obligation referred to in Clause 38.

“Purchase Obligation Date” means the date on which the Owners shall transfer the legal and beneficial interest in the Vessel to the Charterers, and the Charterers shall purchase the Vessel, being the date falling on the last day of the Charter Period.

“Purchase Obligation Price” means an amount equal to USD 5,400,000 (United States Dollars Five Million Four Hundred Thousand) as may be adjusted from time to time in accordance with clause 36 of this Charter.

“Security Interest” means a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien, assignment, hypothecation or any other security interest of any kind or any other agreement or arrangement having the effect of conferring a security interest;

“Total Loss” means:

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

(b) requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c) hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than 30 days.

CLAUSE 33 - CHARTER PERIOD

The period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date and terminate on the Final Repayment Date in respect of Advance C as defined in the KFW Facility Agreement unless otherwise terminated in accordance with the terms hereof.

CLAUSE 34 - CHARTERHIRE

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34.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Charter at the request of the Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners, the Charterhire, the Advance Charterhire and the Purchase Obligation Price.

34.2 The Charterers shall pay the Advance Charterhire to the Owners on the Actual Delivery Date which amount shall be non-refundable under all circumstances and no interest shall accrue on the Advance Charterhire.

34.3 Subject to the terms of this Clause 34, the Charterers shall pay the Charterhire quarterly in arrears in 40 consecutive instalments to the Owners under this Charter. The payment dates will be 5 days prior to the Payment Dates, as same are specified in Schedule 1 (Payment Dates and Fixed Charterhire), or any other date as may be mutually agreed between the Charterers and the Owners.

34.4 Time of payment of the Charterhire, the Advance Charterhire and other payments by the Charterers shall be of the essence of this Charter.

34.5 All payments of the Charterhire, the Advance Charterhire, the Purchase Obligation Price and any other amounts payable under the Charter shall be made in Dollars.

34.6 All Charterhire and any moneys payable hereunder shall be payable by the Charterers to the Owners to such account as the Owners may notify the Charterers in writing. Payment of the Charterhire and the Advance Charterhire and other moneys hereunder shall be at the Charterers’ risk until receipt by the Owners.

34.7 All stamp duty, value added tax, withholding or other taxes and import and export duties and all other similar types of charges which may be levied or assessed on or in connection with:

(a) the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and

(b) the import, export, purchase, delivery and re-delivery of the Vessel, shall be borne by the Charterers. The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire and Advance Charterhire and other payments payable under this Charter by addition to, and at the time of payment of, such amounts.

34.8 If the Charterers fail to make any payment due under this Charter on the due date, they shall pay interest on such late payment at the default rate of two per cent. (2%) per annum plus the Interest Rate from the date on which such payment became due until the date of payment thereof.

34.9 All default interest and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

34.10 Any payment which is due to be made on a day which is not a Business Day, shall be made on the preceding Business Day in the same calendar month.

CLAUSE 35 - QUIET ENJOYMENT

35.1 Provided that the Charterers do not breach any terms of this Charter, the Owners hereby agree: (i) not to disturb or interfere or do or cause any person claiming on behalf of the Owners to disturb or interfere with the Charterers’ lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet

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and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and (ii) without limiting (i), not to take any steps to wind up, liquidate or place in administration or receivership of the Owners or commence or continue any analogous proceedings in any jurisdiction in respect of the Owners.

CLAUSE 36- SECURITY SHORTFALL

If at any time a prepayment is required to be made as provided in clause 25.12 of the KFW Facility Agreement, then such prepayment of the loan pursuant to clause 25.12 (a) (ii) of the KFW Facility Agreement shall be made by the Charterers. In such event the Charterhire A and/or the Purchase Obligation Price shall be adjusted pursuant to clause 25.12 (b) of the KFW Facility Agreement.

CLAUSE 37- NOTICES

Any notice, certificate, demand or other communication to be served, given made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other valid method or giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post, fax or by email to the following respective addresses:

(A) to the Owners:

c/o TMS DRY LTD.Address: Athens Licensed Shipping Office11 Fragkokklisias Street, GR 151 25,Marousi, Athens, GreeceEmail: management@tms-dry.com

(B) to the Charterers:

c/o DRYSHIPS MANAGEMENT SERVICES INC.Address: Athens Licensed Shipping Office109 Kifisias Avenue and Sina StreetGR 151 24, Marousi, Athens, GreeceEmail: management@dryships.com

(C) to the Charterers’ Guarantor:

c/o DRYSHIPS MANAGEMENT SERVICES INC.Address: Athens Licensed Shipping Office109 Kifisias Avenue and Sina StreetGR 151 24, Marousi, Athens, GreeceEmail: management@dryships.com

or, if a party hereto changes its address or fax number, to such other address or fax number as that party may notify to the other.

CLAUSE 38- PURCHASE OBLIGATION

Subject to other provisions of this Charter, in consideration of the Owners entering into this Charter, the Charterers shall, on the last day of the Charter Period, be obliged to purchase from the Owners all of the Owners’ beneficial and legal right, title and interest in the Vessel and all belonging to her and the Owners and the Charterers shall perform their obligations referred to in Clause 39 and the Charterer shall pay the Purchase Obligation Price on the Purchase Obligation Date unless this Charter is terminated before the natural expiration of this Charter or the Owners and the Charterers agree otherwise.

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CLAUSE 39- SALE OF THE VESSEL BY PURCHASE OBLIGATION

Completion of the performance of the Purchase Obligation shall take place on the Purchase Obligation Date, whereupon the Owners will sell to the Charterers (or their nominee), and the Charterers (or their nominee) will purchase from the Owners, all the legal and beneficial interest and title in the Vessel, for the Purchase Obligation Price on an “as is where is” basis and on the following terms and conditions:

(i) the Vessel shall be free from any registered mortgages incurred by the Owners;

(ii) the Purchase Obligation Price, shall be paid by (or on behalf of) the Charterers to the Owners on the Purchase Obligation Date, together with unpaid amounts of Charterhire and other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Purchase Obligation Date which remain unpaid; and

(iii) concurrently with the Owners receiving irrevocable payment of the Purchase Obligation Price and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees and shall (at Charterers’ cost) execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers (and to the extent required for such purposes, the Vessel shall be deemed first to have been redelivered to the Owners).

CLAUSE 40-NO SET-OFF OR TAX DEDUCTION

40.1 All Cha1terhire, Advance Charterhire or payment of the Purchase Obligation Price and any other payment made from the Charterers shall be paid punctually:

(a) without any form of set-off, cross-claim or condition; and

(b) free and clear of any tax deduction or withholding unless required by law.

40.2 If the Owners are required by law to make a tax deduction from any payment:

(a) the Owners shall notify the Charterers as soon as they become aware of the requirement; and

(b) the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

CLAUSE 41 -CHARTER GUARANTEE

41.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers and accepting this Charter Guarantee as security for the payment by the Charterers of sums due under this Charter, and subject only to Sub-clause 41.2 below, the Charter Guarantor hereby irrevocably and unconditionally guarantees to the Owners the punctual performance by the Charterers of all Charterers’ obligations under this Charter and to pay any amount due by the Charterers under this Charter within thirty (30) days

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following service by the Owners of a relevant demand accompanied by relevant documented proof of such amount due.

41.2. If within fifteen (15) banking days after receipt of the above mentioned demand the Charter Guarantor receives (i) a written notice from the Charterers stating that they dispute the Owners’ claim and (ii) evidence that the matter has been referred to court of arbitration (as may be applicable), the Charter Guarantor shall not be obliged to make any payment under this Charter Guarantee until the latest of thirty (30) days after the dispute has been finally determined, and in any case following the exhaustion of any appeal process therefrom.

41.3 This Charter Guarantee is a continuing guarantee and will extend to the full completion of all Charterers’ obligations under this Charter.

CLAUSE 42- MISCELLANEOUS

42.1 The Charterers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Charter.

42.2 No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to this Charter.

42.3 This Charter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Charter, as the case may be.

42.4 These additional clauses shall be read together with the BARECON 2001 to constitute this Charter as a single instrument. However, in case of any conflict between these additional clauses and the BARECON 2001, the terms of these additional clauses shall prevail.

42.5 The parties hereto agree to keep the terms and conditions of this Charter (the “Confidential Information”)strictly confidential, provided that such party may disclose Confidential Information in the following cases:

(a) as required in order to comply with statutory requirements for stock listed companies;

(a) it is already known to the public or becomes available to the public other than through the act or omission of the disclosing patty;

(b) with the prior written consent of all parties hereto.

[Signature page follows]

6

/s/ Dimitrios Glynos

PLIADES OWNING COMPANY LIMITED

Name: Dimitrios Glynos

Title: Attorney-in-fact

/s/ Dimitrios Dreliozis

LUCINA MARINE INC.

Name: Dimitrios Dreliozis

Title: Attorney-in -fact

/s/ Dimitrios Dreliozis

DRYSHIPS INC.

Name: Dimitrios Dreliozis

Title: Vice President -Finance

7

SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	m/v Pink Sands
	ActualDelivery Date	$32,600,000 (the “Advance Charterhire”)
1	14-Jan-19	$450,000
2	14-Apr-19	$450,000
3	14-Jul-19	$450,000
4 4	14-Oct-19	$450,000 $450,000
5	14-Jan-20	$450,000
6	14-Apr-20	$450,000
7	14-Jul-20	$450,000
8	14-Oct-20	$450,000
9	14-Jan-21	$450,000
10	14-Apr-21	$450,000
11	14-Jul-21	$450,000
12	14-Oct-21	$450,000
13	14-Jan-22	$450,000
14	14-Apr-22	$450,000
15	14-Jul-22	$450,000
16	14-Oct-22	$450,000
17	14-Jan-23	$450,000
18	14-Apr-23	$450,000
19	14-Jul-23	$450,000
20	14-Oct-23	$450,000
21	14-Jan-24	$450,000
22	14-Apr-24	$450,000
23	14-Jul-24	$450,000
24	14-Oct-24	$450,000
25	14-Jan-25	$450,000
26	14-Apr-25	$450,000
27	14-Jul-25	$450,000
28	14-Oct-25	$450,000
29	14-Jan-26	$450,000
30	14-Apr-26	$450,000
31	14-Jul-26	$450,000
32	14-Oct-26	$450,000
33	14-Jan-27	$450,000
34	14-Apr-27	$450,000
35	14-Jul-27	$450,000

8

36	14-Oct-27	$450,000
37	14-Jan-28	$450,000
38	14-Apr-28	$450,000
39	14-Jul-28	$450,000
40	14-Oct-28	$450,000
41	14-Jul-28	$5,400,000(the “Purchase Obligation Price”)

9

EX-4.75

Exhibit 4.75

Time Charter

GOVERNMENT FORM

Approved by the New York Produce Exchange

November 6th, 1913-Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946

This Charter Party, made and concluded in Athens the 19^th day of November 2018....................................................................

Between Lucina Marine Inc., Marshall Islands………………………………………………………………………...

Owners of the good Malta Flag Steamship/Motorship M.V. "Pink Sands" – See Clause 29 for specification of

of..................tons gross register, and ……………………. tons net register, having engines of.....................indicated hours power

and with hull, machinery and equipment in a thoroughly efficient state, and classed…………………………………………………..

at……………………. of about …………………… cubic feet bale capacity, and about ……………………. tons of 2240 lbs.

deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship's deadweight capacity,

allowing a minimum of fifty tons) on a draft of … feet ………. inches on ……….. Summer freeboard, inclusive of permanent bunkers,

which are of the capacity of about ………………………………….. tons of fuel, and capable of steaming, fully laden, under good wather

conditions about …knots on a consumption of about ………………………. tons of best Welsh coal best grade fuel oil best grade Diesel oil

now under construction ……………………….

and TMS Dry Ltd.Charterers of the Marshall Islands.

Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for

about an open ended period exact period in Charterers' Option, Owners have option to convert t/c to 12 months

fixed rate t/c by giving Charterers 90 days notice, trading always via safe anchorage(s), safe berth(s), safe port(s),

always afloat and always within Institute Warranty Limits, with lawful harmless bulk cargoes which to be loaded,

stowed, carried, discharged in accordance with IMO recommendations and/or any other local/national regulations

and always in conformity with Vessel's class certificate requirements.

within below mentioned trading limits.

Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for

the fulfillment of this Charter Party.  Acceptance of delivery shall not constitute a waiver of Owners' obligations under this Charter.

Vessel to be placed at the disposal of the Charterers, at on dropping last outward sea pilot one safe port Singapore/Japan range

at any time, day or night, Sunday and Holidays included

in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No.6), as

the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No.5.  Vessel on her delivery to be

ready to receive cargo with clean-swept, holds and tight, staunch, strong and in every way fitted for the service, having water ballast, winches and

donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same

time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchan-

dise, including petroleum or its products, in proper containers, excluding as per Rider Clauses…………………………………………………….

(vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk,

all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North

America, and/or United STaqtes of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or

Mexico, and/or South America……………………………………………………………………………………….and/or Europe

and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between

October 31^st and May 15^th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic

Trading Exclusions – As per Rider Clauses ………………………………………………………………………………………………….

……………………………………………………………………………………………………………………………………………………

……………………………………………………………………………………………………………………………………………………

as the Charterers or their Agents shall direct, on the following conditions:

1.That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew, see Rider Clause;shall pay for the insurance of the vessel, also for the all the cabin, deck, engine-room and other necessary stores, including boiler waterand maintain her class and keep the vessel in a thoroughly efficient state in hull and holds, machinery and equipment for and during theservice.

2.That the Charterers whilst the vessel is on hire shall provide and pay for all the fuel except as otherwise agreed, Port Chargescanal tolls, Pilotages, Agencies, Commissions, Garbage Removal, Consular Charges (except those pertaining to the Crew and vessel's flag),and all other usual expenses except those before stated, but when the vessels put intoa port for causes for which vessel is responsible, then all such charges incurred shall be paid by the Owners.  Charterers to pay only forreasonably required tugboat assistance in port approaches, but always as it is customary for this type/size of thevessel regarding weather/tide conditions and place/port in question.  Fumigations ordered because ofillness of the crew to be for Owners account.  Fumigations because of cargoes carried or ports visited while vessel employed under thischarter to be for Charterers' account.  All other fumigations to be for Charterers' account after vessel has been on charter for a continuousperiod of six months or more.

Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but

Owners to allow them the use of any dunnage, and shifting boards already aboard vessel.  Charterers to have the privilege of using shifting boardfor dunnage, they making good any damage thereto.

3.That the Charterers, at the port of delivery, and the Owners at the port of re-delivery, shall take over and pay for all fuel remaining onboard the vessel at the current prices in the respective ports, the vessel to be delivered with not less than ……………..tons and not more………………. tons and to be re-delivered with not less than……………… tons and not more than……………tons.

4.That the Charterers shall pay for the use and hire of the said Vessel at the rate of see Clause 44.No payment of Bunkers on delivery.

…………………………… United States Currency per ton on vessel's total deadweight carrying capacity, including bunkers and

stores, on …………………… summer freeboard, per Calendar Month, commencing on and from the day of her delivery, as aforesaid, and at

and after the same rate for any part of a daymonth; hire to continue until the hour of the day of her re-delivery in like good order and condition,

ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port passing Muscat

outbound/ South Japan range including People's Republic of China/South Korea//Philippine Islands/Taiwan or

Charterers' Option Skaw/Passero range including United Kingdom Continent, port in Charterers' Option, at anytime dayor night Sundays and holidays included

……………………….. unless otherwise mutually agreed.  Charterers are to give Owners not less than ……………………..days

notice of vessels expected date of re-delivery, and probable port.

5.Payment of said hire to be made in New York in cash in United States Currency, semi monthly every 15 days in advance, and for the last half month or

part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes

due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the

hire, or bank guarantee, or on any breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Char-

terers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers.  Time to count from 7 a.m. on the working day

following that on which written notice of readiness has been give to Charterers or their Agents before 4 p.m., but if required by Charterers, they

to have the privilege of using vessel at once, such time used to count as hire.

Cash for vessel's ordinary disbursements at any port may be advanced as required by the Captain, by the Charterers or their Agents, subject

to 2½% commission and such advances shall be deducted from the hire. The Charterers,  however, shall in no way be responsible for the application

of such advances and in case Owners outlays are disputed, Owners are to settle disputed items with agents involved directly.

6.That the cargo or cargoes be laden and/or discharged in any dock or at any wharf or place that Charterers or their agents may

direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessel to safely

lie aground.

7.That the whole reach of the Vessel's Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also

accommodations for Supercargo, if carried, shall be at the Charterers' disposal, reserving only proper and sufficient space for Ship's officers, crew,

tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers

paying Owners.......... per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are

incurred in the consequence of the carriage of passengers, Charterers  are to bear such risk and expense.

8.That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary assistance with ship's crew and

boats, The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards vessel's employment

and

agency; and Charterers are to load, stow, and trim, tally and discharge the cargo at their expense under the supervision of the Captain,

who is to sign Bills of Lading, for

cargo as presented, in conformity with Mate's or Tally Clerk's receipts without prejudice to this Charter Party.

9.That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on

receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.

10.That the Charterers shall have permission to appoint a Supercargo, who shall accompany the vessel and see that voyages are prosecuted

with the utmost despatch. He is to be furnished with free accommodation, and same fare as provided for Captain's table, Charterers paying at the

rate of U.S. $10.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally

Clerks, Stevedore's Foreman, etc., Charterers paying as per Rider Clauses. at the current rate per meal, for all such victualling.

11.That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing and/or, and the

Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Char-

terers, their Agents or Supercargo, when required, with a true copy of daily Logs, showing the course of the vessel and distance run and the con-

sumption of fuel.

12.That the Captain shall use diligence in caring for the care and the ventilation of the cargo. The Vessel's holds are naturally ventilated only.

13.That the Charterers shall have the option of continuing this charter for a further period of

……………………………………………………………………………………………………………………………………………………

14.That if required by Charterers, time not to commence before the 20^th November 2018 at 00:01 hrs and should vessel

not have given written notice of readiness been delivered on or before the 15^th December 2018 24:00 hrs but not later than 2400 hours

4 p.m.Charterers  or

their Agents to have the option of canceling this Charter at any time not later than the day of vessel's readiness. See also Clause 82.

15.That in the event of the loss of time from default and/or deficiency of men or stores, fire, breakdown or damages to hull,

machinery or equipment,

grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause

preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost until the Vessel has returned to the

same or equivalent position, and if upon the voyage the speed be reduced by

defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence

thereof, and all extra expenses shall be deducted from the hire.

16.That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be

returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas,

Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.

The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessel in distress, and to deviate for the

purpose of saving life and property.

17.That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York,

one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for

the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial shipping men. Said

three persons to be shipping men who are members of the London Maritime Arbitrators' Association. Notwithstanding

anything contained in the Arbitration Clause to the contrary should neither the claim nor the counter-claim exceed

US$ 100,000 (one hundred thousand United States dollars), exclusive of interest on the sum claimed, costs of the arbitration

and legal fees, if any, it is hereby agreed the dispute is to be governed by the London Maritime Arbitrators Association

Small Claims Procedure 2002.

18.That the Owners shall have a lien upon all cargoes, and all sub-freights, sub-hires for any amounts due under this Charter, including General Aver-

age contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess

deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which

might have priority over the title and interest of the owners in the vessel.

19.That all derelicts and salvage shall be for Owners' and Charterers' equal benefit after deducting Owners' and Charterers' expenses and

Crew's proportion. General Average shall be adjusted, stated and settled, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of

York-Antwerp Rules 1992 1994 and any amendments thereto. 1924, at such port or place in the United States as may be selected

by the carrier, and as to matters not provided for by these

Rules, according to the laws and usages at the port of London, New York.  In such adjustment disbursements in foreign currencies shall be

exchanged into

United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at

the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or

bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods.  Such cash deposit as the carrier

or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if

required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the

carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the

place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in

United States money. Hire not to contribute to General Average.

In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever,

whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the

goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices,

losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the

goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or

ships belonged to strangers.

Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.

20.Fuel used by the vessel while off hire, also for cooking condensing water, or for grates and stoves to be agreed to as to quantity, and the

cost of replacing same, to be allowed by Owners.

21.That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a

convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary at least once in every six months, reckoning from

time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

In case of unforeseen circumstances it is Owners' privilege to dry dock and/or repair the vessel at any time during the

currency of the Charter Party.

22.Owners shall maintain the gear of the ship as fitted, providing gear (for all derricks) capable of handling lifts up to three tons, also

providing ropes, falls, slings and blocks. If vessel is fitted with cranes derricks capable of handing heavier lifts, Owners are to provide necessary gear for

same, otherwise equipment and gear for heavier lifts shall be for Charterers' account. Owners also to provide on the vessel lanterns and oil for

night work. and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers' expense. The

Charterers to have to the use of any gear on board the vessel.

23.Vessel to work night and day, if required by Charterers, and winches to be at Charterers' disposal during loading and discharging:

steamer to provide one winchman per hatch to work winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen,

deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship's articles. If the rules of the

port, or labour unions, prevent crew from driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or winches, or

insufficient power to operate winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time occasioned,

thereby.

24.It is also mutually agreed that this Charter is subject all the terms and provisions of an all the exemptions from liability contained

in the Act of Congress of the United States approved on the 13th day of February, 1893, and entitled "An Act relating to Navigation of Vessels;

etc., "in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the following clause, both

of which are to be included in all bills of lading issued hereunder:

U.S.A. Clause Paramount

This bill of loading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April

16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of

any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any terms of this bill of lading

be repugnant to said Act any extent, such terms shall be void to that extent, but no further.

Both to Blame Collision Clause

If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the

Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the good carried

hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss

or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-

carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her

owners as part of their claim against the carrying ship or carrier.

25.The vessel shall not be required to force ice or follow ice breakers or enter any ice-bound port, or any port where lights or

light-ships have been or are about to be with-drawn by reason of ice, or where there is risk that in the ordinary course of things the

vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging. See Clause 35.

26.Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the

navigation of the vessel, insurance, crew, and all other matters, same as when trading for their own account.

27.A commission of 2-1/2 1,25 per cent is payable by the Vessel and Owners to TMS DRY LTD.

……………………………………………………………………………………………………………………………………………………….

on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.

28.An address commission of 2-12 3,75 per cent payable to the Charterers on the hire earned and paid under this Charter.

Clause 29 to 121 both inclusive, as attached hereto, are deemed to be fully incorporated in this Charter Party.

THE OWNERS

/s/Lucina Marine Inc.LUCINA MARINE INC.

Clause 29 - Vessel's Description:

MV 'PINK SANDS' - ALL DETAILS 'ABOUT'

GEARLESS BULK CARRIER - MALTA FLAG

BUILT 2016/JIANGSU YANGZIJIANG SHIPBUILDING GROUP LTD

CLASS: ABS

SUMMER DWT 208.931 MT AT 18,421M SW DRAFT

WINTER DWT 203.509 MT AT 18.038M SW DRAFT

TROPICAL DWT 214.356 MT AT 18,804M SW DRAFT

TPC FULL LOAD ABT 141.8 MT - FWA 0,42 M

LOA/LBP/BEAM/DEPTH: 299.95/294.40/50.00/24,90M

INTERNATIONAL  GRT/NRT  107.665/66.786

STRENGTHENED FOR HEAVY BULK CARGOES WITH HOLDS 2-4-6-8 MAY BE EMPTY

9 HO/HA

SIDE ROLLING HATCH COVERS

HATCH DIMS: 1) 15.68X19.60M - 2 TO 8) 15.68X23.20M 9) 15,68X21,40M

HOLD GRAIN CAP BSS 100 PCT ABT 223.194 cbm

HOLDWISE CAP CBM:

1) 22608.3

2) 28103.9

3) 28175.6

4) 22460.1

5) 22415.6

6) 23446.7

7) 23162.1

8) 28170.7

9) 24651.0 - ALL ABT

SPEED/CONS:SPEED AND CONS AT SEA ALW UNDER GOOD WEATHER CONDITIONS, I.E. WINDS UPTO BEAUFORT SCALE FORCE 4 (MAX 16 KN) AND TOTAL COMBINED (SEA AND SWELL) SIGNIFICANT WAVE HEIGHT UPTO DOUGLAS SEA STATE 3 (0.5-1.25M) WITH NO ADVERSE CURRENTS OR NEGATIVE INFLUENCE OF SWELL. FAVOURABLE CURRENTS ARE NOT TO BE TAKEN INTO ACCOUNT.

SERVICE SPEED/CONS:BALLAST: ABT 15KN AT ABT 58MT HSFO + ABT 0,2MT MGOLADEN: ABT 14KN AT ABT 58MT HSFO + ABT 0,2MT MGO

DURING IDLE PERIODS AT ANCHORAGE OR AT PORTS:ABT 4,5 MT HSFO/DAY PLUS ABT 0,2MT MGO/DAY

DURING LOADING/DISCHARGING OPERATIONS:ABT 6MT HSFO/DAY PLUS ABT 0,2MT MGO/DAY

ECO/SPEED CONS:BALLAST: ABT 13KN AT ABT 37MT HSFO + ABT 0,2MT MGOLADEN: ABT 12KN AT ABT 39MT HSFO + ABT 0,2MT MGO

ULTRA ECO SPEED/CONS GIVEN 'WITHOUT GUARANTEE', ALW SUBJ TO SAFE OPERATIONAL PARAMETERS OF M/E, FOR REFERENCE ONLY, WHILE STEAMING AT ULTRA ECO SPEED WEATHER ROUTE ANALYSIS NOT TO APPLY:BALLAST: ABT 11KN AT ABT 31MT HSFO + ABT 0,2MT MGOLADEN: ABT l0KN AT ABT 30MT HSFO + ABT 0,2MT MGO

QUALITY OF BUNKERS TO BE IN ACCORDANCE WITH ISO 8217:2010 RMG 380 FOR HEAVY FUEL OIL AND DMA FOR MGO. CHARTERERS TO COMPLY WITH FUEL OIL/MGO SULPHUR CONTENTS WHEN VESSELS ENTERING AND TRADING IN SECA (SULPHUR EMMISSION CONTROL AREAS) INCLUDING CHINA AS PER LATEST AMENDMENTS.

VSL TO HAVE LIBERTY TO USE ANY OVERPERFORMANCE AT ANY TIME DURING THE CURRENCY OF THIS CP TO OFFSET ANY UNDERPERFORMANCE AND/OR STOPPAGES. VESSEL TO HAVE LIBERTY OF USING MGO AT START/STOP/SWITCH GENERATOR ENGINE AT SEA, WHEN ENTERING/LEAVING PORT, MANEUVERING IN SHALLOW/NARROW WATERS,CANALS, RIVERS AND AT OTHER LIMITED OCCASIONS.

FUEL OIL CAP: 5989.6 CBMTRS / MARINE GAS OIL CAP : 576,6 CBMTRS /

BALLAST CAP: 67.078.2 CBMTRS EXCL CHOLD NR 6 / 90524.9 CBMTRS INCL CHOLD NR 6 (HEAVY BALLAST)

PORT BALLAST HOLDS H2: 23888.3 (85%) - H4: 13925 (62%) - HS: 24226.80 (86%)

ALL DETAILS 'ABOUT'

++

VESSEL'S CONTACT DETAILS:FBB 773925500FBB FAX 783937544Email: pinksands@gtships.com

Clause 30 - Ocean Routes

Charterers have the right to use weather routing service for monitoring vessel's route and performance. Charterers to nominate the weather routing service but Owners to appoint them on Charterers' request. Cost to be shared between Charterers and Owners. In case of discrepancy between the weather routing service data and Master's deck logs then the weather reports of national shore weather stations to apply as to the weather and admiralty ocean pilot charts to apply as to the current factor. WNI always excluded.

Clause 31 - Diesel Oil in Port

The vessel is to have the liberty of using diesel oil when entering and leaving port and for manoeuvring in shallow narrow waters, provided such usage is determined to be essential for the safe manoeuvring of the vessel, always at the discretion of the Master.

Clause 32 - Communication equipment

The vessel shall, as a minimum, be equipped with wireless telegraph and VHF telephone to comply with International regulations and to allow vessel to communicate with land stations. Master, Senior Officers and Radio Officer to be fully conversant with the English language.

Clause 33 - Re-measurement

Charterers have the option to re-measure vessel's deadweight, subject to Owners' classification society approval, at Charterers' time and expense. Charterers to restore original deadweight before redelivery at their time and expense.

Clause 34 - Permitted Cargoes

Sole cargoes allowed: Coal, Iron Ore, Iron Ore Concentrates, Iron Ore Pellets, Iron Ore Fines, Manganese Ore, always excluding: DRI /DRIP / HBI / Petcoke / Sponge Iron / Pig Iron.

In case of loading/discharging at Canadian port(s) then only homogeneous loading to take place (i.e. no alternate holds loading, no block stowage) always in accordance with Vessel's class approved loading manual.

Clause 35 - Trading Exclusion

Iceland, Sweden, Finland, Norway,Denmark, East Coast Canada between 15thDecember / 25th April, Jorf Lasfar, 'Bulkwayuu' in Maracaibo, Libya including Gulf of Sidra / Sirte, Lebanon, Syria, Israel, former Yugoslavia but Croatia and Slovenia allowed, Albania, Turkish occupied Cyprus, Azov sea, Gulf of Aqaba, Ethiopia, Iran, Iraq, Somalia, Eritrea, Angola including Cabinda, Namibia, CIS Pacific, Liberia, Nigeria, Sierra Leone, Cambodia, North Korea, Haiti, Cuba, Yemen, Sudan, Sri Lanka, Georgia including Abkhazia, Hokaido, Orinoco River, Amazon River, Nicaragua, Democratic Republic of Congo (formerly Zaire), Murmansk, Alaska, any war risks and/or war like areas and zones, and any countries to which U.S.A./U.N. sanctions from time to time are imposed.

No direct trading between Peoples' Republic of China / Taiwan.

Furthermore, subject to change by the war risks underwriters, excluded are also Indian Ocean / Arabian Sea / Gulf of Aden / Gulf of Oman / Southern Red Sea, the waters enclosed by the following boundaries:

-On the north-west, by the Red Sea, south of latitude 15n

-On the west of the Gulf of Oman by longitude 58e

-On the east, longitude 78e

-And on the south, latitude 12s Except coastal waters of adjoining territories up to 12 nautical miles Offshore.

Owners will transit and trade the west coast of India within the 12nm Zone but will allow vessel to navigate outside of the 12nm zone at the following areas which are subject to additional premium for Charterers' account:

A)Gulf of Khambhat - Malacca banks

B)Oil field area off Mumbai (restricted area)

C)Gulf of Kachchh &Delta of Indus, and

D)Sonmiani Bay Pakistan

Ship is not allowed to approach within 50 nautical miles of the north coast of Somalia, or within 100 nautical miles of the Socotra Archipelago, or within 200 nautical miles of the east coast of Somalia.

Ice free ports/trading. Vessel not to force ice nor to be ordered to follow ice-breaker(s).

Clause 36 - Deleted

Clause 37 - Delivery/Redelivery Range and notices Itinerary

Charterers undertake to inform the Owners, during the period of Charter, as regards to the itinerary of the vessel and the names and full styles of their Agents at ports of call whenever so required by the Owners.

The Owners shall provide the Charterers with 3/2/1 day definite notice of the estimated time of delivery.

The Charterers shall provide the Owners with a minimum of 30/20/15 days redelivery notice including country of redelivery and further 10 days approximate notice and 5/3/2/1 day definite notice of the estimated time of redelivery.

Clause 38 - Deleted

Clause 39 - Joint Survey

A joint on-hire bunker/condition survey to be conducted at delivery port in Owners time if survey is not available at delivery port then it will be conducted at first loading port in Owners' time unless vessel is rendering service to Charterers. Expenses to be shared equally between Charterers and Owners. A joint off-hire survey for the purpose of determining the condition of the Vessel, her equipment and quantities of bunkers on board shall be held at last discharging port in Charterers' time. The expenses of such survey shall be shared equally between Owners and Charterers.

Clause 40 - Holds' Condition and Cleaning

All holds on arrival at Charterers 1st load port to be clean swept and dried up in every respect to load Charterers intended cargo and to pass relevant surveyors/authorities inspection. If holds fail to pass such inspection, vessel to be put off hire until reinspection passed. It is however understood and agreed that should holds partially failed such inspection and loading operations take place in those holds passed then, in case there is loss of time for Charterers, the Vessel will be placed off-hire pro rata to the number of holds rejected only.

In lieu of hold cleaning on redelivery: USD 6,500.- lump sum excluding removal of dunnage / debris / etc which Charterers confirm will remove from the ship prior redelivery.

For intermediate holds cleaning between legs, crew shall clean cargo compartments in preparation for the next cargo if Charterers so require. Such cleaning work shall be done in the same efficient manner as if the Vessel was trading for Owners' account. Charterers shall pay Owners USD 750.- per hold cleaned prior to the next loading. The Vessel shall remain on-hire during cleaning and Owners not to be responsible if the Vessel fails to pass any inspection after cleaning.

Clause 41 - Bunkers

Bunkers' quantities and prices to be advised.

Bunkers on redelivery to be same quantities as actually delivery. No payment of bunkers on delivery/redelivery.

Owners to have the right to bunker the vessel prior redelivery under this charter provided same does not interfere with Charterers' operations.

During service Charterers always to arrange bunkering to take place inside port limits or at a safe usual bunker anchorage and Charterers never to attempt to place bunkers in the vessel outside port limits or in high seas.

Clause 42 - Owners' Expenses

Owners also to provide and pay for all other expenses of Officers and crew including immigration fees and also all consular fees necessitated because of vessel's flag or nationality of Owners and lubricating oils. Vessel is to have on board all certificates necessary to comply with requirements at ports of call and canals for and during the service, failing which Owners are to be responsible for all time whilst

Vessel is unable to perform the services immediately required and for substantiated e incurred thereby. Charterers are to pay for compulsory, customary and port pilots.

Clause 43 - Insurance/P and I cover

43.1Owners warrant that throughout the currency of this Charter Party the vessel shall be fully covered by leading insurance companies/international P and I Clubs acceptable to the Charterers against Hull and Machinery, War and Protection and Indemnity Risk. Costs of such cover to be at the sole expense of Owners.

43.2If required by the Charterers, prior to commencement of the Charter or at any other time, the Owners shall procure that the Managers of the Hull and Machinery insurance and the Protection and Indemnity Association shall give the Charterers proper evidence that the vessel is fully covered by the Owners.

43.3             Insurance full style and value (to be advised upon request):                    Hull and Machinery: War risks:                    Protection and Indemnity risks:

Clause 44 - Hire

Hire: Index (CS4TC) plus 12,5 pct to be settled at end of each month. First hire to be paid at Index of the day of delivery based on CS4TC plus 12,5 pct which to be adjusted at end of the month vessel delivers according to actual figures. Hire shall be paid in arrears at the first day of each month, based on average prices of preceding month. In case Owners declare their option to convert to 12 months t/c, rate will be as per forward curve taken by 2 independent FFA brokers to be agreed upon between Owners and Charterers.

BANK DETAILS: To be advised

Clause 45 - Withholdings

Charterers are to have the right to withhold Owners' items and estimated amount for bunkers from the last hire payments, any balance for bunker value is to be settled in the final hire statement. Undisputed off hires and actual Owners' disbursements may be deducted by Charterers from the Charter hire during the period of the Charter Party. Such deductions will be finalized when proper statements/vouchers are submitted which is to be as soon as possible.

Clause 46 - Banking Delays

Referring to Lines 60 and 61 of New York Produce Exchange printed form, where there is default of payment as specified, the Owners will notify the Charterers whereupon the Charterers shall make payment of the amount due without interest within three (3) working/banking days of notification from the Owners, failing which the Owners will have the right to withdraw the vessel from service of the Charterers, without prejudice to any claim the Owners may otherwise have on the Charterers under this Charter.

Clause 47 - Taxes

Charterers shall pay and keep Owners fully indemnified and hold them harmless in respect of all local, state, national taxes and/or dues assessed on the vessel and/or the Owners and/or cargo and/or in respect of hire, sub-hire, freight, sub-freight or any other income payable under this Charter Party or in respect of the vessel's employment hereunder, including but not limited to Chinese Enterprise (Corporate) Income Tax, Chinese Business Tax and U.S.A. Gross Transportation Tax, whether assessed during or after the currency of this Charter Party. All taxes and/or dues levied by the country of the flag of the vessel or the Owners shall be for Owners' account.

Clause 48 - Breakdown or Accident

Should the vessel be put back whilst on voyage by reason of an accident or breakdown, or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness or accidents to the crew or any person on board the vessel (other than supercargo and/or other persons travelling by request of the Charterers), the hire shall be suspended from the time of the inefficiency until the vessel is efficient in the same or equivalent position and voyage resumed therefrom, and all substantiated extra expenses directly incurred thereby including bunkers consumed during period of suspended hire shall be for Owners' account.

Clause 49 - Stevedore Damage

The stevedores although appointed and paid by Charterers/shippers/receivers and or their agents are to work under the supervision of the Master who is responsible for the safety of the Vessel. The Charterers shall be responsible for any and all damage to the Vessel, or loss or damage to her equipment caused by stevedores during the currency of this charter party provided the Master has reported to the Charterers or their agents within 24 hours from discovery of the damage(s) unless case of hidden damage. The Charterers shall have the liberty to redeliver the Vessel without repairing the damages as long as same do not affect the Vessel's seaworthiness/class in which case Charterers undertake to reimburse Owners before redelivery the cost of repairs against production of repairs cost estimated by repairers or dockyard unless otherwise agreed. Should stevedores damage to the Vessel or her fittings/equipment affect Vessel's seaworthiness/class, then Charterers to arrange for an immediate repair to class-surveyor's satisfaction at their time/expense.

Clause SO - Grab Discharge

Vessel is to be suitable for normal size grab discharge and no cargo to be loaded in places inaccessible to grab discharge. Charterers are to have the privilege of using bulldozers/pay loaders with rubber types / tracks in vessel's holds provided their weight not to exceed vessel's tank-top, deck strength, whichever applicable in ports where stevedores cannot supply bulldozers or payloaders with rubber wheels / belts then other equipment provided by stevedores for discharging will be allowed.

Clause 51 - Mobile Cranes

Charterers to have the option of placing mobile cranes on deck at their sole risk and expense, always at Master's discretion and consistent with vessel's deck strength / characteristics. Owners will appoint class surveyor at Charterers' expense, to attend during placement of cranes to ensure safe/proper installation. All works during installation / dismantling and restoration operations to be performed to master's / class surveyor's satisfaction.

Cutting and/or welding of hatchcovers is not allowed. Any modification effected to Vessel's deck and/or damage suffered during the above mentioned works is to be repaired and Vessel is to be restored to its original condition always to the satisfaction of the Master and class surveyor at the Charterers' sole risk and expense.

Furthermore any material required by the Master and class surveyor for the installation of the mobile cranes and the restoration as above mentioned, shall be for Charterers' account.

Clause 52

Owners option break t/c, at any time, with 60 days notice.

Clause 53 - Boycott

Should the vessel be boycotted, picketed, blacklisted or similar incident at any port or place by shore and/or port labour and/or tugboats and/or pilots, and/or competent authority, by the terms and conditions on which members of the officers, crew were employed, or by reason of vessel's flag and or ownership, any substantiated extra expenses directly incurred thereby are to be for Owners' account and Charterers are entitled to put the Vessel off-hire for any time during which Vessel is unable to perform the services immediately required.

Clause 54 - I.T.F.

Owners guarantee that the vessel is, and will remain during the whole period of this Charter fully acceptable to the I.T.F. or equivalent fitted as far as conditions of crew, employment contracts, wages, etc. are concerned.

In the event that the vessel is delayed by reason of boycotts, strikes, labour stoppages or other actions by the I.T.F. against the vessel due to employment conditions, time so lost shall be considered as off-hire, and proven costs directly resulting therefrom are to remain for Owners' account.

Clause 55 - Arrest

Should the vessel be arrested during the currency of the Charter Party at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest. The clause shall be inoperative should the arrest be caused through any act or omission of the Charterers.

Clause 56 - Lack of Crew Members

Any time lost by the vessel by reason of none or more required crew members not being on board when the vessel is ready to sail, or by reason of a strike, stoppage or refusal to work by any crew is to be for Owners' account and expenses for keeping waiting or cancelling tugs, pilot or mooring boat are to be for Owners' account

Clause 57 - Blacklisting

Owners warrant that at the commencement of this Charter Party, the vessel is not blacklisted by the United States of America and/or Canadian authorities and/or longshoremen associations nor by Scandinavian, Australian, South African and/or ARAB countries.

Clause 58 - Bills of Lading

In case original Bills of Lading are not available prior to Vessel's arrival at discharging port Owners to allow discharge/delivery of the cargo against Charterers' LO.I. in Owners' P+I club standard wording issued on the Charterers' letter head and stamped/signed by a designated official of the Charterers only, without bank counter signature.

The Charterers will fax the LO.I. together with copy of the Bills of Lading which will be issued to Owners managers' office in Greece (fax number 210-3441655) for their approval. Thereafter the Charterers will immediately send by courier mail the original LO.I., faxing also the courier airway bill to Owners managers.

This procedure to take place promptly enough prior to Vessel's arrival at destination, being understood that the Owners will instruct the Master to release the cargo only after having found all in order and after having received Charterers' fax with the courier airway bill.

Furthermore Charterers hereby undertake the obligation to mail the original accomplished bills of lading to Owners managers when same available but latest within two months after discharge in which case Owners/managers will courier back to Charterers the LO.I.

Seawaybills permitted only for Japan discharge provided they are marked "subject to Hague-Visby rules".

Clause 59 - Certificates

The Owners warrant that throughout the currency of this Charter Party, the vessel shall to be in possession of any necessary valid certificates enabling the vessel to perform the Charter Party and to comply with all applicable requirements, regulations and recommendations, including but not limited to:

Tonnage and measurement certificates Classification and Trading certificates

Certificates issued pursuant to the Civil Liability Convention 1969 (C.LC.) which is applicable to OBOS and tankers Certificates issued pursuant to Section 311 (P) of the U.S. Federal Water Pollution Control Act, as amended (title 33 U.S. Code, Section 1321 (P)

Certificates of Financial Responsibility to trade to U.S. waters or to the waters of any other country relevant under this Charter Party ISM certificates Brazilian Authorities' DPC approval to be in order Certificates pertaining to the Crew

Any time lost or other consequence of any failure to comply with this warrant shall be for Owners' account

Clause 60 - SUEZ Certificates:

As from first passage of SUEZ CANAL under this Charter, vessel will have onboard current valid Suez Canal Certificates, and will so comply with all applicable requirements, regulations and recommendations as to avoid any delay in transit of canal, failing which time expenses to be for Owners' account.

Clause 61 - Vaccination Certificates

Owners shall be responsible for and arrange at their own expense that the Master, officers and crew of the vessel to be vaccinated and to be in possession of valid vaccination certificates on delivery of the vessel and throughout the period of this Charter Party. Any time lost and or additional expenses incurred due to failure to provide such certificates shall be for Owners' account

Clause 62 - Quarantine

Normal quarantine time and expenses to enter port are to be for Charterers' account. Any extra time or detention and expenses for quarantine due to pestilence and illness of the vessel's Master, Officers and crew are to be for Owners' account, but if quarantine detention is on account of the vessel having been sent by Charterers to any infected port, such detention time and expenses are to be for Charterers' account.

Clause 63 - Fumigation

Owners are to supply valid deratisation certificate on vessel's delivery and if same does not cover whole period of this Charter Party, cost of fumigation (in case fumigation is needed) shall be for Owners' account and time so required is not to count unless fumigation is required on account of cargo carried or ports visited while vessel is employed under this Charter Party in which case, cost and time are to be for Charterers' account.

Clause 64 - Compliance with U.S. Safety and Health Regulations

If the vessel calls at any U.S. port for the purpose of loading or discharging cargo, the vessel's equipment shall comply with regulations established under U.S. Public Law 85-742 part 9 (Safety and Health Regulations for Longshoring) or any subsequent amendments.

If longshoremen are not permitted to work due to the failure of master and or Owners to comply with the aforementioned regulations, any delays to the vessel resulting shall be for Owners' account

Clause 65 - Compliance with International Conventions

65.1 In the event of the vessel being prevented from performing, or being unable to perform the service immediately required hereunder, by reason of:

(A) Action on the part of relevant authorities resulting from non-compliance with any compulsory applicable enactment enforcing all or part of any of the following international conventions:

- International Conventions for the Safety of Life at Sea, either SOLAS 1960, or SOLAS 1974, or SOLAS 1974 in conjunction with its 1978 protocol.

- International Convention Load Lines 1969 International Convention for the Prevention of Pollution from Ships 1973, in conjunction with its 1978 protocol.

- ILO Merchant Shipping (minimum standards) Convention 1976 (nr. 147). International - Convention on Standards of Training, Certification and Watch Keeping for Seafarers 1978

(B) Labour stoppages or shortage, boycott, secondary boycott, manifestation of any kind in services essential to the operation of the vessel owing to its flag or registry or ownership or management or to the conditions of employment on board. Provided always that the event (A)and/or (B) is not directed against the Charterers or brought about any act, instruction or omission on the part of the Charterers, then any loss of time shall result in the vessel being off-hire and shall be dealt with in accordance with the off-hire clause.

65.2 It is understood that, if necessary, vessel will comply with any safety regulations and/or requirements in effect at ports of loading and/or discharging. A particular reference is the United States Department of Labour Safety and Health Regulations set forth in part III of the Federal Register.

65.3 Although other provisions of this Charter make it the responsibility of the Owners, it is agreed that should the vessel not meet safety rules and regulations Owners will make immediate corrective measures and any stevedore standby time upto next shift and other substantiated / directly incurred expenses involved, including off-hire, will be for Owners' account

Clause 66 - Smuggling

Any delay, expenses and/or time incurred on account of smuggling are to be for Charterers' account if caused by Charterers and/or persons appointed by Charterers and are to be for Owners' account, if caused by Owners, Officers and/or Crew and/or persons appointed by Owners.

Clause 67 - Sea Carrier Initiative Agreement

The Owners certify that they have entered into, and signed with the US customs, the S.C.I.A. (U.S. Sea Carrier Initiative Agreement) on an individual basis or through an association such as SIMCO, otherwise they warrant to take all necessary steps before delivery, and to hold Charterers harmless through the whole duration of the Charter Party, against any claim from US customs in respect of drugs which may be found on board.

Clause 68 - CUBA Calls

Owners warrant that the vessel is in full compliance with U.S.A. regulations pertaining to port calls to/from CUBA, specifically in compliance with the 'U.S. Cuban Democracy Act' and can trade without restraint into U.S. ports

Clause 69 - Pratigue

Vessel shall prepare radio pratique, when instructed by Charterers and be in possession of necessary certificates including Japanese sanitary certificates. Charterers' Agent(s) will assist, as trading pattern allows and properly direct Master regarding the Port Authority's requirements well in advance, prior to vessel's arrival at subject port, however, should any time and or expenses be incurred, same to be for Owners' account.

Clause 70 - Plan / Draft survey

70.1 Prior to delivery, Owners are to supply General Arrangement plans, load scale and capacity plan to Charterers.

70.2 Owners warrant that the vessel will throughout the duration of the Charter Party have on board capacity plan, hydrostatic curves and tables of displacement, tank calibration and trimming correction tables all sounding tubes to be in good maintenance conditions and free from impediments and vessel to have ballast tanks either empty or pressed full and trim to be deducted to minimum and not to exceed trim table corrections. If vessel does not comply with above requirements she will be put off-hire until able to perform such survey. Master to keep written record of drainage moisture pumped out/in. If required, Master to forward to Charterers upon arrival at unloading port and before start of discharging a certificate indicating all ballast remains.

Clause 71 - Suspension in Case of War

In the event of war or warlike operations involving two or more of the following nations:

United States of America, E.C.C. Countries, Japan, Australia, Commonwealth Of Independent States and People's Republic of China and/or the nation under the flag which vessel is performing under this Charter is registered, which seriously affects Charterers' or Owners' ability to perform their obligations under this Charter Party, both Charterers and Owners shall have the right to suspend this Charter Party with three (3) weeks written notice without liability to the other party. If the Charter Party is suspended, such suspension shall take place at port of destination after discharge of any cargo on board, subject to the provisions of attached Conwartime 2004 clause.

Clause 72 - Vessel's Inspection

Charterers have the benefit of holding vessel's inspection at any time at their expense on giving reasonable notice to Owners. Owners or Master is to give facility and assistance to carry out this inspection.

Clause 73 - Rejection of the Vessel

The Charterers shall have the option of rejecting the vessel and cancelling this Charter Party in following events:

(a) the vessel being off-hire as a result of technical reasons attributed to the Owners for a period in excess of 60 (sixty) consecutive days except for drydock in any period of 12 (twelve) months,

(b) Owners having failed to remedy/restore Vessels deficiencies which result in restriction to vessel's immediate trading within 60 (sixty) days after Owners' receipt of Charterers' notice requiring to remedy/restore.

Clause 74 - Off-Hire Bunker Consumption

Bunkers consumed during any period during which the vessel is off-hire for whatever cause, shall be calculated at the latest bunkering price actually paid by the Charterers.

Clause 75 - Vessel's Gear

Vessel is to work day and night and to provide lights for night working, if required by Charterers. Any overtime charges for officers and crew are to be for Owners' account. If the vessel's gear for opening and closing hatches becomes inoperative, the vessel is to be off-hire. Such off-hire is to be calculated pro-rata to the number of inoperative hatches and is only to count if ship's loading or discharging is actually delayed.

Clause 76 - Hatches

Crews are to open and close hatches before, during and after stevedore work when and where required and when permitted by shore regulations.

Clause 77 - Fresh Water

Fresh water consumed under this Charter for the purpose of drinking, washing of Master, officers and crew on board is to be for Owners' account. When trading limits the vessel's ability to provide fresh water through it's desalination plant, then extra expense for replenishment of fresh water for Charterers' account.

Clause 78 - Sublet

Charterers may sublet vessel, but shall always remain responsible to Owners for due fulfilment of this Charter Party.

Clause 79 - Watchmen

Watchmen are to be for Owners' account if so ordered/requested by Owners and/or Master.If security guards/gangway watchmen during ship's stay in United States of America port as required by the Immigration Department or United States Coast Guard due to nationality(ies) of ship's crew members then same to be for Owners' account. Watchmen are to be for Charterers' account if compulsory or ordered by Charterers / shippers / receivers / their agents.

Clause 80 - Owner's Agents

Owners may appoint Charterers' Agents to deal with Owners' matters.Charterers agree to have their Agents attend to minor matters of Owners without Agents charging extra agency fee. All expenses pertaining to Owners to be settled directly between Owners and Agents at cost.

Clause 81 - Additional Expenses

Charterers are to pay a lumpsum of USD 1,500.- (one thousand five hundred United States dollars) per month or pro rata to cover entertainment expenses and radio telegrams/telephone charges for Charterers' accountdisbursed by Owners.

Clause 82 - Laydays

Deleted

Clause 83 - Excessive Days in Port

Where the Vessel remains at anchorage, in port or idle for an extended period more than 30 days in compliance with Charterers' orders/instructions, and this causes fouling of the hull or underwater parts, Owners shall not be responsible for such fouling or any vessel underperformance caused by such fouling. The cost of cleaning and painting the hull or underwater parts, and the time spent doing so, shall be for Charterers' account.

Clause 84 - BIMCO Double Banking Clause

(a) The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the Vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside at such safe dock, wharf, anchorage or other place for transhipment, loading or discharging of cargo and/or bunkering.

(b) The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed shall give the Owners such advance notice as they reasonably can of the details of any such operations.

(c) Without prejudice to the generality of the Charterers' rights under (a) and (b), it is expressly agreed that the Master shall have the right to refuse to allow the Vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do.

(d) The Owners shall be entitled to insure any deductible under the Vessel's hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the Vessel's Underwriters and/or the cost of insuring any deductible under the Vessel's hull policy.

(e) The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The Vessel shall remain on hire for any time lost including periods for repairs as a result of such operation.

Clause 85 - GMT Time

For delivery, redelivery, ETA, ETS, ETC, time to be advised in local time. For calculation purposes, hire is to be computed in GMT time.

Clause 86 - Change of Flag

Owners shall have the right to change the vessel's flag and/or crew, subject to Charterers' prior consent which is not to be unreasonably withheld. Such change(s) are not, in any way, to hinder, prevent or detract from Charterers' rights and ability to use the vessel according to present Charter Party terms.

Clause 87 - Periodical Survey/Dry Dock

Charterers to position vessel in Far East zone for scheduled dry dock following Owners' three (3) months notice. Vessel to be placed off-hire from the time she is withdrawn from Charterers' service for dry dock until she is again in the same or equidistant position.

Clause 88 - Deviation / Put Back

In the event of loss of time either in port or at sea, deviation from the course of the voyage or putting back whilst on voyage, caused by sickness of or an accident to or misconduct by Master/Officers/crew, stowaway, refugee or any person on board vessel other than persons travelling by request of Charterers or by reason of the refusal of Master or Officer(s) or crew to perform their duties or an accident or breakdown to vessel or dry docking or periodical survey, the hire shall be suspended from the time of inefficiency in port or at sea, deviation or putting back until vessel is again efficient in the same or equivalent position in respect to the port where Vessel is originally destined for and voyage resumed therefrom and bunkers consumed during such period of suspension shall be for Owners' account.

Clause 89 - Cargo Claims

Cargo claims as between the Owners and the Charterers shall be settled in accordance with the Inter-Club New York Produce Exchange Agreement of February 1970 as amended September 1996 as attached.

Clause 90 - English Law

In this Charter Party English Law to apply.

Clause 91 - Protective Clauses

The New Both-to-Blame Collision Clause, New Jason Clause and General Clause Paramount or U.S.A. Clause Paramount or Canadian Clause paramount whichever applicable, P+I Bunkering clause and Voywar 2004 Clause, are deemed to be incorporated in all Bills of Lading issued under this Charter Party and all sub-Charter Parties. Conwartime 2004 as attached, is deemed to be incorporated in this Charter Party and to apply.

Clause 92 - Deleted

Clause 93

Basic war risk insurance to be for Owners' account, however, in the event of any increase in war risk insurance premia (H+M/P+I), including loss of hire and crew war risk bonus as well as blocking and trapping, due to the trade in which vessel is engaged, same to be for Charterers' account until additional war risk premia no longer apply. The Charterers to place Owners in funds in lieu of such premia as provided by Owners insurance brokers prior vessel entering the war zone/place. In case vessel's stay in the war zone/place prolonged and the amount already paid by the Charterers is not sufficient then Charterers to place Owners again in funds promptly for any further amounts required to cover vessel's prolonged stay in the war zone/place. Owners will submit to Charterers the relevant debit notes immediately upon receipt of same from the insurance brokers and if there will be any difference plus or minus then same to be settled together with the next scheduled payment as per charter party. Such additional premium is not to exceed London underwriters' scale. Owners will credit no claim bonus to Charterers.

Clause 94

The Owners guarantee that the construction of the vessel with fittings and other equipment shall comply with the requirements and/or recommendations of Australian Shore Labourers and Pilots.

Clause 95

Charterers have the right to instruct the Master to utilize the vessel's maximum water ballast capacity and eventually to flood one or more holds in port, in order to bring down vessel's height to get into position under loading and/or discharging appliances, however, the hold/holds to be utilized for ballasting should be only the designated ballast holds, always in conformity to free board and/or safety requirements.

Clause 96

Notwithstanding anything to the contrary in this Charter, Owners guarantee that throughout the currency of this Charter Owners will comply with all federal, state and/ or local government requirements (including but not limited to the obtaining of Certificate of Financial Responsibility under OPA 90) to enable vessel to lawfully trade to the United States of America and any countries permitted under this Charter.

Clause 97

Charterers to have the privilege of ordering the vessel to be laid up at any time during the period of this Charter Party. In such event, Time charter hire shall be paid in accordance with Clause 4, less all operating costs which Owners may be able to save by reason of the Vessel having been laid up, if any. A joint condition survey of the Vessel to be carried out in the beginning and at the end of a layup period. Also, Owners to have the right to arrange for an underwater inspection. Any and all expenses to be incurred including, but not limited to, cleaning and painting the hull or underwater parts, restoring the Vessel and her machinery / equipment for service, class and P+I fees and expenses to be for Charterers' account. These provisions apply in any case and fully whether layup may terminate during the currency of or, at the end of this charter party.

Charterers to have the benefit of any return insurance premium if and when granted and paid to Owners from the underwriters by reason of the vessel being in port for a minimum of 30 (thirty) days.

Clause 98

Charterers guarantee that they are fully covered with a first class P+I club including cargo claims, F / D+D (Freight / Demurrage + Defence) and full Charterers liability and will remain so for the total duration of the present charter.

Clause 99

In case Vessel's last voyage exceeds the maximum period and the market rate rises above the c/p rate in the meantime, it is hereby agreed that the charter hire will be adjusted to the prevailing market level from DLOSP of the last discharging port prior commencement of the last voyage until actual redelivery of the Vessel to the Owners, whether Vessel fixed for next employment or not, whether Vessel sold or not. Such adjusted rate to be calculated as follows:

If Vessel redelivered east of Suez including Red Sea/Indian Ocean/Pacific Ocean then the average rate of route C10_03 for the whole applicable period as defined above to apply.

If Vessel redelivered west of Suez including Mediterranean sea/Black sea/Baltic sea / Atlantic ocean then the average rate of route C8_03 for the whole applicable period as defined above to apply. This clause is null and void in case of force majeure

Clause 100 - Hamburg Rules Charter Party Clause

Neither the Charterers nor their agents shall permit the issue of any bill of Lading, waybill or other document evidencing a contract of carriage (whether or not signed on behalf of the Owner or on the Charterers' behalf or on behalf of any sub-Charters) incorporating, where not compulsorily applicable, The Hamburg Rules or any legislation giving effect to the Hamburg Rules or any other legislation imposing

liabilities in excess of Hague or Hague Visby Rules. Charterers shall indemnify the Owners against any liability, loss or damage which may result from any breach of the foregoing provisions of this clause.

Clause 101 - P & I Bunker Clause

"The vessel shall have the liberty as part of the contract voyage to proceed to any port or ports at which bunker oil is available for the purpose of bunkering at any stage of the voyage whatsoever and whether such ports are on or off the direct and/or customary route or routes between any of the ports of loading or discharge named in this Charter Party and may there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks and deep tanks and any other compartment in which oil can be carried, whether such amount is or is not required for the chartered voyage."

Clause 102 - Deviation Clause

The vessel has liberty to call at any port or ports in any order, for any purpose, to sail without pilots, to tow and/or assist vessels in all situations, and also to deviate for the purpose of saving life and/or property. Eventual costs and benefits to be equally shared by Charterers and Owners.

Clause 103 - Clause Paramount

This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, provisions of Water Carriage of Goods Act 1936 enacted by the Parliament of the Dominion of Canada, the Hague Rules, or the Hague-Visby Rules, as applicable, or such other similar national legislation as may mandatorily apply by virtue of origin or destination of the bills of lading, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said applicable If any term of this bill of lading be repugnant to said applicable Act to any extent, such term shall be void to that extent, but no further.

Clause 104 - General Clause Paramount

The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924 ("the Hague Rules") as amended by the Protocol signed at Brussels on 23 February 1968 ("the Hague-Visby Rules") and as enacted in the country of shipment shall apply to this Contract. When the Hague Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments.

When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination, the Hague Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this Contract.

The Protocol signed at Brussels on 21 December 1979 ("The SDR Protocol 1979") shall apply where the Hague Visby Rules apply, whether mandatorily or by this Contract. The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging, or while the cargo is in the charge of another carrier or with respect to deck cargo and live animals.

Clause 105 - Canadian Clause Paramount

This Bill of Lading, so far as it relates to the Carriage of Goods by Water, shall have effect, subject to the provisions of the Water Carriage of Goods Act 1936, enacted by the Parliament of the Dominion of Canada, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the Carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this Bill of Lading be repugnant to Act to any extent such terms shall be void to that extent but no further.

Clause 106 - U.S.A. Paramount Clause

This contract of Affreightment as well as its pertaining Bills of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved on April 16th, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this contract or its Bills of Lading be repugnant to said Act to any extent, such term shall be void to that extent but no further.

Clause 107 - New Jason Clause

In the event of accident, danger, damage or disaster before or after commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequences of which, the carrier is not responsible, by statute, contract or otherwise, the goods, shippers, consignees, or Owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.

If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if such salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or Owners of the goods to the carrier before delivery.

Clause 108 - New Both to Blame Collision Clause

If the liability for any collision in which the vessel is involved while performing this Bill of Lading fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:

If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or carrier or her Owners as part of their claim against the carrying ship or carrier.

The foregoing provision shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.

Clause 109 - Drug And Alcohol Policy

Owners warrant that there is a policy on Drug and Alcohol Abuse (Policy) applicable to the vessel which meets or exceeds that standard in the International Marine Forum Guidelines for the control of Drugs and Alcohol on board the Ship. Under the Policy, alcohol impairment shall be defined as a blood alcohol content of 40mg/100ml or greater; the appropriate seafarers to be tested shall be the full Vessel's complement and the drug/alcohol testing and screening shall include unannounced testing in addition to route medical examinations.

An objective of the Policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through a combined program of unannounced testing and routine medical examinations.

Owners further warrant that the Policy will remain in effect during the term of this Charter and that Owners shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment of any test finding of impairment shall not in and of itself mean the Owners have failed to exercise due diligence.

Owners undertake, unless they have already done it, to sign . the US Customs "Sea Carrier Initiative Agreement" in consideration with the US Anti-Drug Abuse Act 1986.

Remark: In case of discrepancies between Printed Form and Rider Clauses, Rider Clauses will prevail.

Clause 110 - War Risks Clauses for Time Charter, 2004 (Code Name : CONWARTIME 2004)

(a) For the purpose of this Clause, the words:

(i) "Owners" shall include the shipowners, bareboat charterers, disponent owners, managers or other operators who are charged with the management of the Vessel, and the Master; and

(ii) 'War Risks" shall include any actual, threatened or reported:

war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever); by any person, body, terrorist or political group, or the Government of any state whatsoever, which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Master and/or the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she sh.all be at liberty to leave it.

(c) The Vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessel and their other interests (including, but not limited to, loss of earnings and detention, the crew and their protection and Indemnity Risks), and the premiums and/or calls therefore shall be for their account.

(ii) If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter andremain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of War Risks, then the actual premiums and/or calls paidshallbe reimbursed by the Charterers to the Owners at the same time as the nextpayment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(f) The Vessel shall have liberty:-

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement;

(iv) to discharge at any other port any cargo or part thereof which may render the Vessel liable to confiscation as a contraband carrier;

(v) to call at any other port to change the crew or any part thereof or other persons on board the Vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.

(g) If in accordance with their rights under the foregoing provisions of this Clause, the Owners shall refuse to proceed to the loading or discharging ports, or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners' intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.

(h) If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

Clause 111 - BIMCO Bunker Fuel Sulphur Content Clause For Time Charter Parties 2005

(a) Without prejudice to anything else contained in this Charter Party, the Charterers shall supply fuels of such specifications and grades to permit the vessel, at all times, to comply with the maximum sulphur content requirements of any emission control zone when the vessel is ordered to trade within that zone.

The Charterers also warrant that any bunker suppliers, bunker craft operators and bunker surveyors used by the Charterers to supply such fuels shall comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect of sampling and the provision of bunker delivery notes. The Charterers shall indemnify, defend and hold harmless the Owners in respect of any loss, liability, delay, fines, costs or expenses arising or resulting from the Charterers' failure to comply with this Sub-clause (a).

(b) Provided always that the Charterers have fulfilled their obligations in respect of the supply of fuels in accordance with Sub-clause (a), the Owners warrant that:

(i) The vessel shall comply with Regulations 14 and 18 of MARPOL Annex VI and with the requirements of any emission control zone; and

(ii) The vessel shall be able to consume fuels of the required sulphur content when ordered by the Charterers to trade within any such zone.

Subject to having supplied the vessel with fuels in accordance with Sub-clause (a), the Charterers shall not otherwise be liable for any loss, delay, fines, costs or expenses arising or resulting from the vessel's failure to comply with Regulations 14 and 18 of MARPOL Annex VI.

(c) For the purpose of this Clause, "emission control zone" shall mean zones as stipulated in MARPOL Annex VI and/or zones regulated by regional and/or national authorities such as but not limited to, the EU and the US Environmental Protection Agency.

Clause 112 - BIMCO Standard ISM Clause for Voyage and Time Charter Parties

From the date of coming into force of the International Safety Management (ISM) Code in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and "the Company" (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.

Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or "the Company" to comply with the ISM Code shall be for the Owners' account.

Clause 113 - BIMCO ISPS / MTSA Clause for Time Charter Parties 2005

(a) (i) The Owners shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Vessel and "the Company" (as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, the Owners shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (MTSA) relating to the Vessel and the "Owner" (as defined by the MTSA).

(ii) Upon request the Owners shall provide the Charterers with a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) and the full style contact details of the Company Security Officer (CSO).

(iii) Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay) caused by failure on the part of the Owners or "the Company"/"Owner" to comply with the requirements of the ISPS Code/MTSA or this Clause shall be for the Owners' account, except as otherwise provided in this Charter Party.

(b) (i) The Charterers shall provide the Owners and the Master with their full style contact details and, upon request, any other information the Owners require to comply with the ISPS Code/MTSA. Where sub-letting is permitted under the terms of this Charter Party, the Charterers shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners and the Master. Furthermore, the Charterers shall ensure that all sub-Charter Parties they enter into during the period of this Charter Party contain the following provision:

"The Charterers shall provide the Owners with their full style contact details and where sub- letting is permitted under the terms of the Charter Party shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners."

(ii) Loss, damages, expense or delay (excluding consequential loss, damages expense or delay) caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers' account, except as otherwise provided in this Charter Party.

(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant

authority in accordance with the ISPS Code / MTSA including, but not limited to, security guards, launch services, vessel escorts, security fees or taxes and inspections, shall be for the Charterers' account, unless such costs or expenses result solely from the negligence of the Owners, Master or crew. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners' account.

(d) If either party makes any payment which is for the other party's account according to this Clause, the other party shall indemnify the paying party.

Clause 114 - U.S. Customs Advance Notification / AMS Clause for Voyage Charter Parties

(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Owners shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i) Have in place a SCAC (Standard Carrier Alpha Code);

ii) Have in place an ICB (International Carrier Bond); and

iii) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs.

The Charterers shall provide all necessary information to the Owners and/or their agent to enable the Owners to submit a timely and accurate cargo declaration. The Charterers shall assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers' failure to comply with any of the provisions of this sub-clause. Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(c) The Owners shall assume liability for and shall indemnify, defend and hold harmless the Charterers against any loss and/or damage whatsoever (including consequential loss and/or damage) and any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Owners' failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall not count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(d) The assumption of the role of carrier by the Owners pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

Clause 115 - BIMCO Bulk Carrier Safety Clause

(a) The Charterers shall instruct the Terminal Operators or their representatives to cooperate with the Master in completing the IMO SHIP/SHORE SAFETY CHECKLIST and shall arrange all cargo operations strictly in accordance with the guidelines set out therein.

(b) In addition to the above and notwithstanding any provision in this Charter Party in respect of loading/discharging rates, the Charterers shall instruct the Terminal Operators to load/discharge the Vessel in accordance with the loading/discharging plan, which shall be approved by the Master with due regard to the Vessel's draught, trim, stability, stress or any other factor which may affect the safety of the Vessel.

(c) At any time during cargo operations the Master may, if he deems it necessary for reasons of safety of the Vessel, instruct the Terminal Operators or their representatives to slow down or stop the loading or discharging.

(d) Compliance with the provisions of this Clause shall not affect the counting of laytime.

Clause 116

The Owners to have the right to sell the vessel at any time during the period of this Charter Party having promptly informed the Charterers in this respect and to provide them with the name of the new owners, subject to Charterers approval which not to be unreasonably withheld.

Clause 117

Deleted.

Clause 118

Negotiations and fixture are to be kept strictly private and confidential except in case of statutory requirements or those of Stock listed companies.

Clause 119 - BIMCO Piracy Clause for Time Charter Parties

(a) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgment of the Master and/or the Owners, may be, or are likely to be, exposed to any actual, threatened or reported acts of piracy, whether such risk of piracy existed at the time of entering into this charter party or occurred thereafter. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(b) If the Owners do not give their consent they shall immediately inform the Charterers and the Charterers shall be obliged to issue alternative voyage orders and any time lost due to compliance with such orders shall not be considered off-hire. The Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(c) If the Owners consent or if the Vessel proceeds to or through an area exposed to risk of piracy the Owners shall have the liberty:

(i) to take reasonable preventive measures to protect the vessel, her crew and cargo including but not limited to taking a reasonable alternative route, proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security personnel or equipment on or about the vessel,

(ii) to comply with the orders, directions or recommendations of any underwriters who have the authority to give the same under the terms of the insurance;

(iii) to comply with all orders, directions, recommendations or advice given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group, including military authorities, whatsoever acting with the power to compel compliance with their orders or directions;

(iv) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement; and the Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(d) Costs

(i) If the Vessel proceeds to or through an area where due to risk of piracy additional costs will be incurred including but not limited to additional insurance, additional personnel and

preventative measures to avoid piracy attacks, such costs shall be for the Charterers' account. Any time lost waiting for convoys, following recommended routeing, timing, or reducing speed or taking measures to minimise risk, shall be for the Charterers' account and the Vessel shall remain on hire;

(ii) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first;

(iii) If the underwriters of the Owners' insurances should require payment of additional premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of piracy risks, then the actual additional premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Vessel is attacked or seized by pirates any time lost shall be for the account of the Charterers and the Vessel shall remain on hire. If the Vessel is seized the Owners shall keep the Charterers closely informed of the efforts made to have the Vessel released.

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party.

Clause 120 - Radioactivity Risk Clause for Time Charter Parties

(a) The Vessel shall not be obliged to proceed or required to continue to or through or remain at, any port, place, area or zone, or any waterway or canal (hereinafter "Area") which may expose the Vessel, her cargo, crew or other persons on board the Vessel to danger from levels of ionizing radiations from or contamination by radioactivity from any nuclear fuel, nuclear waste or from the combustion of nuclear fuel, or the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or component thereof (hereinafter "Radioactivity") determined by a competent local, national or international authority (including but not limited to the International Atomic Energy Authority and the World Health Organization) to be harmful to human health.

(b) If in accordance with sub-clause (a) the Owners decide that the Vessel shall not proceed or continue to or through or remain in the Area they must immediately inform the Charterers. The Charterers shall be obliged to issue alternative voyage orders and shall indemnify the Owners for any claims from holders of the Bills of Lading caused by waiting for such orders and/or the performance of an alternative voyage. Any time lost as a result of waiting for or complying with such orders shall not be considered off-hire.

(c) The Vessel shall have liberty to comply with all orders, directions, recommendations or advice of competent authorities and/or the Flag State of the Vessel in respect of arrival, routes, ports of call, destinations, discharge of cargo, delivery, or in any other way whatsoever.

(d) The Charterers warrant that they shall not load cargoes and/or empty containers and/or supply bunkers that have levels of Radioactivity in excess of normal background radiation levels for the Area. The Owners, at their discretion, may arrange for a radioactive survey by an independent qualified surveyor, at the Charterers' cost, expense and time. If the level of Radioactivity in the cargoes, empty containers and/or bunkers is determined by the surveyor to exceed normal background levels, the Owners shall have the right to refuse to load such cargoes, empty containers and/or bunkers.

(e) Any delays arising out of measures taken by port authorities to screen the Vessel for radiation either in the countries affected by Radioactivity or at subsequent ports of call shall be for the Charterers' account. Any time lost as a result of complying with such screening shall not be considered off-hire.

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party. In the event of a conflict between the provisions of this Clause and any implied or express provision of the Charter Party, this Clause shall prevail to the extent of such conflict, but no further.

Clause 121 - Loading Iron Ore in India

The Charterers are to provide certificate(s) of testing from a laboratory which must be approved in advance by the Owners and such certificate(s) of testing must state the TML (Transportable Moisture Limit) and FMP (Flow Moisture Point) and Moisture Content. Such certificate(s) are to be presented to the Owners and the Master prior to, and as a condition of, the commencement of loading.

Notwithstanding above, should the Owners so require, the Charterers are to allow the Owners or their representatives to take samples of cargoes prior to, and as a condition of, loading and the Owners shall be entitled to test such samples and/or appoint surveyors and/or experts to act on their behalf always at the Owners' discretion, but only one of the following companies to be used:

Either, M/S ERICSON & RICHARDS (GOA) or M/S J.B. BODA PVT LTD (GOA).

The master shall have the right to refuse to accept cargo on board.

Such refusal shall not be a breach of charter, vessel shall remain on-hire, and the Charterers shall be responsible, at their sole time and expense for all steps required to provide a safe cargo to the satisfaction of the master.

The Charterers agree to pay and indemnify the Owners for all costs / fees, liabilities and all time taken in connection with the matters provided for in this clause shall be for the Charterers' account. Cargo loaded in vessel's holds after having been tested and accepted by Owners/Master cannot be rejected.

-END-

SIDE LETTER
TO
MN "PINK SANDS"
CHARTER PARTY DATED 19TH NOVEMBER 2018

It is mutually agreed between LUCINA MARINE INC., Marshall Islands as Owners and TMS DRY LTD., Marshall Islands as Charterers that notwithstanding anything else in this Charterparty:

- Israel trading is allowed provided no subsequent voyage to Arabian country.

- Sierra Leone: to be discussed/considered on a case by case basis.

- Indian Ocean /Gulf of Aden/Red Sea Passage: to be discussed/considered on a case by case basis against Charterers paying for all extra insurance, crew war bonus and for sufficient armed guards and safety/protection equipment.

THE OWNERS

/s/Lucina Marine Inc.LUCINA MARINE INC.

EX-4.76

Exhibit 4.76

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"		BIMCO PART I
	2. Place and date VALETTA, MALTA 19th November 2018
3. Owners/Place of business (Cl. 1) HARPINA OWNING COMPANY LIMITED Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) SALACIA MARINE INC. Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands
5. Vessel’s name, call sign and flag (Cl. 1 and 3) XANADU Call Sign: 9HA4370 Flag: Malta IMO: 9724661
6. Type of Vessel BULK CARRIER	7. GT/NT 107366/67552
8. When/Where built 2017 - JIANGSU YANGZI XINFU SHIPBUILDING CO., LTD, CHINA	9. Total DWT (abt.) in metric tons on summer freeboard 208.827 MT
10. Classification Society (Cl. 3) Nippon Kaiji Kyokai or any other Classification Society	11. Date of last special survey by the Vessel’s classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) Length :294.42 Breadth: 50.00 Depth: 24.90
13. Port or Place of delivery (Cl. 3) Worldwide at Owners’ option	14. Time for delivery (Cl. 4) 15 November – 15 December 2018	15. Cancelling date (Cl. 5) 15 December 2018
16. Port or Place of redelivery (Cl. 15) N/A	17. No. of months’ validity of trading and class certificates uponredelivery (Cl. 15) N/A
18. Running days’ notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) In accordance with Classification Society or Flag State requirements
20. Trading Limits (Cl. 6) WORLDWIDE WITHIN INSTITUTE WARRANTY LIMITS
21. Charter period (Cl. 2) See Clause 33	22. Charter hire (Cl. 11) See Clauses 34
23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV See Clause 34	25. Currency and method of payment (Cl. 11) Dollars/Bank Transfer

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) Such account as the Owners may notify the Charterers from time to time	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) N/A
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) First priority statutory Mortgage in favour of KFW IPEX- BANK GmbH of Germany and Second priority statutory Mortgage in favour of DEKABANK Deutsche Girozentrale	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Clause 13
30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 13	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 13
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) Three (3) Business Days	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) 30(a)
36. War cancellation (indicate countries agreed)(Cl. 26(f)) N/A
37. Newbuilding Vessel (indicate with ”yes” or “no” whether PART III applies)(optional) No, Part III does not apply	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional) No, Part IV does not apply	43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional) No, Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) N/A	45. Country of the Underlying Registry (only to be filled in if PART V applies) N/A
46. Number of additional clauses covering special provisions, if agreed Clause 32 to Clause 42
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART l and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) /s/ Dimitrios Glynos By: Dimitrios Glynos Title: Attorney-in-fact	Signature (Charterers) /s/ Dimitrios Dreliozis By: Dimitrios Dreliozis Title: Attorney-in-fact

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

1. Definitions (see Rider Clause 32)

In this Charter, the following terms shall have the meanings hereby assigned to them:

“The Owners" shall mean the party identified in Box 3;

“The Charterers" shall mean the party identified in Box 4;

“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

“Financial Instrument” means the mortgage, deed covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”).  See also Clause 33

3. Delivery (also see Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

(a)     The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy

And in every respect ready-in-hull, machinery and equipment for service under this Charter.

The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13 in such ready safe berth as the Charterers may direct.

(b)     The Vessel shall be properly documented on delivery in accordance with the laws of the Fflag State indicated in Box 5 and the requirements of the Cclassification Ssociety stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.

(c)     The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by the latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery (See Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15.  Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’ preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)     Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)     If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonably certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight(168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)     Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.

6. Trading Restrictions

The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.

The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as the extra premium which shall be at the Charterer’s expense or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter.  This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners' prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder.  The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and of the Off-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rate thereof.

8. Inspection

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:-

(a)     to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained.  The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)     in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g).  The costs and fees for such inspection or survey shall be paid by the Charterers; and

(c)     for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel).  The costs and fees for such inspection and survey shall be paid by the Charterers Owners.

All time used in respect of inspection, survey or repairs

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

shall be for the Charterers account and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accident or damage to the Vessel.

The Charterers shall provide such necessary assistance to the Owners, their representatives or agents in respect of any inspection hereunder.

9. Inventories, Oil and Stores

A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel.  The Charterers and the Owners, respectively, shall at the time of delivery and redelivery take over and pay for all bunkers, lubricating oil, unbreached provisions, paints, ropes and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the ports of delivery and redelivery, respectively.  The Charterers shall ensure that all spare part listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.  The Charterers shall at the time of delivery take over and pay for all bunkers and lubricating oils in the Vessel as evidenced by invoices.

10. Maintenance and Operation

(a)(i)Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(I), if applicable, at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation costing (excluding the Charterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 percent of the Vessel’s insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ration in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30., the Charterers shall ensure that the same are complied with and the time and cost of compliance shall be for the Charterers’ account.

(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements and the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)     Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the vessel under this Charter, including annual Fflag State fees and any foreign general municipality and/or state taxes.  The Master, officers and his crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.

(c)     The Charterers shall keep the owners and the Mmortgagee(s) advised of the intended employment, planned dry docking and major repairs of the Vessel, as reasonably requestedrequired.

(d)     Flag and Name of Vessel - During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag (with all fees, costs and expenses arising in relation thereto for the Charterers account).  The Charterers also have the liberty, with the Owners’ and the Mortgagees’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period.  Any pPainting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.  If the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such physical presence or office shall be for the account of the Charterers.

(e)     Changes to the Vessel - Subject to clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without the instance first securing the Owners’ and Mortgagees’ approval thereof.  If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)     Use of the Vessel’s Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantially equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected.  The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use.  The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel.  Title of equipment so replaced shall vest in and remain with the Owners.  The Charterers have the right to fit additional equipment at their expense and risk (provided that no permanent strucutal damage is caused to the Vessel by reason of such installation) and but the Charterers

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

shall, at their expense, remove such equipment and make good any damage caused by the fitting or removal of such additional equipment before the Vessel is redelivered to the Owners pursuant to Clause 28 at the end of the period if requested by the Owners.  Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charters and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.

(g)     Periodical Dry-Docking – The Charters shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19.  or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or Flag State.

11. Hire See Clause 24

(a)     The Charterers shall pay hire due to the Owners punctuality in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)     The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable no later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to the Charterers.  Hire shall be paid continuously throughout the Charter Period.

(c)     Payments of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)     Final payment of hire, if for a period less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be affected accordingly.

(e)     Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of.  The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first.  Any hire paid in advance to be adjusted accordingly.

(f)     Any delay in payment of higher shall entitle the Owners to interest at the rate per annum as agreed in Box 24.  If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or is successor) for the currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due, increased by 2 perc., shall apply.

(g)     Payments of interest do under subclause 11(f) shall be made within seven (7) running days of the date of the Owners invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage See also Clause 35

(only to apply if Box 28 has been appropriately filled in)

*) (a)     The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b)     The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instruments.  The Charterers undertake to comply, and provide such information and documents reasonably required to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instruments or as may be directed from time to time during the currency of the Charter by the Mmortgagee(s) in conformity with the Financial Instruments.  The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instruments and agree to acknowledge this in writing in any form that may be reasonably required by the Mmortgagee(s).  The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28. and that they shall not agree to any amendment of the mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28)

13. Insurance and Repairs (see Rider Clause 49)

(a)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense in accordance with the requirements set out in the Facility Agreements.  against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld.  Such insurances stated in this Clause 13 shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the Mmortgagees(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint.  Insurance policies shall cover the Owners, and the Charterers and the Mortgagees according to their respective interests.  Subject to the provisions of the Financial Instruments, if any, and the agreed loss payable clauses, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurance.

All time used for repairs under the provisions of subclause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be the Charterers’ account.

(b)     If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively.  The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers are necessary.

(c)     The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be reasonably required to enable the Owners to comply with the insurance provisions of the Financial Instruments.

(d)     Subject to the provisions of the Financial Instru-

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

ments, if any, should the Vessel become a an actual, constructive, compromised or agreed Ttotal Lloss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Lenders in accordance with the agreed loss payable clauses Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interests.  and any amount in excess of all of the amounts owning and secured under the Facility Agreements in relation to the Vessel shall be paid to the Charterers.  The Charterers undertake to notify the Owners and the MmortgageeSs(s), if any, of any occurrences in consequence of which the Vessel is likely to become a Ttotal Lloss as defined in this Clause.

(e)     The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in the Financial Instruments of the Facility Agreements.

14. Insurance, Repairs and Classification

(a)     During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto.  The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)    In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)     The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a).  The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)     The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)     All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses  as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)    If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively.  The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)     Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)     If the Vessel becomes an actual, constructive,  compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.

(j)     The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.

(I)     Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15. Redelivery

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct.  The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery.  Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period.  Notwithstanding the above, should the Charterers fail to redeliver the Vessel withinthe Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded.  All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16. Non-Lien

The Charterers will not suffer, nor permit to be continued,

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PART II

“BARECON 2001” Standard Bareboat Charter

any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel.  The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

“This Vessel is the property of (name of Owners).  It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.” and a notice required by the Mortgagee as set out in clause 22.5 of the KFW and DEKA Facility Agreement.

17. Indemnity

(a)     The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period.  If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)     If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.  In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hiresand sub-freights belonging or due to the Charterers orany sub-charterers and any Bill of Lading freight for allclaims under this Charter, and the Charterers to have a lien on the Vessel for all moneys paid in advance andnot earned.

19. Salvage

Subject to the provisions of the Financial Instruments, aAll salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale

(a)     The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners and the Mortgagees., which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)     The Owners shall not sell the Vessel during the currency of this Charter. except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a)     The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carnage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules.  The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b)     The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

*) Delete as applicable.

24. Bank Guarantee

(Optional, only to apply if Box 27 filled in)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a)     Subject to the provisions of the Financial Instruments, iIn the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether itmay or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that if all hire has been paid by the Charterers hereunder then in the event of "Requisition for Hire" any Requisition Hire or compensation is received or receivable by the Owners, the same shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition".  In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition".

26. War

(a)     Subject to the provisions of the Financial Instruments, fFor the purpose of this Clause, the words "War

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PART II

“BARECON 2001” Standard Bareboat Charter

Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)    The Vessel, unless the War Risks’ insurers written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks.  Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)    In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessels war risks insurers until the prior written notice to war risks insures has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)     The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)     If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)     The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)     In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at  sea at a near, open and safe port as directed by the Owners.  In all cases hire shall continue to be paid in accordance with Clause 34 Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter.  If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission.  Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination

(a)      Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 34 Clause 11.  However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall givethe Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual.  Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:(1) Clause 6 (Trading Restrictions)(2) Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b)     Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c)     Loss of Vessel

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss.  For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

(d)     Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)     The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities.  Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure that the master and the crew follow the orders and directions of the Owners.

The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter.  The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative.  All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution

*) (a)     This Charter and any non-contractual obligations arising out of or in connection with it Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Charter Contract shall be referred to arbitration in London in accordance with the Arbitration Act or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators.  A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.  The language or any arbitrator proceedings shall be in English.

*) (b)     This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction.  The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US550,000 (or such other sum asthe parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c)     This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d)     Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:-

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice') calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose.  The mediation shall be conducted in such place and in accordance with such procedure and

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PART II

“BARECON 2001” Standard Bareboat Charter

on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation.  The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e)    If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply.  Sub-clause 30(d) shall apply in all cases.

*)     Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

indicate alternative agreed in Box 35.

31. Notices See Clause 37

(a)     Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b)     The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IIIPROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37)

1. Specifications and Building Contract

(a)     The Vessel shall be constructed in accordance with the Building Contract (hereafter called the Building Contract") as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter- signed as approved by the Charterers.

(b)     No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers' consent.

(c)     The Charterers shall have the right to send their representative to the Builders' Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.

(d)     The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein.  Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders.  The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel's performance or specification or defects, if any.  Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies.  However, the Owners' liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers).  The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred.  Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties.  The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2. Time and Place of Delivery

(a)     Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders' Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders.  Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract.  The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)     If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)     If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii) if the Charterers wish to take delivery of the Vessel

they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)     Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3. Guarantee Works

If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works.  The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4. Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5. Survey on Redelivery

The Owners and the Charterers shall appoint surveyors  for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred.  The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IVHIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterershave fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid  for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is tree from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery.  Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims.  Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers' flag, shall be for Buyers' account.  Any taxes, consular and other charges and expenses connected with closing of the Sellers' register, shall be for Sellers' account.

In exchange for payment of the last month's hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any.  On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship's Register and deliver a certificate of deletion to the Buyers.  The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers' possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Sellers' risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43)

1. Definitions

For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: "The Bareboat Charter Registry" shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

“The Underlying Registry" shall mean the registry of the State in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2. Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28. the Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners under this Charter.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ADDITIONAL CLAUSES TO BARECON 2001 DATED 19TH NOVEMBER

CLAUSE 32 - DEFINITIONS

“Actual Delivery Date” means the date when the Vessel is in fact delivered by the Owners to the Charterers pursuant to the Charter.

“Advance Charterhire” means the advance charterhire amount specified in Schedule 1.

“Business Day” means a day on which banks are open for business in the principal business centres of London, New York and Athens.

“Charter Guarantee” means the guarantee of the Charter Guarantor contained in this Charter.

“Charter Guarantor” means Dryships Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

“Charterhire” means each of, as the context may require, all of the quarterly instalments of hire payable hereunder comprising in each case:

(i) a component of Charterhire A; and

(ii) a component of Charterhire B.

“Charterhire A” means, in relation to a Payment Date, the fixed charterhire in accordance with the table set out in Schedule I (Payment Dates and Fixed Charterhire) as may be adjusted froin time to time in accordance with clause 36 of this Charter.

“Charterhire B” means, in relation to a Payment Date, the interest component calculated in accordance with the terms of clause 8 of the KFW Facility Agreement, to accrue from the Actual Delivery Date onwards and for the duration of the Charter Period.

”Charter Period” has the meaning given to it in Clause 33 of this Charter.

“Classification Society” means NKK or any classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies.

”Facility Agreements” means (a) a facility agreement dated 30 September 2016 as amended by a Supplemental Agreement dated 22 September 2017 and as further amended and supplemented by a Second Supplemental Agreement dated 9 October 2018 and entered into between inter alias (i) the Owners, Corysia Owning Company Limited and Pliades Owning Company Limited as joint and several borrowers, (ii) the banks and financial institutions listed therein as lenders (the “KFW Lenders”), (iii) KFW IPEX- Bank GmbH as arranger, agent and security agent, (iv) KFW IPEX- Bank GmbH as hedging provider and (v) Capeships Inc., Holdships Inc. as guarantors and (vi) Melite Owning Company Limited as collateral owner pursuant to which the lenders have agreed to make available and have made available to the Borrowers, jointly and severally, a loan of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) (the “KFW Facility Agreement”)and (b) a facility agreement dated 6 October 2016 as amended and supplemented by a Supplemental Agreement dated 27 March 2017 and as futiher amended and supplemented by a Second Supplemental Agreement dated 22 September 2017 and entered into between inter alias (i) Melite Owning Company Limited as borrower, (the “Borrower”) (ii) Dekabank Deutsche Girozentrale as arranger , agent and security agent and the financial institutions listed therein as lenders (the “DEKA Lenders”, together with the KFW Lenders the “Lenders”)(iii) Capeships Inc., the Owners, Pliades Owning Company Limited and Corysia Owning Company Limited

as guarantors, pursuant to the terms of which the lenders have agreed to make available and have made available to the Borrower a facility ofup to Thirty Eight Million Eight Hundred and Fifty Thousand Dollars ($38,850,000) (the “DEKA Facility Agreement”,together with the KFW Facility Agreement the “Facility Agreements”).

“Financial Instruments” means the first and second priority m01tgages, deed of covenants, the general assignments or such other financial security instruments granted to the Owners’ Lenders as security for the obligations of the Owners in relation to the Facility Agreements.

“Flag State” means the Malta, Marshall Islands, Liberia, Cyprus, Greece or the Cayman Islands or any other flag state approved by the Owners and the Mortgagees.

“Mortgagees” means (i) KFW IPEX- BANK GmbH of Palmengartenstrasse 5-9, D-60325, Frankfurt am Main, Germany and (ii) DEKABANK DEUTSCHE GIROZENTRALE of Mainzer Landstrasse 16, 60325 Frankfurt am Main, Germany.

“Payment Date” ·means each of the dates upon which Charterhire is to be paid by the Charterers to the Owners pursuant to clause 34.

“Permitted Security Interests” means:

(a) Security Interests created by a Financial Instrument; and

(b) other Security Interests permitted under the Facility Agreement or the Financial Instruments.

“Purchase Obligation” means the purchase obligation referred to in Clause 38.

“Purchase Obligation Date” means the date on which the Owners shall transfer the legal and beneficial interest in the Vessel to the Charterers, and the Charterers shall purchase the Vessel, being the date falling on the last day of the Charter Period.

“Purchase Obligation Price” means an amount equal to USD 5;400,000 (United States Dollars Five Million Four Hundred Thousand) as may be adjusted from time to time in accordance with clause 36 of this Charter.

“Security Interest” means a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien, assignment, hypothecation or any other security interest of any kind or any other agreement or arrangement having the effect of conferring a security interest;

“Total Loss” means:

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

(b) requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c) hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than 30 days.

CLAUSE 33 - CHARTER PERIOD

The period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date and terminate on the Final Repayment Date in respect of Advance B as defined in the KFW Facility Agreement unless otherwise terminated in accordance with the terms hereof.

CLAUSE 34 - CHARTERHIRE

34.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Charter at the request of the Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners, the Charterhire, the Advance Charterhire and the Purchase Obligation Price.

34.2 The Charterers shall pay the Advance Charterhire to the Owners on the Actual Delivery Date which amount shall be non-refundable under all circumstances and no interest shall accrue on the Advance Charterhire.

34.3 Subject to the terms of this Clause 34, the Charterers shall pay the Charterhire quarterly in arrears in 41 consecutive instalments to the Owners under this Charter. The payment dates will be 5 days prior to the Payment Dates, as same are specified in Schedule 1 (Payment Dates and Fixed Charterhire), or any other date as may be mutually agreed between the Charterers and the Owners.

34.4 Time of payment of the Charterhire, the Advance Charterhire and other payments by the Charterers shall be of the essence of this Charter.

34.5 All payments of the Charterhire, the Advance Charterhire, the Purchase Obligation Price and any other amounts payable under the Charter shall be made in Dollars.

34.6 All Charterhire and any moneys payable hereunder shall be payable by the Charterers to the Owners to such account as the Owners may notify the Charterers in writing. Payment of the Charterhire and the Advance Charterhire and other moneys hereunder shall be at the Charterers’ risk until receipt by the Owners.

34.7 All stamp duty, value added tax, withholding or other taxes and import and export duties and all other similar types of charges which may be levied or assessed on or in connection with:

(a) the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and

(b) the impott, export, purchase, delivery and re-delivery of the Vessel,

shall be borne by the Charterers. The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire and Advance Charterhire and other payments payable under this Charter by addition to, and at the time of payment of, such amounts.

34.8 If the Charterers fail to make any payment due under this Charter on the due date, they shall pay interest on such late payment at the default rate of two per cent. (2%) per annum plus the Interest Rate from the date on which such payment became due until the date of payment thereof.

34.9 All default interest and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

34.10 Any payment which is due to be made on a day which is not a Business Day, shall be made on the preceding Business Day in the same calendar month.

CLAUSE 35 - QUIET ENJOYMENT

35.1 Provided that the Charterers do not breach any terms of this Charter, the Owners hereby agree: (i) not to disturb or interfere or do or cause any person claiming on behalf of the Owners to disturb or interfere with the Charterers’ lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet

and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and (ii) without limiting (i), not to take any steps to wind up, liquidate or place in administration or receivership of the Owners or commence or continue any analogous proceedings in any jurisdiction in respect of the Owners.

CLAUSE 36 - SECURITY SHORTFALL

If at any time a prepayment is required to be made as provided in clause 25.12 of the KFW Facility Agreement, then such prepayment of the loan pursuant to clause 25.12 (a) (ii) of the KFW Facility Agreement shall be made by the Charterers. In such event the Charterhire A and/or the Purchase Obligation Price shall be adjusted pursuant to clause 25.12 (b) of the KFW Facility Agreement.

CLAUSE 37 - NOTICES

Any notice, cettificate, demand or other communication to be served, given made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other valid method or giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post, fax or by email to the following respective addresses:

(A)to the Owners:	c/o TMS DRY LTD. Address: Athens Licensed Shipping Office 11 Fragkokklisias Street, GR 151 25, Marousi, Athens, Greece Email: management@tms-dry.com
(B)     to the Charterers:	c/o DRYSHIPS MANAGEMENT SERVICES INC. Address: Athens Licensed Shipping Office 109 Kifisias Avenue and Sina Street GR 151 24, Marousi, Athens, Greece Email: management@dryships.com
(C)     to the Charterers’ Guarantor:	c/o DRYSHIPS MANAGEMENT SERVICES INC. Address : Athens Licensed Shipping Office 109 Kifisias Avenue and Sina Street GR 151 24, Marousi, Athens, Greece Email: management@dryships.com

or, if a party hereto changes its address or fax number, to such other address or fax number as that party may notify to the other.

CLAUSE 38 - PURCHASE OBLIGATION

Subject to other provisions of this Charter, in consideration of the Owners entering into this Charter, the Charterers shall, on the last day of the Charter Period, be obliged to purchase from the Owners all of the Owners’ beneficial and legal right, title and interest in the Vessel and all belonging to her and the Owners and the Charterers shall perform their obligations referred to in Clause 39 and the Charterer shall pay the Purchase Obligation Price on the Purchase Obligation Date unless this Charter is terminated before the natural expiration of this Charter or the Owners and the Charterers agree otherwise.

CLAUSE 39 - SALE OF THE VESSEL BY PURCHASE OBLIGATION

Completion of the performance of the Purchase Obligation shall take place on the Purchase Obligation Date, whereupon the Owners will sell to the Charterers (or their nominee), and the Charterers (or their nominee) will purchase from the Owners, all the legal and beneficial interest and title in the Vessel, for the Purchase Obligation Price on an “as is where is” basis and on the following terms and conditions:

(i) the Vessel shall be free from any registered mortgages incurred by the Owners;

(ii) the Purchase Obligation Price, shall be paid by (or on behalf of) the Charterers to the Owners on the Purchase Obligation Date, together with unpaid amounts of Charterhire and other moneys owing by or accrued or due from the Chartererss under this Charter on or prior to the Purchase Obligation Date which remain unpaid; and

(iii) concurrently with the Owners receiving irrevocable payment of the Purchase Obligation Price and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees and shall (at Charterers’ cost) execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers (and to the extent required for such purposes, the Vessel shall be deemed first to have been redelivered to the Owners).

CLAUSE 40 -NO SET-OFF OR TAX DEDUCTION

40.1 All Charterhire, Advance Charterhire or payment of the Purchase Obligation Price and any other payment made from the Charterers shall be paid punctually:

(a) without any form of set-off, cross-claim or condition; and

(b) free and clear of any tax deduction or withholding unless required by law.

40.2 If the Owners are required by law to make a tax deduction from any payment:

(a) the Owners shall notify the Charterers as soon as they become aware of the requirement; and

(b) the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

CLAUSE 41 - CHARTER GUARANTEE

41.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers and accepting this Charter Guarantee as security for the payment by the Charterers of sums due under this Charter, and subject only to Sub-clause 41.2 below, the Charter Guarantor hereby irrevocably and unconditionally guarantees to the Owners the punctual performance by the Charterers of all Charterers’ obligations under this Charter and to pay any amount due by the Charterers under this Charter within thirty (30) days

following service by the Owners of a relevant demand accompanied by relevant documented proof of such amount due.

41.2. If within fifteen (15) banking days after receipt of the above mentioned demand the Charter Guarantor receives (i) a written notice from the Charterers stating that they dispute the Owners’ claim and (ii) evidence that the matter has been referred to court of arbitration (as may be applicable), the Charter Guarantor shall not be obliged to make any payment under this Charter Guarantee until the latest of thirty (30) days after the dispute has been finally determined, and in any case following the exhaustion of any appeal process therefrom.

41.3 This Charter Guarantee is a continuing guarantee and will extend to the full completion of all Chatt erers’ obligations under this Charter.

CLAUSE 42 - MISCELLANEOUS

42.1 The Charterers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Charter.

42.2 No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to this Charter.

42.3 This Charter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Charter, as the case may be.

42.4 These additional clauses shall be read together with the BARECON 2001 to constitute this Charter as a single instrument. However, incase of any conflict between these additional clauses and the BARECON 2001, the terms of these additional clauses shall prevail.

42.5 The parties hereto agree to keep the terms and conditions of this Charter (the“Confidential Information”)strictly confidential, provided that such party may disclose Confidential Information in the following cases:

(a) as required in order to comply with statutory requirements for stock listed companies;

(a) it is already known to the public or becomes available to the public other than through the act or omission of the disclosing party;

(b) with the prior written consent of all parties hereto.

[Signature page follows]

/s/ Dimitrios Glynos

HARPINA OWNING COMPANY LIMITED

Name: Dimitrios Glynos

Title: Attorney-in-fact

/s/ Dimitrios Dreliozis

SALACIA MARINE INC.

Name: Dimitrios Dreliozis

Title: Attorney-in-fact

/s/ Dimitrios Dreliozis

DRYSHIPS INC.

Name: Dimitrios Dreliozis

Title: Vice President - Finance

SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	m/v Xanadu
	Actual Delivery Date	$35,650,000(the “Advance Charterhire”)
1	11-Feb-19	$450,000
2	11-May-19	$450,000
3	11-Aug-19	$450,000
4	11-Nov-19	$450,000
5	11-Feb-20	$450,000
6	11-May-20	$450,000
7	11-Aug-20	$450,000
8	11-Nov-20	$450,000
9	11-Feb-21	$450,000
10	11-May-21	$450,000
11	11-Aug-21	$450,000
12	11-Nov-21	$450,000
13	11-Feb-22	$450,000
14	11-May-22	$450,000
15	11-Aug-22	$450,000
16	11-Nov-22	$450,000
17	11-Feb-23	$450,000
18	11-May-23	$450,000
19	11-Aug-23	$450,000
20	11-Nov-23	$450,000
21	11-Feb-24	$450,000
22	11-May-24	$450,000
23	11-Aug-24	$450,000
24	11-Nov-24	$450,000
25	11-Feb-25	$450,000
26	11-May-25	$450,000
27	11-Aug-25	$450,000
28	11-Nov-25	$450,000
29	11-Feb-26	$450,000
30	11-May-26	$450,000
31	11-Aug-26	$450,000
32	11-Nov-26	$450,000
33	11-Feb-27	$450,000
34	11-May-27	$450,000
35	11-Aug-27	$450,000
36	11-Nov-27	$450,000

37	11-Feb-28	$450,000
38	11-May-28	$450,000
39	11-Aug-28	$450,000
40	11-Nov-28	$450,000
41	11-Feb-29	$450,000
42	11-Feb-29	$5,400,00 (the “Purchase Obligation Price”)

EX-4.77

Exhibit 4.77

Time Charter

GOVERNMENT FORM

Approved by the New York Produce Exchange

November 6th, 1913-Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946

This Charter Party, made and concluded in Athens the 19th day of November 2018 Between SalaciaMarine Inc, Marshall IslandsOwners of the good Malta Flag Steamship/Motorship M.V. "XANADU" – See Clause 29 for specification of of                         tons gross register, and ……………………. tons net register, having engines of                         indicated hours power and with hull, machinery and equipment in a thoroughly efficient state, and classed………………………………………………….. at……………………. of about …………………… cubic feet bale capacity, and about ……………………. tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship's deadweight capacity, allowing a minimum of fifty tons) on a draft of … feet ………. inches on ……….. Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about ………………………………….. tons of fuel, and capable of steaming, fully laden, under good weather conditions about …knots on a consumption of about ………………………. tons of best Welsh coal best grade fuel oil best grade Diesel oil now under construction ……………………….

and TMS Dry Ltd. Charterers of the Marshall Islands.

Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about an open ended period exact period in Charterer's Option, Owners have option to convert t/c to 12 months fixed rate t/c by giving Charterers 90 days notice, trading always via safe anchorage(s), safe berth(s), safe port(s), always afloat and always within Institute Warranty Limits, with lawful harmless bulk cargoes which to be loaded, stowed, carried, discharged in accordance with IMO recommendations and/or any other local/national regulations  and always in conformity with Vessel's class certificate requirements.

within below mentioned trading limits.

Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party.Acceptance of delivery shall not constitute a waiver of Owners' obligations under this Charter.

Vessel to be placed at the disposal of the Charterers, at on dropping last outward sea pilot one safe port Singapore/Japan range at any time, day or night, Sunday and Holidays included in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No.6), as the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No.5.  Vessel on her delivery to be ready to receive cargo with clean-swept, holds and tight, staunch, strong and in every way fitted for the service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers, excluding as per Rider Clauses…………………………………………. (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America……………………………………………………………………………………….and/or Europe and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31^st and May 15^th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic

Trading Exclusions – As per Rider Clauses ……………………………………………………………………………………………………………………………………………… ………………………………………………………………………………………………………………………………………………

as the Charterers or their Agents shall direct, on the following conditions:

1.That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew, see Rider Clause; shall pay for the insurance of the vessel, also for the all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull and holds, machinery and equipment for and during the service.

2.That the Charterers whilst the vessel is on hire shall provide and pay for all the fuel except as otherwise agreed, Port Charges canal tolls, Pilotages, Agencies, Commissions, Garbage Removal, Consular Charges (except those pertaining to the Crew and vessel's flag), and all other usual expenses except those before stated, but when the vessels puts into a port for causes for which vessel is responsible, then all such charges incurred shall be paid by the Owners.  Charterers to pay only for reasonably required tugboat assistance in port approaches, but always as it is customary for this type/size of the vessel regarding weather/tide conditions and place/port in question.  Fumigations ordered because of illness of the crew to be for Owners account.  Fumigations because of cargoes carried or ports visited while vessel employed under this charter to be for Charterers' account.  All other fumigations to be for Charterers' account after vessel has been on charter for a continuous period of six months or more.

Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage, and shifting boards already aboard vessel.  Charterers to have the privilege of using shifting board for dunnage, they making good any damage thereto.

3.That the Charterers, at the port of delivery, and the Owners at the port of re-delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than ……………..tons and not more ………………. tons and to be re-delivered with not less than……………… tons and not more than……………tons.

4.That the Charterers shall pay for the use and hire of the said Vessel at the rate of see Clause 44.

No payment of Bunkers on delivery/redelivery.

…………………………… United States Currency per ton on vessel's total deadweight carrying capacity, including bunkers and stores, on …………………… summer freeboard, per Calendar Month, commencing on and from the day of her delivery, as aforesaid, and at and after the same rate for any part of a daymonth; hire to continue until the hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port passing Muscat outbound/ South Japan range including People's Republic of China/South Korea//Philippine Islands/Taiwan or  Charterers' Option Skaw/Passero range including United Kingdom Continent, port in Charterers' Option, at anytime day or night Sundays and holidays included……………………….. unless otherwise mutually agreed.  Charterers are to give Owners not less than ……………………..days notice of vessels expected date of re-delivery, and probable port.

5.Payment of said hire to be made in New York in cash in United States Currency, semi-monthly every 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the hire, or bank guarantee, or on any breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers.  Time to count from 7 a.m. on the working day following that on which written notice of readiness has been give to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.

Cash for vessel's ordinary disbursements at any port may be advanced as required by the Captain, by the Charterers or their Agents, subject to 2½% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances and in case Owners outlays are disputed, Owners are to settle disputed items with agents involved directly.

6.That the cargo or cargoes be laden and/or discharged in any dock or at any wharf or place that Charterers or their agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessel to safely lie aground.

7.That whole reach of the Vessel's Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers' disposal, reserving only proper and sufficient space for Ship's officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners.......... per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequence of the carriage of passengers, Charterers are to bear such risk and expense.

8.That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary  assistance with ship's crew and boats, The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards vessel's employment and agency; and Charterers are to load, stow, and trim, tally and discharge the cargo at their expense under the supervision of the Captain, who is to sign Bills of Lading, for cargo as presented, in conformity with Mate's or Tally Clerk's receipts without prejudice to this Charter Party.

9.That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.

10.That the Charterers shall have permission to appoint a Supercargo, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch. He is to be furnished with free accommodation, and same fare as provided for Captain's table, Charterers paying at the rate of U.S. $10.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore's Foreman, etc., Charterers paying as per Rider Clauses. at the current rate per meal, for all such victualling.

11.That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing and/or, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily Logs, showing the course of the vessel and distance run and the consumption of fuel.

12.That the Capital shall use diligence in caring for the care and the ventilation of the cargo. The Vessel's holds are naturally ventilated only.

13.That the Charterers shall have the option of continuing this charter for a further period of …………………………………………………………………………………………………………………………………………… on giving written notice thereof to the Owners of their Agents….. days previous to the expiration of the first named term, or any declared option.

14.That if required by Charterers, time not to commence before the 20th November 2018 at 00:01 hrs and should vessel not have given written notice of readiness been delivered on or before the 15th December 2018 24:00 hrs,but not later than 2400 hours  4 p.m.Charterers or their Agents to have the option of canceling this Charter at any time not later than the day of vessel's readiness. See also Clause 82.

15.That in the event of the loss of time from default and/or deficiency of men or stores, fire, breakdown or damages to hull, machinery or equipment, grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost until the Vessel has returned to the

same or equivalent position, and if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra expenses shall be deducted from the hire.

16.That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted. The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessel in distress, and to deviate for the purpose of saving life and property.

17.That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial shipping men. Said  three persons to be shipping men who are members of the London Maritime Arbitrators' Association. Notwithstanding anything contained in the Arbitration Clause to the contrary should neither the claim nor the counter-claim exceed US$ 100,000 (one hundred thousand United States dollars), exclusive of interest on the sum claimed, costs of the arbitration and legal fees, if any, it is hereby agreed the dispute is to be governed by the London Maritime Arbitrators Association Small Claims Procedure 2002.

18.That the Owners shall have a lien upon all cargoes, and all sub-freights, sub-hires for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.

19.That all derelicts and salvage shall be for Owners' and Charterers' equal benefit after deducting Owners' and Charterers' expenses and Crew's proportion. General Average shall be adjusted, stated and settled, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules 1992 1994 and any amendments thereto. 1924, at such port or place in the United States as may be selected  by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of London, New York.  In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods.  Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the  place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money. Hire not to contribute to General Average.

In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers.

Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.

20.Fuel used by the vessel while off hire, also for cooking condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.

21.That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

In case of unforeseen circumstances it is Owners' privilege to dry dock and/or repair the vessel at any time during the currency of the Charter Party.

22.Owners shall maintain the gear of the ship if fitted, providing gear (for all derricks) capable of handling lifts up to three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with cranes derricks capable of handing heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers' account. Owners also to provide on the vessel lanterns and oil for night work. and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers' expense. The Charterers to have to the use of any gear on board the vessel.

23.Vessel to work night and day, if required by Charterers, and winches to be at Charterers' disposal during loading and discharging: steamer to provide one winchman per hatch to work winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship's articles. If the rules of the port, or labour unions, prevent crew from driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or winches, or insufficient power to operate winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time occasioned, thereby.

24.It is also mutually agreed that this Charter is subject all the terms and provisions of an all the exemptions from liability contained in the Act of Congress of the United States approved on the 13^th day of February, 1893, and entitled "An Act relating to Navigation of Vessels; etc., "in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the following clause, both of which are to be included in all bills of lading issued hereunder:

U.S.A. Clause Paramount

This bill of loading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any terms of this bill of lading be repugnant to said Act any extent, such terms shall be void to that extent, but no further.

Both to Blame Collision Clause

If the Ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the good carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.

25.The vessel shall not be required to force ice or follow ice breakers or enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging. See Clause 35.

26.Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, insurance, crew, and all other matters, same as when trading for their own account.

27.A commission of 2½ 1,25per cent is payable by the Vessel and Owners to TMS DRY LTD.

……………………………………………………………………………………………………………………………………………

on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.

28.An address commission of 2½  3,75 per cent payable to the Charterers on the hire earned and paid under this Charter.

Clause 29 to 121 both inclusive, as attached hereto, are deemed to be fully incorporated in this Charter Party.

THE OWNERS	THE CHARTERERS
/s/Dimitris Drelozis	/s/Tony Skoulaxenos
Dimitris Drelozis SALACIA MARINE INC.	Tony Skoulaxenos TMS DRY LTD.

ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 29 - Vessel’s Description:

MV ‘XANADU’

GEARLESS BULK CARRIER - MALTA FLAG

BUILT 2017/JIANGSU YANGZIJIANG SHIPBUILDING GROUP LTD

CLASS NKK

SUMMER DWT 208.827 MT AT 18,419M SW DRAFT

WINTER DWT 203.405 MT AT 18.036M SW DRAFT

TROPICAL DWT 214.252 MT AT 18,802M SW DRAFT

TPC FULL LOAD ABT 141.8 MT - FWA 0,42 M

LOA/LBP/BEAM/DEPTH: 299.95/294.40/50.00/24,90M

INTERNATIONAL GRT/NRT 107.366/67.552

STRENGTHENED FOR HEAVY BULK CARGOES WITH HOLDS 2-4-6-8 MAY BE EMPTY

9 HO/HA

SIDE ROLLING HATCH COVERS

HATCH DIMS:

1) 15.68X19.60M, 2 TO 8) 15.68X23.20M, 9) 15,68X21,40M

HOLD GRAIN CAP BSS 100 PCT ABT 223.194 CBM

HOLDWISE CAP

1) 22608.3

2) 28103.9

3) 28175.6

4) 22460.1

5) 22415.6

6) 23446.7

7) 23462.1

8) 28170.7

9) 24651.0 - ALL ABT

SERVICE/CONS:

SPEED AND CONS AT SEA ALW UNDER GOOD WEATHER CONDITIONS, I.E. WINDS UPTO BEAUFORT SCALE FORCE 4 (MAX 16 KN) AND TOTAL COMBINED (SEA AND SWELL) SIGNIFICANT WAVE HEIGHT UPTO DOUGLAS SEA STATE 3 (0.5-l.25M) WITH NO ADVERSE CURRENTS OR NEGATIVE INFLUENCE OF SWELL. FAVOURABLE CURRENTS ARE NOT TO BE TAKEN INTO ACCOUNT.

SERVICE SPEED/CONS:

BALLAST: ABT 15KN AT ABT 58MT HSFO + ABT 0,2MT MGO

LADEN: ABT 14KN AT ABT 58MT HSFO + ABT 0,2MT MGO

DURING IDLE PERIODS AT ANCHORAGE OR AT PORTS:

ABT 4,5MT HSFO/DAY PLUS ABT 0,2MT MGO/ DAY

DURING LOADING/ DISCHARGING OPERATIONS:

ABT 6MT HSFO/DAY PLUS ABT 0,2MT MGO/DAY

ECO/SPEED CONS:

BALLAST: ABT 13KN AT ABT 37MT HSFO + ABT 0,2 MT MGO

LADEN: ABT 12KN AT ABT 39MT HSFO + ABT 0,2 MT MGO

ULTRA ECO SPEED/CONS GIVEN ‘WITHOUT GUARANTEE’, ALW SUBJ TO SAFE OPERATIONAL PARAMETERS OF M/E FOR REFERENCE ONLY, WHILE STEAMING AT ULTRA ECO SPEED WEATHER ROUTE ANALYSIS NOT TO APPLY:

BALLAST: ABT 11KN AT ABT 29MT HSFO + ABT 0,2 MT MGO

LADEN: ABT 10KN AT ABT 29MT HSFO + ABT 0,2 MT MGO

QUALITY OF BUNKERS TO BE IN ACCORDANCE WITH ISO 8217:2010 RMG 380 FOR HEAVY FUEL OIL AND DMA FOR MGO.

CHARTERERS TO COMPLY WITH FUEL OIL/MGO SULPHUR

ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

CONTENTS WHEN VESSELS ENTERING AND TRADING IN SECA (SULPHUR EMMISSION CONTROL AREAS) INCLUDING CHINA AS PER LATEST AMENDMENTS.

VSL TO HAVE LIBERTY TO USE ANY OVERPERFORMANCE AT ANY TIME DURING THE CURRENCY OF THIS CP TO OFFSET ANY UNDERPERFORMANCE AND/OR STOPPAGES. VESSEL TO HAVE LIBERTY OF USING MGO AT START/STOP/SWITCH GENERATOR ENGINE AT SEA, WHEN ENTERING/LEAVING PORT, MANEUVERING IN SHALLOW/NARROW WATERS, CANALS, RIVERS AND AT OTHER LIMITED OCCASIONS.

ALL DETAILS ‘ABOUT’

+++

FUEL OIL CAP: 5989.6 CBM / MARINE GAS OIL CAP : 576,6 CBM

BALLAST CAP: 67.078.2 CBMTRS EXCL CHOLD NR 6 / 90524.9 CBMTRS INCL CHOLD NR 6 (HEAVY BALLAST)

PORT BALLAST HOLDS H2: 23888.3 (85%) - H4: 13925 (62%) - HS: 24226 .80 (86%)

VESSEL'S CONTACT DETAILS:

FBB500 B/C 773265706

FBB500 B/ C 773265716

FBB500 FAX 783931270

XANADU@gtships.com

Clause 30 - Ocean Routes

Charterers have the right to use weather routing service for monitoring vessel’s route and performance. Charterers to nominate the weather routing service but Owners to appoint them on Charterers’ request. Cost to be shared between Charterers and Owners. In case of discrepancy between the weather routing service data and Master’s deck logs then the weather reports of national shore weather stations to apply as to the weather and admiralty ocean pilot charts to apply as to the current factor. WNI always excluded.

Clause 31 - Diesel Oil in Port

The vessel is to have the liberty of using diesel oil when entering and leaving port and for manoeuvring in shallow narrow waters, provided such usage is determined to be essential for the safe manoeuvring of the vessel, always at the discretion of the Master.

Clause 32 - Communication equipment

The vessel shall, as a minimum, be equipped with wireless telegraph and VHF telephone to comply with International regulations and to allow vessel to communicate with land stations. Master, Senior Officers and Radio Officer to be fully conversant with the English language.

Clause 33 - Re-measurement

Charterers have the option to re-measure vessel's deadweight, subject to Owners’ classification society approval, at Charterers’ time and expense. Charterers to restore original deadweight before redelivery at their time and expense.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 34 - Permitted Cargoes

Sole cargoes allowed: Coal, Iron Ore, Iron Ore Concentrates, Iron Ore Pellets, Iron Ore Fines, Manganese Ore, always excluding: DRI / DRIP/ HBI / Petcoke / Sponge Iron / Pig Iron.

In case of loading /discharging at Canadian port(s) then only homogeneous loading to take place (i.e. no alternate holds loading, no block stowage) always in accordance with Vessel’s class approved loading manual.

Clause 35 - Trading Exclusion

Iceland, Sweden, Finland, Norway, Denmark, East Coast Canada between 15th December / 25th April, Jorf Lasfar, ‘Bulkwayuu’ in Maracaibo, Libya including Gulf of Sidra / Sirte, Lebanon, Syria, Israel, former Yugoslavia but Croatia and Slovenia allowed, Albania, Turkish occupied Cyprus, Azov sea, Gulf of Aqaba, Ethiopia, Iran, Iraq, Somalia, Eritrea, Angola including Cabinda, Namibia, CIS Pacific, Liberia, Nigeria, Sierra Leone, Cambodia, North Korea, Haiti, Cuba, Yemen, Sudan, Sri Lanka, Georgia including Abkhazia, Hokaido, Orinoco River, Amazon River, Nicaragua, Democratic Republic of Congo (formerly Zaire), Murmansk, Alaska, any war risks and/or war like areas and zones, and any countries to which U.S.A./ U.N. sanctions from time to time are imposed.

No direct trading between Peoples’ Republic of China / Taiwan.

Furthermore, subject to change by the war risks underwriters, excluded are also Indian Ocean / Arabian Sea/ Gulf of Aden/ Gulf of Oman/ Southern Red Sea, the waters enclosed by the following boundaries:

-On the north-west, by the Red Sea, south of latitude 15n

-On the west of the Gulf of Oman by longitude 58e

-On the east, longitude 78e

-And on the south, latitude 12s

Except coastal waters of adjoining territories up to 12 nautical miles Offshore.

Owners will transit and trade the west coast of India within the 12nm Zone but will allow vessel to navigate outside of the 12nm zone at the following areas which are subject to additional premium for Charterers’ account:

A)Gulf of Khambhat - Malacca banks

B)Oil field area off Mumbai (restricted area)

C)Gulf of Kachchh & Delta of Indus, and

D)Sonmiani Bay Pakistan

Ship is not allowed to approach within 50 nautical miles of the north coast of Somalia, or within 100 nautical miles of the Socotra Archipelago, or within 200 nautical miles of the east coast of Somalia.

Ice free ports/trading. Vessel not to force ice nor to be ordered to follow ice-breaker(s).

Clause 36 - Deleted

Clause 37 - Delivery/Redelivery Range and notices Itinerary

Charterers undertake to inform the Owners, during the period of Charter, as regards to the itinerary of the vessel and the names and full styles of their Agents at ports of call whenever so required by the Owners.

The Owners shall provide the Charterers with 3/2/1 day definite notice of the estimated time of delivery.

The Charterers shall provide the Owners with a minimum of 30/20/15 days redelivery notice including country of redelivery and further 10 days approximate notice and 5/3/2/1 day definite notice of the estimated time of redelivery.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 38 - Deleted

Clause 39 - Joint Survey

A joint on-hire bunker/condition survey to be conducted at delivery port in Owners time if survey is not available at delivery port then it will be conducted at first loading port in Owners’ time unless vessel is rendering service to Charterers. Expenses to be shared equally between Charterers and Owners. A joint off-hire survey for the purpose of determining the condition of the Vessel, her equipment and quantities of bunkers on board shall be held at last discharging port in Charterers’ time. The expenses of such survey shall be shared equally between Owners and Charterers.

Clause 40 - Holds’ Condition and Cleaning

All holds on arrival at Charterers 1st load port to be clean swept and dried up in every respect to load Charterers intended cargo and to pass relevant surveyors/authorities inspection. If holds fail to pass such inspection, vessel to be put off hire until reinspection passed. It is however understood and agreed that should holds partially failed such inspection and loading operations take place in those holds passed then, in case there is loss of time for Charterers, the Vessel will be placed off-hire pro rata to the number of holds rejected only.

In lieu of hold cleaning on redelivery: USD 6,500.- lump sum excluding removal of dunnage / debris / etc which Charterers confirm will remove from the ship prior redelivery.

For intermediate holds cleaning between legs, crew shall clean cargo compartments in preparation for the next cargo if Charterers so require. Such cleaning work shall be done in the same efficient manner as if the Vessel was trading for Owners’ account. Charterers shall pay Owners USD 750.- per hold cleaned prior to the next loading. The Vessel shall remain on-hire during cleaning and Owners not to be responsible if the Vessel fails to pass any inspection after cleaning.

Clause 41 - Bunkers

Bunkers’ quantities and prices to be advised.

Bunkers on redelivery to be same quantities as actually delivery.

No payment of bunkers on delivery/redelivery.

Owners to have the right to bunker the vessel prior redelivery under this charter provided same does not interfere with Charterers’ operations.

During service Charterers always to arrange bunkering to take place inside port limits or at a safe usual bunker anchorage and Charterers never to attempt to place bunkers in the vessel outside port limits or in high seas.

Clause 42 - Owners’ Expenses

Owners also to provide and pay for all other expenses of Officers and crew including immigration fees and also all consular fees necessitated because of vessel’s flag or nationality of Owners and lubricating oils. Vessel is to have on board all certificates necessary to comply with requirements at ports of call and canals for and during the service, failing which Owners are to be responsible for all time whilst

Vessel is unable to perform the services immediately required and for substantiated expenses directly incurred thereby. Charterers are to pay for compulsory, customary and port pilots.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 43 - Insurance/P and I cover

43.1 Owners warrant that throughout the currency of this Charter Party the vessel shall be fully covered by leading insurance companies/international P and I Clubs acceptable to the Charterers against Hull and Machinery, War and Protection and Indemnity Risk. Costs of such cover to be at the sole expense of Owners.

43.2 If required by the Charterers, prior to commencement of the Charter or at any other time, the Owners shall procure that the Managers of the Hull and Machinery insurance and the Protection and Indemnity Association shall give the Charterers proper evidence that the vessel is fully covered by the Owners.

43.3 Insurance full style and value (to be advised upon request):Hull and Machinery: War risks:Protection and Indemnity risks:

Clause 44 - Hire

Hire: Index (CS4TC) plus 12, 5 pct to be settled at end of each month. First hire to be paid at Index of the day of delivery based on CS4TC plus 12,5 pct which to be adjusted at end of the month vessel delivers according to actual figures. Hire shall be paid in arrears at the first day of each month, based on average prices of preceding month. In case Owners declare their option to convert to 12 months t/c, rate will be as per forward curve taken by 2 independent FFA brokers to be agreed upon between Owners and Charterers.

Bank details: To be advised.

Clause 45 - Withholdings

Charterers are to have the right to withhold Owners’ items and estimated amount for bunkers from the last hire payments, any balance for bunker value is to be settled in the final hire statement. Undisputed off hires and actual Owners’ disbursements may be deducted by Charterers from the Charter hire during the period of the Charter Party. Such deductions will be finalized when proper statements / vouchers are submitted which is to be as soon as possible.

Clause 46 - Banking Delays

Referring to Lines 60 and 61 of New York Produce Exchange printed form, where there is default of payment as specified, the Owners will notify the Charterers whereupon the Charterers shall make payment of the amount due without interest within three (3) working/banking days of notification from the Owners, failing which the Owners will have the right to withdraw the vessel from service of the Charterers, without prejudice to any claim the Owners may otherwise have on the Charterers under this Charter.

Clause 47 - Taxes

Charterers shall pay and keep Owners fully indemnified and hold them harmless in respect of all local, state, national taxes and/or dues assessed on the vessel and/or the Owners and/or cargo and/or in respect of hire, sub-hire, freight, sub-freight or any other income payable under this Charter Party or in respect of the vessel’s employment hereunder, including but no limited to Chinese Enterprise (Corporate) Income Tax, Chinese Business Tax and U.S.A. Gross Transportation Tax, whether assessed during or after the currency of this Charter Party. All taxes and/or dues levied by the country of the flag of the vessel or the Owners shall be for Owners’ account.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 48 - Breakdown or Accident

Should the vessel be put back whilst on voyage by reason of an accident or breakdown, or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness or accidents to the crew or any person on board the vessel (other than supercargo and/or other persons travelling by request of the Charterers), the hire shall be suspended from the time of the inefficiency until the vessel is efficient in the same or equivalent position and voyage resumed therefrom, and all substantiated extra expenses directly incurred thereby including bunkers consumed during period of suspended hire shall be for Owners’ account.

Clause 49 - Stevedore Damage

The stevedores although appointed and paid by Charterers/ shippers/ receivers and or their agents are to work under the supervision of the Master who is responsible for the safety of the Vessel. The Charterers shall be responsible for any and all damage to the Vessel, or loss or damage to her equipment caused by stevedores during the currency of this charter party provided the Master has reported to the Charterers or their agents within 24 hours from discovery of the damage(s) unless case of hidden damage. The Charterers shall have the liberty to redeliver the Vessel without repairing the damages as long as same do not affect the Vessel’s seaworthiness/class in which case Charterers undertake to reimburse Owners before redelivery the cost of repairs against production of repairs cost estimated by repairers or dockyard unless otherwise agreed. Should stevedores damage to the Vessel or her fittings/equipment affect Vessel’s seaworthiness/class, then Charterers to arrange for an immediate repair to class-surveyor’s satisfaction at their time/expense.

Clause 50 - Grab Discharge

Vessel is to be suitable for normal size grab discharge and no cargo to be loaded in places inaccessible to grab discharge. Charterers are to have the privilege of using bulldozers/ pay loaders with rubber types / tracks in vessel’s holds provided their weight not to exceed vessel’s tank-top, deck strength, whichever applicable in ports where stevedores can not supply bulldozers or payloaders with rubber wheels / belts then other equipment provided by stevedores for discharging will be allowed.

Clause 51 - Mobile Cranes

Charterers to have the option of placing mobile cranes on deck at their sole risk and expense, always at Master’s discretion and consistent with vessel’s deck strength / characteristics. Owners will appoint class surveyor at Charterers’ expense, to attend during placement of cranes to ensure safe/ proper installation. All works during installation / dismantling and restoration operations to be performed to master’s / class surveyor’s satisfaction.

Cutting and/or welding of hatchcovers is not allowed. Any modification effected to Vessel’s deck and/or damage suffered during the above mentioned works is to be repaired and Vessel is to be restored to its original condition always to the satisfaction of the Master and class surveyor at the Charterers’ sole risk and expense.

Furthermore any material required by the Master and class surveyor for the installation of the mobile cranes and the restoration as above mentioned, shall be for Charterers’ account.

Clause 52

Owners option break t/c, at any time, with 60 days notice.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 53 - Boycott

Should the vessel be boycotted, picketed, blacklisted or similar incident at any port or place by shore and/or port labour and/or tugboats and/or pilots, and/or competent authority, by the terms and conditions on which members of the officers, crew were employed, or by reason of vessel’s flag and or ownership, any substantiated extra expenses directly incurred thereby are to be for Owners’ account and Charterers are entitled to put the Vessel off-hire for any time during which Vessel is unable to perform the services immediately required.

Clause 54 - I.T.F.

Owners guarantee that the vessel is, and will remain during the whole period of this Charter fully acceptable to the I.T.F. or equivalent fitted as far as conditions of crew, employment contracts, wages, etc. are concerned.

In the event that the vessel is delayed by reason of boycotts, strikes, labour stoppages or other actions by the I.T.F. against the vessel due to employment conditions, time so lost shall be considered as off-hire, and proven costs directly resulting therefrom are to remain for Owners’ account.

Clause 55 - Arrest

Should the vessel be arrested during the currency of the Charter Party at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest. The clause shall be inoperative should the arrest be caused through any act or omission of the Charterers.

Clause 56 - Lack of Crew Members

Any time lost by the vessel by reason of none or more required crew members not being on board when the vessel is ready to sail, or by reason of a strike, stoppage or refusal to work by any crew is to be for Owners’ account and expenses for keeping waiting or cancelling tugs, pilot or mooring boat are to be for Owners’ account

Clause 57 - Blacklisting

Owners warrant that at the commencement of this Charter Party, the vessel is not blacklisted by the United States of America and/or Canadian authorities and/or longshoremen associations nor by Scandinavian, Australian, South African and/or ARAB countries.

Clause 58 - Bills of Lading

In case original Bills of Lading are not available prior to Vessel’s arrival at discharging port Owners to allow discharge/delivery of the cargo against Charterers’ LO.I. in Owners’ P+I club standard wording issued on the Charterers’ letter head and stamped/signed by a designated official of the Charterers only, without bank counter signature.

The Charterers will fax the L.0.I. together with copy of the Bills of Lading which will be issued to Owners managers’ office in Greece (fax number 210-3441655) for their approval. Thereafter the Charterers will immediately send by courier mail the original L.0.1., faxing also the courier airway bill to Owners managers. This procedure to take place promptly enough prior to Vessel’s arrival at destination, being understood that the Owners will instruct the Master to release the cargo only after having found all in order and after having received Charterers’ fax with the courier airway bill.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Furthermore Charterers hereby undertake the obligation to mail the original accomplished bills of lading to Owners managers when same available but latest within two months after discharge in which case Owners/managers will courier back to Charterers the L.0.I.

Seawaybills permitted only for Japan discharge provided they are marked “subject to Hague-Visby rules”.

Clause 59 - Certificates

The Owners warrant that throughout the currency of this Charter Party, the vessel shall to be in possession of any necessary valid certificates enabling the vessel to perform the Charter Party and to comply with all applicable requirements, regulations and recommendations, including but not limited to:

- Tonnage and measurement certificates

- Classification and Trading certificates

- Certificates issued pursuant to the Civil Liability Convention 1969 (C.L.C.) which is applicable to OBOS and tankers

- Certificates issued pursuant to Section 311 (P) of the U.S. Federal Water Pollution Control Act, as amended (title 33 U.S. Code, Section 1321 (P)

- Certificates of Financial Responsibility to trade to U.S. waters or to the waters of any other country relevant under this Charter Party

- ISM certificates

- Brazilian Authorities’ DPC approval to be in order

- Certificates pertaining to the Crew

Any time lost or other consequence of any failure to comply with this warrant shall be for Owners’ account

Clause 60 - SUEZ Certificates:

As from first passage of SUEZ CANAL under this Charter, vessel will have onboard current valid Suez Canal Certificates, and will so comply with all applicable requirements, regulations and recommendations as to avoid any delay in transit of canal, failing which time expenses to be for Owners’ account.

Clause 61 - Vaccination Certificates

Owners shall be responsible for and arrange at their own expense that the Master, officers and crew of the vessel to be vaccinated and to be in possession of valid vaccination certificates on delivery of the vessel and throughout the period of this Charter Party. Any time lost and or additional expenses incurred due to failure to provide such certificates shall be for Owners’ account

Clause 62 - Quarantine

Normal quarantine time and expenses to enter port are to be for Charterers’ account. Any extra time or detention and expenses for quarantine due to pestilence and illness of the vessel’s Master, Officers and crew are to be for Owners’ account, but if quarantine detention is on account of the vessel having been sent by Charterers to any infected port, such detention time and expenses are to be for Charterers’ account

Clause 63 - Fumigation

Owners are to supply valid deratisation certificate on vessel’s delivery and if same does not cover whole period of this Charter Party, cost of fumigation (in case fumigation is needed) shall be for Owners’ account and time so required is not to count unless fumigation is required on account of cargo carried or ports visited while vessel is employed under this Charter Party in which case, cost and time are to be for Charterers’ account.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 64 - Compliance with U.S. Safety and Health Regulations

If the vessel calls at any U.S. port for the purpose of loading or discharging cargo, the vessel’s equipment shall comply with regulations established under U.S. Public Law 85-742 part 9 (Safety and Health Regulations for Longshoring) or any subsequent amendments.

If longshoremen are not permitted to work due to the failure of master and or Owners to comply with the aforementioned regulations, any delays to the vessel resulting shall be for Owners’ account

Clause 65 - Compliance with International Conventions

65.1 In the event of the vessel being prevented from performing, or being unable to perform the service immediately required hereunder, by reason of:

(A) Action on the part of relevant authorities resulting from non-compliance with any compulsory applicable enactment enforcing all or part of any of the following international conventions:

- International Conventions for the Safety of Life at Sea, either SOLAS 1960, or SOLAS 19 74, or SOLAS 1974 in conjunction with its 1978 protocol.

- International Convention Load Lines 1969

- International Convention for the Prevention of Pollution from Ships 1973, in conjunction with its 1978 protocol.

- ILO Merchant Shipping (minimum standards) Convention 1976 (nr. 147). International - Convention on Standards of Training, Certification and Watch Keeping for Seafarers 1978

(B) Labour stoppages or shortage, boycott, secondary boycott, manifestation of any kind in services essential to the operation of the vessel owing to its flag or registry or ownership or management or to the conditions of employment on board. Provided always that the event(A)and/or (B) is not directed against the Charterers or brought about any act, instruction or omission on the part of the Charterers, then any loss of time shall result in the vessel being off-hire and shall be dealt with in accordance with the off-hire clause.

65.2 It is understood that, if necessary, vessel will comply with any safety regulations and/or requirements in effect at ports of loading and/or discharging. A particular reference is the United States Department of Labour Safety and Health Regulations set forth in part III of the Federal Register.

65.3 Although other provisions of this Charter make it the responsibility of the Owners, it is agreed that should the vessel not meet safety rules and regulations Owners will make immediate corrective measures and any stevedore standby time upto next shift and other substantiated / directly incurred expenses involved, including off-hire, will be for Owners’ account

Clause 66 - Smuggling

Any delay, expenses and/ or time incurred on account of smuggling are to be for Charterers’ account if caused by Charterers and/or persons appointed by Charterers and are to be for Owners’ account, if caused by Owners, Officers and/ or Crew and/ or persons appointed by Owners.

Clause 67 - Sea Carrier Initiative Agreement

The Owners certify that they have entered into, and signed with the US customs, the S.C.I. A. (U.S. Sea Carrier Initiative Agreement) on an individual basis or through an association such as BI MCO, otherwise they warrant to take all necessary steps before delivery, and to hold Charterers harmless through the whole duration of the Charter Party, against any claim from US customs in respect of drugs which may be found on board.

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Clause 68 - CUBA Calls

Owners warrant that the vessel is in full compliance with U.S.A. regulations pertaining to port calls to/from CUBA, specifically in compliance with the ‘U.S. Cuban Democracy Act’ and can trade without restraint into U.S. ports

Clause 69 - Pratigue

Vessel shall prepare radio pratique, when instructed by Charterers and be in possession of necessary certificates including Japanese sanitary certificates. Charterers’ Agent(s) will assist, as trading pattern allows and properly direct Master regarding the Port Authority’s requirements well in advance, prior to vessel’s arrival at subject port, however, should any time and or expenses be incurred, same to be for Owners’ account.

Clause 70 - Plan / Draft survey

70.1 Prior to delivery, Owners are to supply General Arrangement plans, load scale and capacity plan to Charterers.

70.2 Owners warrant that the vessel will throughout the duration of the Charter Party have on board capacity plan, hydrostatic curves and tables of displacement, tank calibration and trimming correction tables all sounding tubes to be in good maintenance conditions and free from impediments and vessel to have ballast tanks either empty or pressed full and trim to be deducted to minimum and not to exceed trim table corrections. If vessel does not comply with above requirements she will be put off-hire until able to perform such survey. Master to keep written record of drainage moisture pumped out/in. If required, Master to forward to Charterers upon arrival at unloading port and before start of discharging a certificate indicating all ballast remains.

Clause 71 - Suspension in Case of War

In the event of war or warlike operations involving two or more of the following nations:

United States of America, E.C.C. Countries, Japan, Australia, Commonwealth Of Independent States and People’s Republic of China and/or the nation under the flag which vessel is performing under this Charter is registered, which seriously affects Charterers’ or Owners’ ability to perform their obligations under this Charter Party, both Charterers and Owners shall have the right to suspend this Charter Party with three (3) weeks written notice without liability to the other party. If the Charter Party is suspended, such suspension shall take place at port of destination after discharge of any cargo on board, subject to the provisions of attached Conwartime 2004 clause.

Clause 72 - Vessel’s Inspection

Charterers have the benefit of holding vessel’s inspection at any time at their expense on giving reasonable notice to Owners. Owners or Master is to give facility and assistance to carry out this inspection.

Clause 73 - Rejection of the Vessel

The Charterers shall have the option of rejecting the vessel and cancelling this Charter Party in following events:

(a) the vessel being off-hire as a result of technical reasons attributed to the Owners for a period in excess of 60 (sixty) consecutive days except for drydock in any period of 12 (twelve) months,

(b) Owners having failed to remedy/restore Vessels deficiencies which result in restriction to vessel’s immediate trading within 60 (sixty) days after Owners’ receipt of Charterers’ notice requiring to remedy/restore.

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Clause 74 - Off-Hire Bunker Consumption

Bunkers consumed during any period during which the vessel is off-hire for whatever cause, shall be calculated at the latest bunkering price actually paid by the Charterers.

Clause 75 - Vessel’s Gear

Vessel is to work day and night and to provide lights for night working, if required by Charterers. Any overtime charges for officers and crew are to be for Owners’ account. If the vessel’s gear for opening and closing hatches becomes inoperative, the vessel is to be off-hire. Such off-hire is to be calculated pro-rata to the number of inoperative hatches and is only to count if ship’s loading or discharging is actually delayed.

Clause 76 - Hatches

Crews are to open and close hatches before, during and alter stevedore work when and where required and when permitted by shore regulations.

Clause 77 - Fresh Water

Fresh water consumed under this Charter for the purpose of drinking, washing of Master, officers and crew on board is to be for Owners’ account. When trading limits the vessel’s ability to provide fresh water through it’s desalination plant, then extra expense for replenishment of fresh water for Charterers’ account.

Clause 78 - Sublet

Charterers may sublet vessel, but shall always remain responsible to Owners for due fulfilment of this Charter Party.

Clause 79 - Watchmen

Watchmen are to be for Owners’ account if so ordered/requested by Owners and/ or Master.

If security guards/gangway watchmen during ship’s stay in United States of America port as required by the Immigration Department or United States Coast Guard due to nationality(ies) of ship’s crew members then same to be for Owners’ account. Watchmen are to be for Charterers’ account if compulsory or ordered by Charterers / shippers / receivers / their agents.

Clause 80 - Owner’s Agents

Owners may appoint Charterers’ Agents to deal with Owners’ matters.

Charterers agree to have their Agents attend to minor matters of Owners without Agents charging extra agency fee. All expenses pertaining to Owners to be settled directly between Owners and Agents at cost.

Clause 81  - Additional Expenses

Charterers are to pay a lumpsum of USD 1,500.- (one thousand five hundred United States dollars) per month or pro rata to cover entertainment expenses and radio telegrams/ telephone charges for Charterers’ account disbursed by Owners.

Clause 8 2 - Laydays

Deleted

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Clause 83 - Excessive Days in Port

Where the Vessel remains at anchorage, in port or idle for an extended period more than 30 days in compliance with Charterers’ orders/instructions, and this causes fouling of the hull or underwater parts, Owners shall not be responsible for such fouling or any vessel underperformance caused by such fouling. The cost of cleaning and painting the hull or underwater parts, and the time spent doing so, shall be for Charterers’ account.

Clause 84 - BIMCO Double Banking Clause

(a) The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the Vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside at such safe dock, wharf, anchorage or other place for transhipment, loading or discharging of cargo and/ or bunkering.

(b) The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed shall give the Owners such advance notice as they reasonably can of the details of any such operations.

(c) Without prejudice to the generality of the Charterers’ right s under (a) and (b), it is expressly agreed that the Master shall have the right to refuse to allow the Vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do.

(d) The Owners shall be entitled to insure any deductible under the Vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the Vessel’s Underwriters and/ or the cost of insuring any deductible under the Vessel’s hull policy.

(e) The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The Vessel shall remain on hire for any time lost including periods for repairs as a result of such operation.

Clause 85 - GMT Time

For delivery, redelivery, ETA, ETS, ETC, time to be advised in local time. For calculation purposes, hire is to be computed in GMT time.

Clause 86 - Change of Flag

Owners shall have the right to change the vessel’s flag and/ or crew, subject to Charterers' prior consent which is not to be unreasonably withheld. Such change(s) are not, in any way, to hinder, prevent or detract from Charterers' rights and ability to use the vessel according to present Charter Party terms.

Clause 87 - Periodical Survey/Dry Dock

Charterers to position vessel in Far East zone for scheduled dry dock following Owners’ three (3) months notice. Vessel to be placed off-hire from the time she is withdrawn from Charterers’ service for dry dock until she is again in the same or equidistant position.

Clause 88 - Deviation / Put Back

In the event of loss of time either in port or at sea, deviation from the course of the voyage or putting back whilst on voyage, caused by sickness of or an accident to or misconduct by Master/ Officers/ crew, stowaway, refugee or any person on board vessel other than persons travelling by request of Charterers or by reason of the refusal of Master or Officer(s) or crew to perform their duties or an accident or breakdown to vessel or dry docking or periodical survey, the hire shall be suspended from the time of inefficiency in

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

port or at sea, deviation or putting back until vessel is again efficient in the same or equivalent position in respect to the port where Vessel is originally destined for and voyage resumed therefrom and bunkers consumed during such period of suspension shall be for Owners’ account.

Clause 89 - Cargo Claims

Cargo claims as between the Owners and the Charterers shall be settled in accordance with the Inter-Club New York Produce Exchange Agreement of February 1970 as amended September 1996 as attached.

Clause 90 - English Law

In this Charter Party English Law to apply.

Clause 91 - Protective Clauses

The New Both-to-Blame Collision Clause, New Jason Clause and General Clause Paramount or U.S.A. Clause Paramount or Canadian Clause paramount whichever applicable, P+I Bunkering clause and Voywar 2004 Clause, are deemed to be incorporated in all Bills of Lading issued under this Charter Party and all sub-Charter Parties. Conwartime 2004 as attached, is deemed to be incorporated in this Charter Party and to apply.

Clause 92 - Deleted

Clause 93

Basic war risk insurance to be for Owners’ account, however, in the event of any increase in war risk insurance premia (H+M/P+I ), including loss of hire and crew war risk bonus as well as blocking and trapping, due to the trade in which vessel is engaged, same to be for Charterers’ account until additional war risk premia no longer apply. The Charterers to place Owners in funds in lieu of such premia as provided by Owners insurance brokers prior vessel entering the war zone/place. In case vessel’s stay in the war zone/place prolonged and the amount already paid by the Charterers is not sufficient then Charterers to place Owners again in funds promptly for any further amounts required to cover vessel’s prolonged stay in the war zone/place.Owners will submit to Charterers the relevant debit notes immediately upon receipt of same from the insurance brokers and if there will be any difference plus or minus then same to be settled together with the next scheduled payment as per charter party. Such additional premium is not to exceed London underwriters’ scale. Owners will credit no claim bonus to Charterers .

Clause 94

The Owners guarantee that the construction of the vessel with fittings and other equipment shall comply with the requirements and/or recommendations of Australian Shore Labourers and Pilots.

Clause 95

Charterers have the right to instruct the Master to utilize the vessel’s maximum water ballast capacity and eventually to flood one or more holds in port, in order to bring down vessel’s height to get into position under loading and/or discharging appliances, however , the hold/holds to be utilized for ballasting should be only the designated ballast holds, always in conformity to free board and/or safety requirements.

Clause 96

Notwithstanding anything to the contrary in this Charter, Owners guarantee that throughout the currency of this Charter Owners will comply with all federal, state and/ or local government requirements (including

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but not limited to the obtaining of Certificate of Financial Responsibility under OPA 90) to enable vessel to lawfully trade to the United States of America and any countries permitted under this Charter.

Clause 97

Charterers to have the privilege of ordering the vessel to be laid up at any time during the period of this Charter Party. In such event, Time charter hire shall be paid in accordance with Clause 4, less all operating costs which Owners may be able to save by reason of the Vessel having been laid up, if any. A joint condition survey of the Vessel to be carried out in the beginning and at the end of a layup period. Also, Owners to have the right to arrange for an underwater inspection. Any and all expenses to be incurred including, but not limited to, cleaning and painting the hull or underwater parts, restoring the Vessel and her machinery / equipment for service, class and P+I fees and expenses to be for Charterers’ account. These provisions apply in any case and fully whether layup may terminate during the currency of or, at the end of this charter party.

Charterers to have the benefit of any return insurance premium if and when granted and paid to Owners from the underwriters by reason of the vessel being in port for a minimum of 30 (thirty) days.

Clause 98

Charterers guarantee that they are fully covered with a first class P+I club including cargo claims, F / D+D (Freight / Demurrage + Defence) and full Charterers liability and will remain so for the total duration of the present charter.

Clause 99

In case Vessel’s last voyage exceeds the maximum period and the market rate rises above the c/p rate in the meantime, it is hereby agreed that the charter hire will be adjusted to the prevailing market level from DLOSP of the last discharging port prior commencement of the last voyage until actual redelivery of the Vessel to the Owners, whether Vessel fixed for next employment or not, whether Vessel sold or not. Such adjusted rate to be calculated as follows:

- If Vessel redelivered east of Suez including Red Sea/Indian Ocean/Pacific Ocean then the average rate of route C10_03 for the whole applicable period as defined above to apply.

- If Vessel redelivered west of Suez including Mediterranean sea/ Black sea/Baltic sea / Atlantic ocean then the average rate of route C8_03 for the whole applicable period as defined above to apply. This clause is null and void in case of force majeure

Clause 100 - Hamburg Rules Charter Party Clause

Neither the Charterer s nor their agents shall permit the issue of any bill of Lading, waybill or other document evidencing a contract of carriage (whether or not signed on behalf of the Owner or on the Charterers’ behalf or on behalf of any sub-Charters) incorporating, where not compulsorily applicable, The Hamburg Rules or any legislation giving effect to the Hamburg Rules or any other legislation imposing liabilities in excess of Hague or Hague Visby Rules. Charterers shall indemnify the Owners against any liability, loss or damage which may result from any breach of the foregoing provisions of this clause.

Clause 101 - P & I Bunker Clause

“The vessel shall have the liberty as part of the contract voyage to proceed to any port or ports at which bunker oil is available for the purpose of bunkering at any stage of the voyage whatsoever and whether such ports are on or off the direct and/or customary route or routes between any of the ports of loading or discharge named in this Charter Party and may there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks and deep tanks and any other compartment in which oil can be carried, whether such amount is or is not required for the chartered voyage.”

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Clause 102 - Deviation Clause

The vessel has liberty to call at any port or ports in any order, for any purpose, to sail without pilots, to tow and/or assist vessels in all situations, and also to deviate for the purpose of saving life and/or property. Eventual costs and benefits to be equally shared by Charterers and Owners.

Clause 103 - Clause Paramount

This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, provisions of Water Carriage of Goods Act 1936 enacted by the Parliament of the Dominion of Canada, the Hague Rules, or the Hague-Visby Rules, as applicable, or such other similar national legislation as may mandatorily apply by virtue of origin or destination of the bills of lading, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said applicable If any term of this bill of lading be repugnant to said applicable Act to any extent, such term shall be void to that extent, but no further.

Clause 104 - General Clause Paramount

The International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on 25 August 1924 (“the Hague Rules”) as amended by the Protocol signed at Brussels on 23 February 1968 (“the Hague-Visby Rules”) and as enacted in the country of shipment shall apply to this Contract. When the Hague Visby Rules are not enacted in the country of shipment, the corresponding legislation of the country of destination shall apply, irrespective of whether such legislation may only regulate outbound shipments.

When there is no enactment of the Hague-Visby Rules in either the country of shipment or in the country of destination, the Hague Visby Rules shall apply to this Contract save where the Hague Rules as enacted in the country of shipment or if no such enactment is in place, the Hague Rules as enacted in the country of destination apply compulsorily to this Contract.

The Protocol signed at Brussels on 21 December 1979 (“The SDR Protocol 1979”) shall apply where the Hague Visby Rules apply, whether mandatorily or by this Contract. The Carrier shall in no case be responsible for loss of or damage to cargo arising prior to loading, after discharging, or while the cargo is in the charge of another carrier or with respect to deck cargo and live animals.

Clause 105 - Canadian Clause Paramount

This Bill of Lading, so far as it relates to the Carriage of Goods by Water, shall have effect, subject to the provisions of the Water Carriage of Goods Act 1936, enacted by the Parliament of the Dominion of Canada, which shall be deemed to be incorporated herein and nothing herein contained shall be deemed a surrender by the Carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this Bill of Lading be repugnant to said Act to any extent such terms shall be void to that extent but no further.

Clause 106 - U.S.A. Paramount Clause

This contract of Affreightment as well as its pertaining Bills of Lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved on April 16th, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this contract or its Bills of Lading be repugnant to said Act to any extent, such term shall be void to that extent but no further.

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Clause 107 - New Jason Clause

In the event of accident, danger, damage or disaster before or after commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequences of which, the carrier is not responsible, by statute, contract or otherwise, the goods, shippers, consignees, or Owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.

If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if such salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or Owners of the goods to the carrier before delivery.

Clause 108 - New Both to Blame Collision Clause

If the liability for any collision in which the vessel is involved while performing this Bill of Lading fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:

If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners insofar as such loss or liability represents loss of, or damage to, or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or carrier or her Owners as part of their claim against the carrying ship or carrier.

The foregoing provision shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.

Clause 109  - Drug And Alcohol Policy

Owners warrant that there is a policy on Drug and Alcohol Abuse (Policy) applicable to the vessel which meets or exceeds that standard in the International Marine Forum Guidelines for the control of Drugs and Alcohol on board the Ship. Under the Policy, alcohol impairment shall be defined as a blood alcohol content of 40mg/100ml or greater; the appropriate seafarers to be tested shall be the full Vessel’s complement and the drug/alcohol testing and screening shall include unannounced testing in addition to route medical examinations.

An objective of the Policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through a combined program of unannounced testing and routine medical examinations.

Owners further warrant that the Policy will remain in effect during the term of this Charter and that Owners shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment of any test finding of impairment shall not in and of itself mean the Owners have failed to exercise due diligence.

Owners undertake, unless they have already done it, to sign the US Customs “Sea Carrier Initiative Agreement” in consideration with the US Anti-Drug Abuse Act 1986.

Remark: In case of discrepancies between Printed Form and Rider Clauses, Rider Clauses will prevail.

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Clause 110 - War Risks Clauses for Time Charter, 2004 (Code Name: CONWARTIME 2004)

(a) For the purpose of this Clause, the words:

(i) “Owners” shall include the shipowners, bareboat charterers, disponent owners, managers or other operators who are charged with the management of the Vessel, and the Master; and

(ii) ‘War Risks” shall include any actual, threatened or reported:

war; act of war; civil war; hostilities; revolution; rebellion; civil commotion; warlike operations; laying of mines; acts of piracy; acts of terrorists; acts of hostility or malicious damage; blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever); by any person, body, terrorist or political group, or the Government of any state whatsoever, which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons onboard the Vessel.

(b) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Master and/or the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(c) The Vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/or confiscation.

(d) (i) The Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessel and their other interests (including, but not limited to, loss of earnings and detention, the crew and their protection and Indemnity Risks), and the premiums and/or calls therefore shall be for their account.

(ii) If the Underwriters of such insurance should require payment of premiums and/or callsbecause, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter andremain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of War Risks, then the actual premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then the actual bonus or additional wages paid shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(f) The Vessel shall have liberty:-

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, orinany other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or other Government  to  whose  laws the Owners are subject, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

(ii) to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement;

(iv) to discharge at any other port any cargo or part thereof which may render the Vessel liable to confiscation as a contraband carrier;

(v) to call at any other port to change the crew or any part thereof or other persons on board the Vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.

(g) If in accordance with their rights under the foregoing provisions of this Clause, the Owners shall refuse to proceed to the loading or discharging ports, or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.

(h) If in compliance with any of the provisions of sub-clauses (b) to (g) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

Clause 111 - BIMCO Bunker Fuel Sulphur Content Clause For Time Charter Parties 2005

(a) Without prejudice to anything else contained in this Charter Party, the Charterers shall supply fuels of such specifications and grades to permit the vessel, at all times, to comply with the maximum sulphur content requirements of any emission control zone when the vessel is ordered to trade within that zone.

The Charterers also warrant that any bunker suppliers, bunker craft operators and bunker surveyors used by the Charterers to supply such fuels shall comply with Regulations 14 and 18 of MARPOL Annex VI, including the Guidelines in respect of sampling and the provision of bunker delivery notes. The Charterers shall indemnify, defend and hold harmless the Owners in respect of any loss, liability, delay, fines, costs or expenses arising or resulting from the Charterers’ failure to comply with this Sub- clause (a).

(b) Provided always that the Charterers have fulfilled their obligations in respect of the supply of fuels in accordance with Sub-clause (a), the Owners warrant that:

(i) The vessel shall comply with Regulations 14 and 18 of MARPOL Annex VI and with the requirements of any emission control zone; and

(ii) The vessel shall be able to consume fuels of the required sulphur content when ordered by the Charterers to trade within any such zone.

Subject to having supplied the vessel with fuels in accordance with Sub-clause(a), the Charterers shall not otherwise be liable for any loss, delay, fines, costs or expenses arising or resulting from the vessel’s failure to comply with Regulations 14 and 18 of MARPOL Annex VI.

(c) For the purpose of this Clause, “emission control zone” shall mean zones as stipulated in MARPOL Annex VI and/or zones regulated by regional and/or national authorities such as but not limited to, the EU and the US Environmental Protection Agency.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 112 - BIMCO Standard ISM Clause for Voyage and Time Charter Parties

From the date of coming into force of the International Safety Management (I SM) Code in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.

Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.

Clause 113 - BIMCO ISPS / MTSA Clause for Time Charter Parties 2005

(a) (i) The Owners shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) relating to the Vessel and “the Company” (as defined by the ISPS Code). If trading to or from the United States or passing through United States waters, the Owners shall also comply with the requirements of the US Maritime Transportation Security Act 2002 (MTSA) relating to the Vessel and the “Owner” (as defined by the MTSA).

(ii) Upon request the Owners shall provide the Charterers with a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) and the full style contact details of the Company Security Officer (CSO).

(iii) Loss, damages, expense or delay (excluding consequential loss, damages, expense or delay) caused by failure on the part of the Owners or “the Company” / “Owner” to comply with the requirements of the ISPS Code/MTSA or this Clause shall be for the Owners’ account, except as otherwise provided in this Charter Party.

(b) (i) The Charterers shall provide the Owners and the Master with their full style contact details and, upon request, any other information the Owners require to comply with the ISPS Code/MTSA. Where sub-letting is permitted under the terms of this Charter Party, the Charterers shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners and the Master. Furthermore, the Charterers shall ensure that all sub-Charter Parties they enter into during the period of this Charter Party contain the following provision:

"The Charterers shall provide the Owners with their full style contact details and where sub-letting is permitted under the terms of the Charter Party shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.”

(ii) Loss, damages, expense or delay (excluding consequential loss, damages expense or delay) caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account, except as otherwise provided in this Charter Party.

(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code / MTSA including, but not limited to, security guards, launch services, vessel escorts, security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the negligence of the Owners, Master or crew. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.

(d) If either party makes any payment which is for the other party’s account according to this Clause, the other party shall indemnify the paying party.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 114 - U.S. Customs Advance Notification / AMS Clause for Voyage Charter Parties

(a) If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Owners shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i) Have in place a SCAC (Standard Carrier Alpha Code);

ii) Have in place an ICB (International Carrier Bond); and

iii) Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs.

The Charterers shall provide all necessary information to the Owners and/or their agent to enable the Owners to submit a timely and accurate cargo declaration. The Charterers shall assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of this sub-clause. Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(c) The Owners shall assume liability for and shall indemnify, defend and hold harmless the Charterers against any loss and/or damage whatsoever (including consequential loss and/ or damage) and any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Owners’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, all time used or lost shall not count as laytime or, if the Vessel is already on demurrage, time on demurrage.

(d) The assumption of the role of carrier by the Owners pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.

Clause 115 - BIMCO Bulk Carrier Safety Clause

(a) The Charterers shall instruct the Terminal Operators or their representatives to cooperate with the Master in completing the IMO SHIP/SHORE SAFETY CHECKLIST and shall arrange all cargo operations strictly in accordance with the guidelines set out therein.

(b) In addition to the above and notwithstanding any provision in this Charter Party in respect of loading/discharging rates, the Charterers shall instruct the Terminal Operators to load/ discharge the Vessel in accordance with the loading/ discharging plan, which shall be approved by the Master with due regard to the Vessel’s draught, trim, stability, stress or any other factor which may affect the safety of the Vessel.

(c) At any time during cargo operations the Master may, if he deems it necessary for reasons of safety of the Vessel, instruct the Terminal Operators or their representatives to slow down or stop the loading or discharging.

(d) Compliance with the provisions of this Clause shall not affect the counting of laytime.

Clause 116

The Owners to have the right to sell the vessel at any time during the period of this Charter Party having promptly informed the Charterers in this respect and to provide them with the name of the new owners, subject to Charterers approval which not to be unreasonably withheld.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 117

Deleted.

Clause 118

Negotiations and fixture are to be kept strictly private and confidential except in case of statutory requirements or those of Stock listed companies.

Clause 119 - BIMCO Piracy Clause for Time Charter Parties

(a) The Vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgment of the Master and/or the Owners, may be, or are likely to be, exposed to any actual, threatened or reported acts of piracy, whether such risk of piracy existed at the time of entering into this charter party or occurred thereafter. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, she shall be at liberty to leave it.

(b) If the Owners do not give their consent they shall immediately inform the Charterers and the Charterers shall be obliged to issue alternative voyage orders and any time lost due to compliance with such orders shall not be considered off-hire. The Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(c) If the Owners consent or if the Vessel proceeds to or through an area exposed to risk of piracy the Owners shall have the liberty:

(i) to take reasonable preventive measures to protect the vessel, her crew and cargo including but not limited to taking a reasonable alternative route, proceeding in convoy, using escorts, avoiding day or night navigation, adjusting speed or course, or engaging security personnel or equipment on or about the vessel,

(ii) to comply with the orders, directions or recommendations of any underwriters who have the authority to give the same under the terms of the insurance;

(iii) to comply with all orders, directions, recommendations or advice given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws the Owners are subject, or any other Government, body or group, including  military  authorities, whatsoever acting with the power to compel compliance with their orders or directions;

(iv) to comply with the terms of any resolution of the Security Council of the United Nations, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement; and the Charterers shall indemnify the Owners for any claims from holders of Bills of Lading or third parties caused by such orders.

(d) Costs

(i) If the Vessel proceeds to or through an area where due to risk of piracy additional costs will be incurred including but not limited to additional insurance, additional personnel and preventative measures to avoid piracy attacks, such costs shall be for the Charterers’ account. Any time lost waiting for convoys, following recommended routeing, timing, or reducing speed or taking measures to minimise risk, shall be for the Charterers’ account and the Vessel shall remain on hire;

(ii) If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said  terms, then the actual bonus  or additional wages paid shall be  reimbursed to the

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Owners by the Charterers at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first;

(iii) If the underwriters of the Owners’ insurances should require payment of additional premiums and/or calls because, pursuant to the Charterers’ orders, the Vessel is within, or is due to enter and remain within, or pass through any area or areas which are specified by such Underwriters as being subject to additional premiums because of piracy risks, then the actual additional premiums and/or calls paid shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due, or upon redelivery, whichever occurs first.

(e) If the Vessel is attacked or seized by pirates any time lost shall be for the account of the Charterers and the Vessel shall remain on hire. If the Vessel is seized the Owners shall keep the Charterers closely informed of the efforts made to have the Vessel released.

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party.

Clause 120 - Radioactivity Risk Clause for Time Charter Parties

(a) The Vessel shall not be obliged to proceed or required to continue to or through or remain at, any port, place, area or zone, or any waterway or canal ( hereinafter "Area”) which may expose the Vessel, her cargo, crew or other persons on board the Vessel to danger from levels of ionizing radiations from or contamination by radioactivity from any nuclear fuel, nuclear waste or from the combustion of nuclear fuel, or the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or component thereof (hereinafter “Radioactivity”) determined by a competent local, national or international authority (including but not limited to the International Atomic Energy Authority and the World Health Organization) to be harmful to human health.

(b) If in accordance with sub-clause(a) the Owners decide that the Vessel shall not proceed or continue to or through or remain in the Area they must immediately inform the Charterers. The Charterers shall be obliged to issue alternative voyage orders and shall indemnify the Owners for any claims from holders of the Bills of Lading caused by waiting for such orders and/or the performance of an alternative voyage. Any time lost as a result of waiting for or complying with such orders shall not be considered off-hire.

(c) The Vessel shall have liberty to comply with all orders, directions, recommendations or advice of competent authorities and/or the Flag State of the Vessel in respect of arrival, routes, ports of call, destinations, discharge of cargo, delivery, or in any other way whatsoever.

(d) The Charterers warrant that they shall not load cargoes and/ or empty containers and/or supply bunkers that have levels of Radioactivity in excess of normal background radiation levels for the Area. The Owners, at their discretion, may arrange for a radioactive survey by an independent qualified surveyor, at the Charterers’ cost, expense and time. If the level of Radioactivity in the cargoes, empty containers and/ or bunkers is determined by the surveyor to exceed normal background levels, the Owners shall have the right to refuse to load such cargoes, empty containers and/or bunkers.

(e) Any delays arising out of measures taken by port authorities to screen the Vessel for radiation either in the countries affected by Radioactivity or at subsequent ports of call shall be for the Charterers’ account. Any time lost as a result of complying with such screening shall not be considered off-hire.

(f) If in compliance with this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfillment of this Charter Party. In the event of a conflict between the provisions of this Clause and any implied or express provision of the Charter Party, this Clause shall prevail to the extent of such conflict, but no further.

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ADDITIONAL CLAUSES TO M/V "XANADU"CHARTER PARTY DATED 19^TH NOVEMBER 2018

Clause 121 - Loading Iron Ore in India

The Charterers are to provide certificate(s) of testing from a laboratory which must be approved in advance by the Owners and such certificate(s) of testing must state the TML (Transportable Moisture Limit) and FMP (Flow Moisture Point) and Moisture Content. Such certificate(s) are to be presented to the Owners and the Master prior to, and as a condition of, the commencement of loading.

Notwithstanding above, should the Owners so require, the Charterers are to allow the Owners or their representatives to take samples of cargoes prior to, and as a condition of, loading and the Owners shall be entitled to test such samples and/or appoint surveyors and/or experts to act on their behalf always at the Owners’ discretion, but only one of the following companies to be used:

Either, M/S ERICSON & RICHARDS (GOA) or M/S J.B. BODA PVT LTD (GOA).

The master shall have the right to refuse to accept cargo on board.

Such refusal shall not be a breach of charter, vessel shall remain on-hire, and the Charterers shall be responsible, at their sole time and expense for all steps required to provide a safe cargo to the satisfaction of the master.

The Charterers agree to pay and indemnify the Owners for all costs / fees, liabilities and all time taken in connection with the matters provided for in this clause shall be for the Charterers’ account. Cargo loaded in vessel’s holds after having been tested and accepted by Owners/Master cannot be rejected.

-END-

23

SIDE LETTER

TO

MV “XANADU”

CHARTER PARTY DATED 19TH NOVEMBER 2018

It is mutually agreed between Salacia MARINE INC., Marshall Islands as Owners and TMS DRY LTD., Marshall Islands as Charterers that notwithstanding anything else in this Charterparty:

- Israel trading is allowed provided no subsequent voyage to Arabian country.

- Sierra Leone: to be discussed/considered on a case by case basis.

- Indian Ocean /Gulf of Aden/Red Sea Passage: to be discussed/considered on a case by case basis against Charterers paying for all extra insurance, crew war bonus and for sufficient armed guards and safety/protection equipment.

THE OWNERS	THE CHARTERERS
/s/Dimitris Drelozis	/s/Tony Skoulaxenos
Dimitris Drelozis Salacia MARINE INC.	Tony Skoulaxenos TMS DRY LTD.

EX-4.78

Exhibit 4.78

Private & Confidential

Dated 27 November 2018

CORYSIA OWNING COMPANY LIMITED as Owner   and   EGERIA MARINE INC. as Charterer   and   KfW IPEX-BANK GmbH as Security Agent     (1)         (2)         (3)

TRIPARTITE DEED OF COVENANT

relating to

m.v. “Conquistador''

NORTON ROSE FULBRIGHT

Contents

Clause	Page
1Definitions	2
2Representations and warranties	7
3Mortgage and assignment	9
4Covenant to pay	11
5Charterer's assignment	11
6Continuing security and other matters	12
7Owner's undertakings	15
8Charterer's undertakings	18
9Covenants concerning insurance and operational matters	21
10Powers of Security Agent to protect security and remedy defaults	27
11Powers of Security Agent on Event of Default	27
12Application of moneys	29
13Remedies cumulative and other provisions	30
14Costs and indemnity	31
15Attorney	31
16Further assurance	32
17Sale of Ship	32
18Quiet enjoyment	33
19Security shortfall and purchase obligation	33
20Payments and Taxes	33
21Notices	34
22Counterparts	35
23Severability of provisions	35
24Law and jurisdiction	35
Schedule 1 Forms of Loss Payable Clauses	37
Schedule 2 Forms of Notices of Assignment of Insurances	39
Schedule 3 Form of Notice of Assignment of Owner's Earnings	41
Schedule 4 Form of Notice of Assignment of Charter Guarantee and Acknowledgement	42

THIS TRIPARTITE DEED OF COVENANT is dated 27 November 2018 and made BETWEEN:

(1) CORYSIA OWNING COMPANY LIMITED a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the “Owner”);

(2) EGERIA MARINE INC. a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the “Charterer”); and

(3) KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany acting for the purposes of this Deed through its office at Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany in its capacity as security agent and trustee for and on behalf of the Finance Parties (as defined below) (the “Security Agent”).

WHEREAS:

(A) The Owner is the sole, absolute and unencumbered (save under the Mortgage as defined below), legal and beneficial owner of all the shares in the Ship described in clause 1.2;

(B) by a facility agreement dated 30 September 2016 (the “Principal Agreement”) as amended and supplemented by a supplemental agreement dated 22 September 2017 (the “'Supplemental Agreement”) and as further amended and restated by a second supplemental agreement dated 9 October 2018 (the “Second Supplemental Agreement” and together with the Principal Agreement and the Supplemental Agreement, the “Loan Agreement”) and made between, inter alios, (1) the Owner and the other companies whose names are set out in schedule 1 of the Principal Agreement as joint and several borrowers (therein referred to as the “Borrowers”), (2) KfW IPEX-Bank GmbH as arranger (in such capacity the “Arranger”), as agent (in such capacity the “Agent”) and as Security Agent, (3) KfW IPEX-Bank GmbH as hedging provider (in such capacity the “Hedging Provider”), (4) the banks and financial institutions referred to therein as lenders (the “Lenders” and together with the Arranger, the Agent, the Security Agent and the Hedging Provider, the “Finance Parties”) and (5) Capeships Inc, Holdships Inc. and Melite Owning Company Limited as guarantors, the Lenders have made available to the Borrowers, upon the terms and conditions therein contained, a loan facility of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500);

(C) the Owner has executed in favour of the Security Agent a statutory Maltese mortgage dated 4 October 2016 (the “Mortgage”) in account current form constituting a first priority mortgage of all the shares in m.v. Conquistador, registered under the Maltese flag under the Port of Valletta under Official No. 9724635 (the “Ship”) and a deed of covenant collateral thereto (the “Deed of Covenant”);

(D) by a ''Barecon 2001” bareboat charter dated 19 November 2018 made between the Owner and the Charterer and as the same may be amended from time to time (the “Charter”), the Owner has agreed to let, and the Charterer has agreed to take, the Ship on demise charter for a certain period of months from the date of delivery of the Ship to the Charterer thereunder upon the terms and conditions therein mentioned;

(E) the Second Supplemental Agreement provided (inter alia) that as a condition precedent to the Lenders' approval of the Charter, the Owner and the Charterer should enter into a deed supplemental to the Mortgage substantially in the form of this Deed, to secure (inter alia) all sums of money from time to time owing to the Security Agent and/or the Finance Parties under the Loan Agreement; and

(F) this Deed is supplemental to the Loan Agreement and the Mortgage, the Deed of Covenant and to the security thereby created and is the Tripartite Agreement in respect of the Ship referred to in the Loan Agreement.

1

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED as follows:

1 Definitions

1.1 Defined expressions

Words and expressions defined in the Loan Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Deed.

1.2 Definitions

In this Deed. unless the context otherwise requires:

“Account Bank” includes its successors in title;

“Agent” includes its successors in title and its replacements;

“Approved Brokers” means such firm of insurance brokers, appointed by the Owner (including during the Charter Period) as may from time to time be approved in writing by the Security Agent for the purposes of this Deed;

“Charter” means the “Barecon 2001” bareboat charter dated 19 November 2018 made between the Owner and the Charterer as referred to in recital (D) above and as amended and/or supplemented and/or extended and/or renewed and/or novated from time to time;

“Charter Earnings” means all Earnings payable by the Charterer to the Owner under or pursuant to the Charter and/or any moneys payable to the Owner under or pursuant to any guarantee, security or other assurance given to the Owner at any time in respect of the Charterer's obligations under or pursuant to the Charter;

“Charter Guarantee” means the guarantee contained in the Charter and executed by the Charter Guarantor in favour of the Owner;

“Charter Guarantor” means Dryships Inc. of Trust Company Complex, Ajeltake Road. Ajeltake Island, Majuro, the Marshall Islands and includes its successors in title;

“Charter Period” means such part of the period of the Charter as falls within the Facility Period or, in the event of expiration or determination of the period of the Charter prior to the expiration of the Facility Period. the period down to the expiration or determination of the period of the Charter;

“Charter Rights” means all of the rights of the Owner under or pursuant to the Charter, the Charter Guarantee and any other guarantee, security or other assurance given to the Owner at any time in respect of the Charterer's obligations under or pursuant to the Charter including (without limitation) the right to receive the Charter Earnings;

“Charterer” means Egeria Marine Inc. of the Republic of the Marshall Islands and includes its successors in title;

“Charterer's Assigned Property” means all of the Charterer's rights, title and interest in and to:

(a) the Insurances; and

(b) any Requisition Compensation;

“Collateral Instruments” means notes, bills of exchange, certificates of deposit and other negotiable and non-negotiable instruments. guarantees, indemnities and other assurances against financial loss and any other documents or instruments which contain or evidence an obligation (with or without security) to pay, discharge or be responsible directly or indirectly for, any indebtedness or liabilities of the Borrowers or any of them or any other person liable and

2

includes any documents or instruments creating or evidencing a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest of any kind;

“Delivery” means the delivery of the Ship by the Owner, and the acceptance of the Ship by the Charterer, pursuant to the Charter;

“Delivery Date” means the date upon which Delivery occurs;

“Earnings” means all moneys whatsoever from time to time due or payable to any person during the Facility Period arising out of the use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to such person in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;

“Encumbrance” means any mortgage, charge (whether fixed or floating}, pledge, lien, hypothecation, assignment, trust arrangement or security interest or other encumbrance of any kind securing any obligation of any person or any type of preferential arrangement (including without limitation title transfer and/or retention arrangements having a similar effect);

“Event of Default” means any of the events or circumstances described in clause 30 of the Loan Agreement;

“Expenses” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Security Agent or any other Finance Party or any Receiver) of:

(a) all losses, liabilities, costs, charges. expenses, damages and outgoings of whatever nature (including, without limitation, Taxes, repair costs, registration fees and insurance premiums) suffered, incurred or paid by the Security Agent or any other Finance Party or any Receiver in connection with the exercise of the powers referred to in or granted by this Deed or otherwise payable by the Owner in accordance with clause 14; and

(b) interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same were suffered, incurred or paid by the Security Agent or any other Finance Party or any Receiver until the date of receipt or recovery thereof (whether before or after judgment) at a rate per annum calculated in accordance with clause 8.3 of the Loan Agreement (as conclusively certified by the Security Agent or any Receiver, as the case may be);

“Facility Period” means the period commencing on the date hereof and terminating upon discharge of the security created by the Finance Documents by payment of all moneys payable thereunder;

“Incapacity” means, in relation to a person, the death, bankruptcy, unsoundness of mind, insolvency, liquidation. dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of that person whatsoever (and, in the case of a partnership, includes the termination or change in the composition of the partnership);

“Insurances” means all policies and contracts of insurance (which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Facility Period in place or taken out or entered into by or for the benefit of, among others, the Owner and/or the Charterer (whether in the sole name of the Owner, or in the joint names of the Owner, the Charterer and the Security Agent and/or the Finance Parties or any of them or otherwise) in respect of the Ship and her Earnings or otherwise howsoever in connection with the Shiµ and all benefits thereof (including claims of whatsoever nature and return of premiums);

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“Loan” means the principal amount advanced by the Lenders to the Borrowers pursuant to the Loan Agreement or, as the context may require, the amount thereof at any time outstanding;

“Loan Agreement” means the facility agreement dated 30 September 2016, as amended. supplemented and restated as mentioned in detail in recital (B) and as the same may be further amended and/or supplemented and/or restated from time to time:

“Loss Payable Clauses” means the provisions regulating the manner of payment of sums receivable under the Insurances which are to be incorporated in the relevant insurance documents, such Loss Payable Clauses to be in the forms set out in Part A of schedule 1 during the Charter Period or in the forms set out in Part B of schedule 1 during any Non-Charter Period, or in such other forms as may from time to time be required or agreed in writing by the Security Agent;

“Major Casualty Amount” means One million Dollars ($1,000,000) (or the equivalent in any other currency);

“Manager” means TMS Dry Ltd., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or any other person approved in writing by the Majority Lenders, and includes its successors in title;

“Mortgage” means the statutory mortgage mentioned in recital (C);

“Mortgaged Property” means:

(a) the Ship;

(b) the Insurances;

(c) the Charter Earnings and all other Owner's Earnings;

(d) all other Charter Rights; and

(e) any Requisition Compensation;

“Non-Charter Period” means any part of the Facility Period not falling within the Charter Period;

“Notice of Assignment of Insurances” means a notice of assignment in the form set out in Part A of schedule 2 during the Charter Period or in the form set out in Part B of schedule 2 during any Non-Charter Period or in such other form as may from time to time be required or agreed in writing by the Security Agent;

“Outstanding Indebtedness” means the aggregate of the Loan and interest accrued and accruing thereon, the Hedging Exposure, the Expenses and all other sums of money from time to time owing by the Borrowers or any of them to the Security Agent and/or the Finance Parties or any of them, whether actually or contingently, under the Loan Agreement, the Hedging Master Agreement, the other Finance Documents or any of them;

“Owner” includes the successors in title of the Owner;

“Owner's Earnings” means the Charter Earnings and all other Earnings payable to the Owner;

“Owner's Operating Account” means an account of the Owner opened or (as the context may require) to be opened by the Owner with the Account Bank with account number NL97ABNA0248741055 and includes any other account designated in writing by the Security Agent to be an Owner's Operating Account for the purposes of this Deed and it is the “Earnings Account” of the Owner referred to in the Loan Agreement;

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“Port of Registry” means the port of Valetta in Malta or such other port of registry in the Malta approved in writing by the Security Agent on which the Ship is, or is to be, registered at the date of this Deed or at any relevant time hereafter;

“Receiver” means any receiver and/or manager appointed pursuant to clause 11.2;

“Requisition Compensation” means any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of the Ship;

“Security Agent” includes the successors in title and the replacements of the Security Agent;

“Security Documents” means the Loan Agreement, the Hedging Master Agreement, this Deed, the Deed of Covenant, the Mortgage and any other such document as is defined in the Loan Agreement as a Security Document or as may have been or may hereafter be executed to guarantee and/or secure all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrowers or any of them or any other Obligor pursuant to the Loan Agreement, the Hedging Master Agreement or any other Security Documents (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement);

“Ship” means the vessel Conquistador registered as a Maltese ship at the Port of Valetta under Official Number 9724635 under the laws and flag of Malta and includes any share or interest therein and her engines, machinery, boats, tackle, outfit, equipment, spare gear, fuel, consumable or other stores, belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and also any and all additions, improvements and replacements hereafter made in or to such vessel or any part thereof or in or to her equipment and appurtenances aforesaid; and

“Total Loss” means:

(a) the actual, constructive, compromised or arranged total loss of the Ship; or

(b) requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c) hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention, unless the Ship be released and restored (during any Non-Charter Period) to the Owner or (during the Charter Period) the Charterer (as the case may be) from such hijacking, theft, condemnation. capture, seizure, arrest, detention or confiscation within thirty (30) days after the occurrence thereof.

1.3 Insurance terms

In clause 9.1.1:

1.3.1 excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value;

1,3.2 excess war risk P&I cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks;

1.3.3 hull cover means insurance cover against the risks identified in clause 9.1.1(a).

1.3.4 P&I risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection

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and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

1.4 Construction of Mortgage terms

In the Mortgage:

1.4.1 references to “interest” shall be construed as references to interest covenanted to be paid in accordance with clause 4.1.2 and any interest specified in paragraph (b) of the definition of “Expenses” in clause 1.2;

1.4.2 references to “principal” shall be construed as references to all moneys (other than interest) for the time being comprised in the Outstanding Indebtedness;

1.4.3 the term “Account Current” means an account or accounts maintained by the Security Agent, in accordance with its usual practice, evidencing the amounts from time to time lent by, owing to and paid to it under the Finance Documents. Such account or accounts shall, in the absence of manifest error, be conclusive as to the amount from time to time owing by the Owner to the Security Agent and/or the Finance Parties under the Finance Documents and any certificate from the Security Agent as to the amount owing by the Owner under the Finance Documents shall be conclusive in the absence of manifest error, and the sum specified in any such certificate shall be the certain and liquidated sum owing by the Owner to the Security Agent; and

1.4.4 the expression “all sums for the time being owing and from time to time owing to the Mortgagee” means the whole of the Outstanding Indebtedness.

1.5 Headings

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Deed.

1.6 Construction of certain terms

In this Deed, unless the context otherwise requires:

1.6.1 references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Deed and references to this Deed include its schedules;

1.6.2 references to (or to any specified provision of) this Deed or any other document shall be construed as references to this Deed, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties:

1.6.3 words importing the plural shall include the singular and vice versa;

1.6.4 references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any government entity;

1.6.5 references to a “guarantee” shall include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and “guaranteed” shall be construed accordingly; and

1.6.6 references to statutory provisions shall be construed as references to those provisions as replaced or amended or re-enacted from time to time.

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1.7 Conflict with Loan Agreement

As between the Owner and the Security Agent, this Deed shall be read together with the Loan Agreement but in case of any conflict between the two instruments. the provisions of the Loan Agreement shall prevail.

1.8 Conflict with Charter

If and to the extent that any of the covenants and undertakings given by the Charterer in this Deed may conflict with any of the provisions of the Charter, such covenants and undertakings shall (as between the Security Agent on the one hand and the Owner and the Charterer on the other hand but not otherwise) prevail over such provisions.

2 Representations and warranties

2.1 Continuing representations and warranties

The Charterer represents and warrants to the Security Agent that:

2.1.1 Due incorporation

each of the Charterer and the Charter Guarantor is duly incorporated and validly existing in good standing under the laws of the Republic of the Marshall Islands as a corporation and each has power to carry on its business as it is now being conducted and to own its property and other assets;

2.1.2 Corporate power

each of the Charterer and the Charter Guarantor has power to execute, deliver and perform its obligations under the Charter and the Charter Guarantee and such of the Finance Documents to which it is, or is to be, a party and has power to execute and deliver and perform its obligations under the Charter and the Charter Guarantee and the Finance Documents to which it is, or is to be, a party, and all necessary corporate, shareholder (if applicable) and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Charterer and the Charter Guarantor to borrow or give guarantees or security will be exceeded as a result of the execution, delivery and performance of the Charterer's obligations under this Deed;

2.1.3 Binding obligations

the Charter, the Charter Guarantee and the Finance Documents to which each of the Charterer and the Charter Guarantor is, or is to be, a party constitute or will, when executed, constitute its valid and legally binding obligations enforceable in accordance with their respective terms;

2.1.4 No conflict with other obligations

the execution and delivery of. the performance of its obligations under. and compliance by each of the Charterer and the Charter Guarantor with, the provisions of the Charter. the Charter Guarantee and this Deed will not (i) contravene any existing applicable law, statute, rule or regulation or any Judgment decree or permit to which it is subject, (ii) contravene or conflict with any provision of its articles of incorporation, by-laws or other constitutional documents;

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2.1.5 No filings required

it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Charter, the Charter Guarantee or this Deed that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court. public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to the Charter, the Charter Guarantee or this Deed and the Charter, the Charter Guarantee and each of the Charter, the Charter Guarantee and this Deed is in proper form for its enforcement in the courts of each Relevant Jurisdiction;

2.1.6 Choice of law

the choice of English law to govern the Charter, the Charter Guarantee and this Deed and the submission by the Charterer to the non-exclusive jurisdiction of the English courts are valid and binding;

2.1.7 No immunity

neither it nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement);

2.1.8 Consents obtained

every consent, authorisation, licence or approval of. or registration with or declaration to, governmental or public bodies or authorities or courts required by the Charterer or the Charter Guarantor to authorise, or required by it in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of any of the Charter, the Charter Guarantee and this Deed or the performance by it of its obligations under the Charter, the Charter Guarantee and this Deed has been obtained or made and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same.

2.2 Initial representations and warranties

The Charterer represents and warrants to the Security Agent that:

2.2.1 No withholding Taxes

no Taxes are imposed by withholding or otherwise on any payment to be made by the Charterer or the Charter Guarantor under the Charter, the Charter Guarantee or this Deed or are imposed on or by virtue of its execution or delivery of the Charter, the Charter Guarantee or this Deed or any other document or instrument to be executed or delivered under the Charter, the Charter Guarantee or this Deed;

2.2.2 Ship's employment

(save for the Charter) the Ship is not and will not on the Delivery Date be subject to any charter or contract or to any agreement to enter into any charter or contract entered into by the Charterer which, if entered into by it after the date of this Deed, would have required the consent of the Security Agent or the Finance Parties;

2.2.3 Freedom from Encumbrances

the Charterer is the sole, legal and beneficial owner of the whole of the Charterer's Assigned Property and neither the Charterer's Assigned Property nor any part thereof are or will be on the Delivery Date subject to any Encumbrance created by it or arising due to its act or omission or its use or operation of the Ship and it has not (save as disclosed in writing to the Security Agent) received notice of any Encumbrance (other than pursuant to the Finance Documents) in respect thereof created by any other person;

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2.2.4 Commissions etc.

there are no commissions, rebates, premiums or other payments in connection with the Charter other than as disclosed to the Security Agent in writing prior to the date hereof;

2.2.5 Compliance with Environmental Laws

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent:

(a) the Charterer has complied with the provisions of all Environmental Laws; and

(b) the Charterer has not received notice of any Environmental Claim that the Charterer is not in compliance with any Environmental Law;

2.2.6 No Environmental Claims

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent, there is no Environmental Claim pending or, to the best of its knowledge and belief (having made due enquiry), threatened against the Charterer or the Ship or any other ship owned, managed or crewed by, or chartered to, the Charterer;

2.2.7 No potential Environmental Claims

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent, there has been no emission or Spill of a Pollutant from or involving the Ship or any other ship owned by, managed or crewed by, or chartered to, the Charterer nor, to the best of its knowledge and belief (having made clue enquiry), from any other ship owned by, managed or crewed by, or chartered to, the Charterer which could give rise to an Environmental Claim;

2.2.8 Copies true and complete

the copies of each of the Charter delivered or to be delivered to the Security Agent pursuant to clause 5.1 of the Second Supplemental Agreement are, or will when delivered be, true and complete copies of such documents, each of such documents will when delivered constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there will have been no amendments or variations thereof or default thereunder.

2.3 Repetition of representations and warranties

On and as of each day of the Facility Period, the Charterer shall be deemed to repeat the representations and warranties in clause 2.1 as if made with reference to the facts and circumstances existing on such day.

3 Mortgage and assignment

3.1 Mortgage and assignment

By way of security for payment of the Outstanding Indebtedness the Owner with full title guarantee hereby mortgages and charges to and in favour of the Security Agent all its rights, title and interest present and future in and to the Mortgaged Property and, without prejudice to the generality of the foregoing, hereby assigns and agrees to assign to the Security Agent absolutely all its rights, title and interest in and to the Charter Earnings and any other Owner's Earnings, any other Charter Rights, the Insurances and any Requisition Compensation, and all its benefits and interests present and future therein. Provided however that:

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3.1.1 Owner's Earnings

the Owner's Earnings shall be payable to the Owner's Operating Account until such time as a Default shall occur and the Security Agent shall direct to the contrary whereupon the Owner shall forthwith, and the Security Agent may at any time thereafter, instruct the persons from whom the Owner's Earnings are then payable to pay the same to the Security Agent or as it may direct and any Owner's Earnings then in the hands of the Owner's brokers or other agents shall be deemed to have been received by them for the use and on behalf of the Security Agent and the Finance Parties;

3.1.2 Insurances

unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Security Agent and applied in accordance with clause 12.1 or clause 12.4 (as the case may be)):

(a) any moneys payable under the Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;

(b) any insurance moneys received by the Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 12.1 or clause 12.4 (as the case may be)), be paid over to the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) upon the Owner or the Charterer (as the case may be) furnishing evidence satisfactory to the Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner or the Charterer (as the case may be), provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Security Agent, make payment on account of repairs in the course of being effected; and

(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 3 as shall apply to Owner's Earnings and the Security Agent will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Security Agent shall have become entitled under clause 3.1.1 to direct that the Owner's Earnings be paid to the Security Agent.

3.2 Notice

The Owner hereby covenants and undertakes with the Security Agent that it will from time to time upon the written request of the Security Agent give written notice of the assignment contained in clause 3.1 to any person (other than the Charterer) from whom any Owner's Earnings are due in the form set out in schedule 3 and will procure that within fourteen (14) days after the giving of such notice such person delivers to the Security Agent a copy thereof with the acknowledgement thereof in the form set out in such schedule duly executed by such person.

3.3 Use of Owner's name

The Owner covenants and undertakes with the Security Agent to do or permit to be done each and every act or thing which the Security Agent may from time to time require to be done for the purpose of enforcing U1e Security Agent's rights under this Deed and to allow its name to be used as and when required by the Security Agent for that purpose.

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3.4 Reassignment

Upon payment and discharge in full to the satisfaction of the Security Agent of the Outstanding Indebtedness, the Security Agent shall, at the request and cost of the Owner, re-assign the Charter Earnings and the other Owner's Earnings, the other Charter Rights, the Insurances and any Requisition Compensation to the Owner or as it may direct.

3.5 Liability of Owner

The Owner shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Owner to perform its obligations in respect thereof.

3.6 Acknowledgement by Charterer

By its execution of this Deed, the Charterer has received written notice of, and consents to, the assignment to the Security Agent of the Charter Earnings and the other Charter Rights.

3.7 Notice of assignment of Charter Guarantee and acknowledgement

The Owner covenants and undertakes with the Security Agent that it will forthwith, following the execution of this Deed, give written notice of assignment contained in clause 5.1 to the Charter Guarantor in the form set out in schedule 4 and each of the Owner and the Charterer undertake with the Security Agent that they will procure forthwith that the Charter Guarantor delivers to the Security Agent a copy thereof with the form of acknowledgement set out in such schedule duly executed by the Charter Guarantor

4 Covenant to pay

4.1 In consideration of (i) the agreement of the Lenders continuing loans or advances to or otherwise giving credit or granting banking facilities or accommodation or granting time to the Borrowers pursuant to the Loan Agreement and subject to the terms of the Loan Agreement, (ii) the agreement of the Hedging Provider to continue to be a party to the Hedging Master Agreement and (iii) the advance by the Lenders to the Borrowers of the total principal sum of Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) (receipt of which sum the Owner hereby acknowledges) in accordance with the provisions of the Loan Agreement, the Owner hereby covenants with the Security Agent:

4.1.1 to repay the Loan by the instalments and on the dates referred to and otherwise in the manner and upon the terms set out in the Loan Agreement;

4.1.2 to pay interest on the Loan, and on any overdue interest or other moneys payable under the Loan Agreement, at the rate or rates from time to time applicable thereto in the manner and upon the terms set out in the Loan Agreement;

4.1.3 to pay all moneys payable under the Hedging Master Agreement at the times and in the manner therein specified; and

4.1.4 to pay all other moneys payable by the Owner under the Finance Documents or any of them at the times and in the manner therein specified.

5 Charterer's assignment

5.1 Charterer's assignment

By way of security for the Outstanding Indebtedness, the Charterer with full title guarantee hereby assigns and agrees to assign to the Security Agent absolutely all its rights, title and interest in and to the Charterer's Assigned Property and all its benefits and interests present and future therein. Provided however that:

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5.1.1 Insurance

unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Security Agent and applied in accordance with clause 121 or clause 12.4 (as thecase may be)):

(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses; and

(b) any insurance moneys received by the Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 12.1 or clause 12.4 (as the case may be)), be paid over to the Charterer (during the Charter Period) upon the Charterer furnishing evidence satisfactory to the Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Charterer, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Security Agent, make payment on account of repairs in the course of being effected.

5.2 Use of Charterer's name

The Charterer covenants and undertakes with the Security Agent to do or permit to be done each and every act or thing which the Security Agent may from time to time require to be done for the purpose of enforcing the Security Agent's rights under this Deed and to allow its name to be used as and when required by the Security Agent for that purpose.

5.3 Reassignment

Upon payment and discharge in full to the satisfaction of the Security Agent of the Outstanding Indebtedness, the Security Agent shall, at the request and cost of the Charterer. re-assign the Charterer's Assigned Property to the Charterer or as it may direct

5.4 Liability of Charterer

The Charterer shall remain liable to perform all the obligations assumed by it in relation to the Charterer's Assigned Property and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Charterer to perform its obligations in respect thereof.

6 Continuing security and other matters

6.1 Continuing security

The security created by the Mortgage and this Deed and the obligations and liabilities of the Charterer shall:

6.1.1 be held by the Security Agent as a continuing security for the payment of the Outstanding Indebtedness, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Finance Documents, express or implied, and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Security Agent and/or any of the Finance Parties in respect of the Outstanding Indebtedness or any part thereof and the Security Agent and/or any of the Finance Parties) and shall remain in full

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force and effect until the Outstanding Indebtedness has been discharged in full (which expression shall not embrace payment or a dividend in liquidation or bankruptcy of less than one hundred per cent (100%));

6.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Security Agent without prior recourse to, the security created by any other of the Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Security Agent or any Finance Party or any right or remedy of the Security Agent or any Finance Party thereunder;

6.1.3 not be in any way prejudiced or affected by the existence of any of the other Finance Documents or any such Collateral Instrument, rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Security Agent or any Finance Party dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any other person liable; and

6.1.4 not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Owner, the Security Agent or any other person or by any legal limitation. disability, incapacity or other circumstances relating to the Owner or any other person, whether or not known to the Security Agent or any other Finance Party, by any invalidity in or irregularity or unenforceability of the obligations of the Owner or any other person under the Loan Agreement or any of the other Finance Documents or otherwise and so that in the event that any obligation or purported obligation of the Owner or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Charterer will keep the Security Agent fully indemnified against any loss suffered by the Security Agent or any other Finance Party as a result of any failure by the Owner or such other party to perform any such obligation or purported obligation.

6.2 Rights additional

All the rights, remedies and powers vested in the Security Agent hereunder shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Security Agent or any other Finance Party under the Loan Agreement, the Hedging Master Agreement, this Deed, the other Finance Documents or any such Collateral Instrument or at law and that all the powers so vested in the Security Agent may be exercised from time to time and as often as the Security Agent may deem expedient.

6.3 No enquiry

Neither the Security Agent nor any Receiver shall be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under the Mortgage and/or this Deed or to make any claim, or take any action to collect any moneys hereby assigned or to enforce any rights or benefits hereby assigned to the Security Agent or to which the Security Agent may at any time be entitled under the Mortgage and/or this Deed.

6.4 Obligations of Owner, Charterer and Security Agent

The Owner and the Charterer shall each remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Charterer's Assigned Property respectively and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Owner or the Charterer to perform its obligations in respect thereof.

6.5 Liability unconditional

The rights, remedies and powers vested in the Security Agent under this Deed shall not be affected nor shall this Deed be discharged or reduced by reason of:

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6.5.1 the Incapacity or any change in the name, style or constitution of the Owner or any other person liable;

6.5.2 the Security Agent or any other Finance Party granting any time, indulgence or concession to or compounding with, discharging, releasing or varying the liability of theOwner or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting or varying any compromise, arrangement or settlement or omitting to claim or enforce payment from the Owr1er or any other person liable; or

6.5.3 any act or omission which would not have discharged or affected the liability of the Charterer or the security constituted by the Charterer under this Deed had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate the Charterer or such security.

6.6 Waiver of Charterer's rights

Until the Outstanding Indebtedness has been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) and notwithstanding that the security created by this Deed and the other Finance Documents may have been released, the Charterer agrees that, without the prior written consent of the Security Agent, it will not:

6.6.1 exercise its rights of subrogation, reimbursement and indemnity against the Owner or any other person liable;

6.6.2 demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the Charterer from the Owner or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same;

6.6.3 take any step to enforce any right against the Owner or any other person liable in respect of any Outstanding Indebtedness; or

6.6.4 claim any set-off or counterclaim against the Owner or any other person liable or claim or prove in competition with the Security Agent or any other Finance Party in the liquidation of the Owner or any other person liable or have the benefit of, or share in, any payment from or composition with, the Owner or any other person liable or any other Collateral Instrument now or hereafter held by the Security Agent or any other Finance Party for the Outstanding Indebtedness or for the obligations or liabilities of any other person liable but so that, if so directed by the Security Agent, it will prove for the whole or any part of its claim in the liquidation of the Owner on terms that the benefit of such proof and of all money received by it in respect thereof shall be paid to the Security Agent for application in or towards discharge of the Outstanding Indebtedness in such manner as the Security Agent shall deem appropriate.

6.7 Suspense account

Any money received in connection with this Deed (whether before or after any Incapacity of the Owner or the Charterer) which would (but for this Deed) have been payable to the Charterer may, if an Event of Default has happened, be placed to the credit of a suspense account with a view to preserving the rights of the Security Agent and the other Finance Parties to prove for the whole of its claims against the Owner or any other person liable or may be applied in or towards satisfaction of the Outstanding Indebtedness.

6.8 Settlements conditional

Any release, discharge or settlement between the Charterer and the Security Agent shall be conditional upon no security, disposition or payment to the Security Agent by the Owner or any other person liable being void, set aside or ordered to be refunded pursuant to any enactment or law relating to bankruptcy, liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Security Agent shall be entitled to

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enforce this Deed subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made

6.9 Delivery of certain property

If, contrary to the provisions of this Deed, the Charterer takes or receives the benefit of any security or receives or recovers any money or other property, such security. money or other property shall be held on trust for the Security Agent and shall be delivered to the Security Agent on demand.

6.10 Certificates conclusive

Any certificate submitted by the Security Agent to the Charterer as to the amount or any part thereof hereby secured shall, in the absence of manifest error, be conclusive and binding on the Charterer.

6.11 Collateral Instruments

The Security Agent shall not be obliged to make any claim or demand on the Owner or to resort to any Collateral Instrument or other means of payment now or hereafter held by or available to it before enforcing this Deed and no action taken or omitted by the Security Agent in connection with any such Collateral Instrument or other means of payment shall discharge, reduce, prejudice or affect the liability of the Charterer under or the security created by the Charterer under this Deed nor shall the Security Agent be obliged to apply any money or other property received or recovered in consequence of any enforcement or realisation of any such Collateral Instrument or other means of payment in reduction of the Outstanding Indebtedness.

7 Owner's undertakings

7.1 The Owner hereby covenants with the Security Agent and undertakes that throughout the Facility Period:

7.1.1 Negative undertakings

it will not, without the previous written consent of the Majority Lenders.

(a) Variations

materially vary the Charter or the Charter Guarantee (and, for the avoidance of doubt, any assignment, transfer or novation of a Charter or a Charter Guarantee, whether from the Owner or the Charterer, without approval shall constitute a material variation), and the Owner shall not grant any consent to the Charterer in respect of any such variation;

(b) Releases and waivers

release the Charterer or the Charter Guarantor from any of the Charterer's or the Charter Guarantor's obligations under the Charter or the Charter Guarantee or waive any breach of the Charterer's or the Charter Guarantors obligations thereunder (including by way of novation, assignment or transfer) or consent to any such act or omission of the Charterer or the Charter Guarantor as would otherwise constitute such breach;

(c) Termination

terminate or rescind the Charter or withdraw the Ship from service under the Charter or take any similar action for any reason whatsoever provided always that any determination of the Charter by the Owner after such consent is given shall (as the Charterer hereby acknowledges) be without responsibility on the part of the Security Agent or the Finance Parties who shall be under no liability whatsoever in the event that such determination is thereafter adjudged to constitute a repudiation of the Charter by

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the Owner; this provision shall not apply, arid any violation shall be considered as remedied, if, following such termination or rescission or withdrawal, the relevant Event of Default is remedied pursuant to paragraphs (a), (b) or (c) of clause 30.23.3 of the Loan Agreement;

(d) Lien on sub-freights

(save as contemplated by this Deed) claim or exercise any lien upon sub-freights which might otherwise be available to it under the Charter or the Charter Guarantee; or

(e) Consents

grant any consent which may be required from the Owner pursuant to the Charter or the Charter Guarantee;

7.1.2 Performance of Charter obligations

it will perform its obligations under the Charter and the Charter Guarantee and use its best endeavours to procure that the Charterer and the Charter Guarantor shall perform its obligations under the Charter and the Charter Guarantee;

7.1.3 Information

it will supply to the Security Agent all information, accounts and recourse that it may be necessary or of assistance to enable the Security Agent to verify the amount of all payments of charter hire and any other amount payable under the Charter or the Charter Guarantee;

7.1.4 Ship's name and registration

(a) it will not change the name of the Ship without the prior written consent of the Security Agent;

(b) it will keep the Ship permanently registered with the relevant Registry under the laws of its Flag State;

(c) it will not do or suffer to be done anything, or omit to do anything the doing or omission of which could or might result in such registration being forfeited or imperilled or which could or might result in the Ship being required to be registered under the laws of another state of registry;

(d) it will not register the Ship or permit its re 11stration under any other flag or at any other port without the prior written consent of the Security Agent;

(e) if the said registration of the Ship is for a limited period, it will renew the registration of the Ship at least twenty five (25) days prior to the expiry of such registration and to provide evidence of such renewal to the Security Agent at least twenty (20) days prior to such expiry;

7.1.5 Notification of certain events

it will notify the Security Agent forthwith by facsimile confirmed by letter of

(a) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount;

(b) any occurrence which may result in the Ship becoming a Total Loss;

(c) any requisition of the Ship for hire:

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(d) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident,

(e) any withdrawal or threat to withdraw any applicable operating certificate;

(f) the issue of any operating certificate required under any applicable code;

(g) the receipt of notification that any application tor such a certificate has been refused;

(h) any requirement or recommendation made in relation to the Ship by any insurer or the Ship's Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(i) any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances;

7.1.6 Encumbrances

it will not without the prior written consent of the Security Agent (and then only subject to such conditions as the Security Agent may impose) create or purport or agree to create or permit to arise or subsist any Encumbrance (other than Permitted Maritime Liens) over or in respect of the Ship, any share or interest therein or in any other part of the Mortgaged Property otherwise than to or in favour of the Security Agent;

7.1.7 Sale or other disposal

it will not without the prior written consent of the Security Agent (acting on the instructions of all the Lenders) sell, agree to sell, transfer, abandon or otherwise dispose of the Ship or any share or interest in it if the net proceeds of sale would be insufficient to discharge the prepayment obligations of the Owner in respect of such sale under Clause 7.6 (Sale or Total Loss) of the Loan Agreement. Where no approval is required under this clause, the Owner shall provide advance notice to the Security Agent of any such proposed sale and such sale shall be subject to the provisions of the same Clause 7.6 (Sale or Total Loss) of the Loan Agreement.

7.1.8 Chartering

except pursuant to the Charter, it will not without the prior written consent of the Majority Lenders and, if such consent is given, only subject to such conditions as the Security Agent may impose, let the Ship:

(a) on a bareboat or demise charter or passes possession and operational control of the Ship to another person;

(b) by any time or voyage charter for a term which is capable of lasting more than twelve (12) months;

(c) on terms as to payment or amount of hire which are materially less beneficial to it than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as the Ship under charter commitments of a similar type and period; or

(d) to another Group Member.

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7.1.9 Sharing of Owner's Earnings

it will not without the prior written consent of the Majority Lenders enter into any agreement or arrangement whereby the Owner's Earnings may be shared with any other person;

7.1.10 Payment of Owner's Earnings

it will procure that the Owner's Earnings are paid to the Security Agent at all times if and when the same shall be or shall have become so payable in accordance with the Finance Documents after the Security Agent shall have directed pursuant to clause 3.1 1 that the same shall be no longer receivable by the Owner and that any Owner's Earnings which are so payable and which are in the hands of the Owner's brokers or agents are duly accounted for and paid over to the Security Agent forthwith on demand;

7.1.11 Owner's manager

it will not without the prior written consent of the Security Agent appoint a manager of the Ship other than the TMS, unless that manager and the terms of its appointment are approved (which approval of such Manager shall not be required if such Manager has the same ultimate beneficial owners as TMS has on the date of this Deed) and it and the Owner have delivered a duly executed Manager's Undertaking to the Security Agent The Owner shall not agree to any change to the terms of appointment of a manager which have been approved unless such change is approved by the Majority Lenders or terminate or amend the terms of the Management Agreement in request of the Ship;

7.1.12 Conveyance on default

where the Ship is (or is to be) sold in exercise of any power contained in this Deed or otherwise conferred by the Finance Documents, it will immediately execute, forthwith upon request by the Security Agent, such form of transfer of title to the Ship as the Security Agent may require: and

7.1.13 Compliance with Environmental Laws

it and every person who owns, operates or manages the Ship, will comply with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws).

8 Charterer's undertakings

8.1 The Charterer hereby covenants with the Security Agent and undertakes that throughout the Charter Period:

8.1.1 Enforcement by Security Agent

it will permit the Security Agent to enforce all other rights and benefits whatsoever accrued or accruing to the Owner under the Charter and the Charter Guarantee. subject to clause 18 (Quiet enjoyment), and for this purpose to take over or institute proceedings in respect thereof;

8.1.2 Negative undertakings relating to Charter

it will not without the prior written consent of the Security Agent:

(a) Assignments

assign or otherwise dispose of the Charterer's rights and obligations under the Charter:

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(b) Variations

agree to any material variation of the Charter;

(c) Termination

terminate the Charter (anything contained in the Charter notwithstanding) for any reason whatsoever provided always that any termination of the Charter by the Charterer after such consent is given shall (as the Charterer hereby acknowledges) be without responsibility on the part of the Security Agent or the Finance Parties who shall be under no liability whatsoever in the event that such determination is thereafter adjudged to constitute a repudiation of the Charter by the Charterer; this provision shall not apply, and any violation shall be considered as remedied, if, following such termination or rescission or withdrawal, the relevant Event of Default is remedied pursuant to paragraphs (a), (b) or (c) of clause 30.23 3 of the Loan Agreement;

8.1.3 Performance of Charter obligations

it will perform its obligations under the Charter;

8.1.4 Total Loss recovery

it will, in the event that, upon a Total Loss of the Ship, the Security Agent is disabled from recovering under the Insurances or any of them or the amount of the recovery thereunder is diminished and such disablement or diminution results from any breach by the Charterer of any of its obligations under this Deed and/or the Charter, pay to the Security Agent on demand a sum (which shall be applied in accordance with clause 12.1 as if the same had been a recovery under the Insurances in respect of such Total Loss) equal to the amount which would but for such disablement have been recoverable under the Insurances or (as the case may be) a sum equal to the amount hereby the insurance recovery has been diminished;

8.1.5 Sister ship arrest

it will, in the event of the Ship at any time being arrested, seized, detained or subjected to distress or levied upon by reason of any process, claim or Encumbrance of whatsoever nature arising out of the use or operation of the Ship by the Charterer or any of its agents, employees or sub-charterers, at its own expense take prompt action to secure the release of the Ship and be responsible for discharging each and every liability in connection with any such process, claim or Encumbrance;

8.1.6 Sister ship indemnity

it will indemnify the Owner and the Security Agent and hold each of them harmless against all liabilities of whatsoever nature (including penalties claims demands orders or judgements) which the Owner or the Security Agent may suffer or incur in respect of the Ship and which arise out of the use or operation of the Ship;

8.1.7 Compliance with Environmental Laws

it will comply with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws);

8.1.8 Ship's name and registration

(a) it will not change the name of the Ship without the prior written consent of the Security Agent;

(b) it will keep the Ship permanently registered with the relevant Registry under the laws of its Flag State;

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(c) it will not do or permit to be done anything, or omit to do anything the doing or omission of which could or might result in such registration being forfeited or imperilled or which could or might result in the Ship being required to be registered under the laws of another state of registry;

(d) it will not register the Ship or permit its registration under any other flag or at any other port without the prior written consent of the Security Agent;

(e) if the said registration of the Ship is for a limited period, it will renew the registration of the Ship at least twenty five (25) days prior to the expiry of such registration and to provide evidence of such renewal to the Security Agent at least twenty (20) days prior to such expiry;

8.1.9 Abandonment

it will not without the prior written consent of the Security Agent (and then only subject to any conditions the Security Agent may impose) abandon the Ship;

8.1.10 Charterer's manager

it will not without the prior written consent of the Security Agent appoint a manager of the Ship other than the TMS, unless that manager and the terms of its appointment are approved (which approval of such Manager shall not he required if such Manager has the same ultimate beneficial owners as TMS has on the date of this Deed) and it and the Owner have delivered a duly executed Manager's Undertaking to the Security Agent. The Charterer shall not agree to any change to the terms of appointment of a manager which have been approved unless such change is approved by the Majority Lenders or terminate or amend the terms of the Management Agreement in respect of the Ship;

8.1.11 Encumbrances

it will not without the prior written consent of the Security Agent (and then only subject to such conditions as the Security Agent may impose) create or purport or agree to create or permit to arise or subsist any Encumbrance (other than Permitted Maritime Liens) over or in respect of the Ship, any share or interest therein or in any other part of the Charterer's Assigned Property otherwise than to or in favour of the Security Agent; and

8.1.12 Notification of certain events

it will notify the Security Agent forthwith by facsimile confirmed by letter of:

(a) any petition or notice of meeting to consider any resolution to wind up the Charterer or the Charter Guarantor (or any event analogous thereto under the laws of the place of its incorporation);

(b) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for the Ship;

(c) any occurrence which may result in the Ship becoming a Total Loss;

(d) any requisition of the Ship forhire;

(e) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(f) any withdrawal or threat to withdraw any applicable operating certificate,

(g) the issue of any operating certificate required under any applicable code;

(h) the receipt of notification that any application for such a certificate has been refused;

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(i) any requirement or recommendation made in relation to the Ship by any insurer or the Ship's Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required o recommended; and

(j) any arrest, hijacking or detention of the Ship or any exercise or Purported exercise of a lien or other claim on the Ship or its Earnings or Insurances.

9 Covenants concerning insurance and operational matters

9.1 The Owner hereby covenants with the Security Agent and undertakes throughout the Charter Period and the Non-Charter Period; and the Charterer also hereby covenants with the Security Agent and undertakes throughout the Charter Period:

9.1.1 Insurance

(a) Insured risks, amounts and terms

to insure and keep the Ship insured free of cost and expense to the Security Agent and the other Finance Parties or any of them and (during the Non-Charter Period) in the sole name of the Owner or (during the Charter Period) in the joint names only of the Owner and the Charterer or, if so required by the Security Agent, in the joint names of the Owner and the Security Agent and/or the Finance Parties or any of them and (during the Charter Period) the Charterer (but without liability on the part of the Security Agent and/or the Finance Parties or any of them for premiums or calls):

(i) against (a) fire arid usual marine risks (including excess risks) and (b) war risks (including war protection and indemnity risks, terrorism, piracy as per Institute War and Strikes Clauses 1.10.83 or similar clauses and blocking and trapping risks) on an agreed value basis, in each case, for at least itsminimum hull cover (as defined in clause 24.1 of the Loan Agreement) and in the case of paragraph (a) above, provided that the hull and machinery insurances for the Ship shall at al' times cover at least 80 per cent of its market value and the remaining minimum hull cover may be insured by way of excess risks cover;

(ii) against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an amount of not less than $1,000,000,000);

(iii) against such other risks and matters which the Security Agent notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice; and

(iv) on terms which comply with the other provisions of this clause 9.1.1;

and to pay to the Security Agent the cost (as conclusively certified by the Security Agent) of (A) any mortgagee's interest insurance (including, if the Security Agent shall so require, mortgagee's addit1onai perils (including all P&I risks) coverage) which the Security Agent may from time to time effect in respect of the Ship upon such terms and In such amounts (not exceeding when aggregated with the equivalent insurances of all other Mortgaged Ships One Hundred and ten per cent (110%) of the aggregate of (A) the Loan and (B) the Hedging Exposure under all Hedging Contracts) as it shall deem desirable and (B) any other insurance cover which the Security Agent may reasonably require in respect of any Finance Party's interests and potential liabilities (whether as mortgagee of the Ship or beneficiary of the Finance Documents);

(b) Approved brokers, insurers and associations

to effect the insurances aforesaid:

(i) in the name of the Owner and the Charterer (and, if required by the Owner or the Charterer, also the Manager and (in the case of the Ship's hull cover) no other

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person (other than the Security Agent and any other Finance Party if required by the Agent) (unless such other person is approved and, if so required by the Agent, has duly executed and delivered a first priority assignment of its interest in the Insurances to the Security Agent or the other Finance Parties in an approved form (which any such Manager shall do in any event) and provided such supporting documents and opinions in relation to that assignment as the Agent requires):

(ii) in dollars or another approved currency;

(iii) arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and

(iv) on approved terms and with approved insurers or associations;

(c) Fleet liens, set-off and cancellation

if the Ship's hull cover also insures other vessels, to procure that the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not. under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not

(i) set off against any claims in respect of the Ship any premiums due in respect of any of such other vessels insured (other than other Mortgaged Ships); or

(ii) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Owner shall ensure that hull cover for the Ship and any other Mortgaged Ships is provided under a separate policy from any other vessels.

(d) Payment of premiums and calls

punctually to pay all premiums, calls, contributions or other sums payable in respect of all such insurances and to produce all relevant receipts or other evidence of payment when so required by the Security Agent;

(e) Renewal

at least two (2) days before the relevant policies. contracts or entries expire, to notify the Security Agent of the nc:1mes of the brokers and/or the war risks and protection and indemnity associations proposed to be employed by the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) or any other party for the purposes of the renewal of such insurances and of the amounts in which such insurances are proposed to be renewed and the risks to be covered and, subject to compliance with any requirements of the Security Agent pursuant to this clause” 9.1.1, to procure that appropriate instructions for the renewal of such insurances on the terms so specified are given to the Approved Brokers and/or to the approved wc:1r risks and protection and indemnity associations at least two (2) clays before the relevant policies, contracts or entries expire. and that the Approved Brokers and/or the approved war risks and protection and indemnity associations will at least two (2) days before such expiry (or within such shorter period as the Security Agent may from time to time agree) confirm in writing to the Security Agent as and when such renewals have been effected in accordance with the instructions so given;

(f) Guarantees

to arrange for the execution and delivery of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association;

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(g) Insurance documents

to provide the Security Agent with pro forma copies of all insurance policies and other documentation issued by brokers, insurers and associations in connection with the Insurances as soon as they are available after they have been placed or renewed and all insurance policies and other documents relating to the Insurances shall be deposited with any approved brokers or (if not deposited with approved brokers) the Security Agent or some other approved person;

(h) Associations' loss payable clauses, undertakings and certificates

to procure that any protection and indemnity and/or war risks associations in which the Ship is for the time being entered shall endorse the relevant Loss Payable Clause on the relevant certificate of entry or policy and shall furnish the Security Agent with a copy of such certificate of entry or policy and a letter or letters of undertaking in such form as shall from time to time be required by the Security Agent:

(i) Extent of cover and exclusions

to take all necessary action and comply with all requirements which may from time to time be applicable to the Insurances (including, without limitation, the making of all requisite declarations within any prescribed time limits and the payment of any additional premiums or calls) so as to ensure that the Insurances are not made subject to any exclusions or qualifications to which the Security Agent has not given its prior written consent and are otherwise maintained on terms and conditions from time to time approved in writing by the Security Agent;

(j) Independent report

if so requested by the Security Agent, but once per calendar year at the cost of the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) or if there is an Event of Default at any time, to furnish the Security Agent from time to time with a detailed report signed by an independent firm of marine insurance brokers appointed by the Security Agent dealing with the insurances maintained on the Ship and stating the opinion of such firm as to the adequacy thereof;

(k) Collection of claims

to do all things necessary and provide all documents, evidence, information and assistance to enable the Security Agent to collect or recover any moneys which shall at any time become due in respect of the Insurances;

(l) Employment of Ship

(i) not to employ the Ship or suffer the Ship to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied);

(ii) not to enter the Ship or remain in any zone which has been declared a war, conditional or excluded zone by any government entity or the Ship's insurers for war risks and/or allied perils (including piracy) unless:

(a) appropriate insurances have been taken out by the Owner; and

(b) any requirements of the Security Agent and/or the Ship's insurers necessary to ensure that the Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) have been complied with.

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(m) Application of recoveries

to apply all sums paid under the Insurances to anyone other than the Security Agent in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged;

9.1.2 Repair

to keep the Ship in a good and efficient state of repair and procure that the quality of workmanship and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Ship's value is not reduced;

9.1.3 Modification, removal of parts; equipment owned by third parties

not without the prior written consent of the Majority Lenders to, or suffer any other person to:

(a) make any modification to the Ship in consequence of which her structure, type or performance characteristics could or might be materially altered or her value materially reduced, or

(b) remove any material part of the Ship or any equipment the value of which is such that its removal from the Ship would materially reduce the value of the Ship without replacing the same with equivalent parts or equipment which are owned by the Owner free from Encumbrances (save for the Mortgage); or

(c) install on the Ship any equipment owned by a third party which cannot be removed without risk of causing damage to the structure or fabric of the Ship or incurring significant expense;

9.1.4 Maintenance of class; compliance with regulations

to maintain the Classification with the Classification Society and ensure that neither the Classification nor the Classification Society of the Ship shall be changed without approval by the Majority Lenders and to comply, and to ensure that the Ship and every person wt10 owns, operates or manages the Ship shall comply, with all applicable laws and the requirements of all applicable codes and regulations (including but not limit to all Environmental Laws and all Sanctions) and to ensure that there are kept in force and on Board the Ship or in such person's custody any applicable operating certificates which arerequired by applicable laws or applicable codes to be carried on board the Ship or to be in such person's custody;

9.1.5 Surveys

to submit the Ship to continuous surveys and any other surveys as may be required for it to maintain the Classification as its class and (if so requested by the Security Agent) to supply promptly to the Security Agent copies of all survey reports issued in respect thereof;

9.1.6 Inspection

to ensure that the Security Agent, by surveyors or other persons appointed by it (at the expense of the Owner) for such purpose, may board the Ship at all reasonable times for the purpose of inspecting her and to afford all proper facilities for such inspections and for this purpose to give the Security Agent reasonable advance notice of any intended drydocking of the Ship (whether for the purpose of classification, survey or otherwise) with the cost of no more than one inspection per calendar year to be borne by the Owner, unless an Event of Default occurs, in which case the cost of any and all such inspections to be borne by the Owner;

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9.1.7 Prevention of and release from arrest

promptly to pay and discharge all debts, damages, liabilities and outgoings whatsoever which have given or may give rise to maritime, statutory or possessory liens on. or claims enforceable against, the Ship, her Insurances or any part thereof and, in the event of a writ or libel being filed against the Ship, her Insurances or any part thereof, or of any of the same being arrested, attached or levied upon pursuant to legal process or Purported legal process or in the event of detention of the Ship in exercise or purported exercise of any such lien or claim as aforesaid, to procure the release of the Ship, her Insurances from such arrest, detention attachment or levy or, as the case may be, the discharge of the writ or libel forthwith upon receiving notice thereof by providing bail or procuring the provision of security or otherwise as the circumstances may require;

9.1.8 Employment

not to employ the Ship or permit her employment in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country. in carrying illicit or prohibited goods, or in a way which may make it liable to be condemr1ecJ by a prize court or destroyed, seized or confiscated and if there are hostilities in any part of the world (whether war has been declared or not) not to employ the Ship or permit her employment in carrying any contraband goods, and the persons responsible for the operation of the Ship shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Ship and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time;

9.1.9 War zones

to ensure that the Ship will not enter or remain in any zone which has been declared a war zone by any government entity or by the Ship's war risk insurers except ifany requirements of the Security Agent and/or the Ship's insurers necessary to ensure that the Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) are complied with:

9.1.10 Information

promptly to furnish the Security Agent wilt, all such information as it may from time to time require regarding the Ship, her employment. position. use or operation including details of towages and salvages, and copies of all its charter commitments and copies of any applicable operating certificates:

9.1.11 Notification of certain events

to notify the Security Agent forthwith by facsimile thereafter confirmed by letter of:

(a) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for the Ship;

(b) any occurrence which may result in the Ship becoming a Total Loss;

(c) any requisition of the Ship for hire;

(d) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(e) any withdrawal or threat to withdraw any applicable operating certificate;

(f) the issue of any operating certificate required under any applicable code;

(g) the receipt of notification that any application for sud1 a certificate has been refused;

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(h) any requirement or recommendation made in relation to the Ship by any insurer or the Ship's Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(i) any arrest. hijacking or detention of the Ship or any exercise or Purported exercise of a lien or other claim on the Ship or its Earnings or Insurances;

9.1.12 Payment of outgoings and evidence of payments

promptly to pay all tolls, dues and other outgoings whatsoever in respect of the Ship and the Ship's Earnings and Insurances and to keep proper accounting records in respect of the Ship and its Earnings and, as and when the Security Agent may so require, to make such books available for inspection on behalf of the Security Agent, and to furnish satisfactory evidence that the wages and allotments and the insurance and pension contributions to the Ship's crew are being promptly and regularly paid and that all deductions from its crew's wages in respect of any applicable Tax liability are being properly accounted for and that the Ship's master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress;

9.1.13 Repairers' liens

not without the prior written consent of the Majority Lenders, to put the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed the Major Casualty Amount unless such person shall first have given to the Security Agent in terms satisfactory to it, a written undertaking not to exercise any lien on the Ship or its Earnings for the cost of such work orotherwise;

9.1.14 Notice of Mortgage

to place and at all times and places to retain a properly certified copy of the Mortgage and this Deed (which shall form part of the Ship's documents) on board the Ship with her papers and cause such certified copy of the Mortgage and this Deed to be exhibited to any and all persons having business with the Ship which might create or imply any commitment or encumbrance whatsoever on or in respect of the Ship (other than a lien for crew's wages and salvage) and to any representative of the Security Agent and to place and keep prominently displayed in the navigation room and in the Master's cabin of the Ship a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE”

This Ship is subject to a first priority statutory Maltese mortgage and deed of covenant in favour of KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany. Under the said mortgage and related documents, neither the Owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew's wages and salvage”

and in terms of the said notice it is hereby agreed that save and subject as otherwise herein provided, neither the Owner nor the Charterer nor any other charterer nor the Master of the Ship nor any other person has any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew's wages and salvage; and

9.1.15 Anti-drug abuse

without prejudice to clause 9.1 8, to take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America or any similar legislation applicable to the Ship in any jurisdiction in or to which the Ship shall be employed or located or trade or which may otherwise be applicable to the Ship and/or the Owner and/or (during the Charter Period) the Charterer and, if the Security Agent shall so require, to enter into a “Carrier Initiative Agreement” with the United States Customs and Border Protection and to procure that the same agreement (or any similar agreement

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hereafter introduced by any government entity of the United States of America) is maintained in full force and effect and performed by the Owner(during the Non-Charter Period) or Charterer (during the Charter Period).

10 Powers of Security Agent to protect security and remedy defaults

10.1 Protective action

The Security Agent shall, without prejudice to its other rights, powers and remedies under any of the Finance Documents, be entitled (but not bound) at any time, and as often as may be necessary, to take any such action as it may in its discretion think fit for the purpose of protecting or maintaining the security created by this Deed and the other Finance Documents, and all Expenses attributable thereto shall be payable by the Owner on demand.

10.2 Remedy of defaults

Without prejudice to the generality of the provisions of clause 10.1:

10.2.1 if the Owner fails to comply with any of the provisions of clause 9.1 1 the Security Agent shall be entitled (but not bound) to effect and thereafter to maintain all such insurances upon the Ship as the Security Agent may in its discretion think fit in order to procure the compliance with such provisions or alternatively, to require the Ship (at the Owner's or, during the Charter Period, the Charterer's risk) to remain in, or to proceed to and remain in a port designated by the Security Agent until such provisions are fully complied with:

10.2.2 if the Owner or the Charterer fails to comply with any of the provisions of clauses 9 1.2, 9.14 or 9.1.5, the Security Agent shall be entitled (but not bound) to arrange for the carrying out of such repairs. changes or surveys as the Security Agent may deem expedient or necessary in order to procure the compliance with such provisions; and

10.2.3 if the Owner or the Charterer fails to comply with any of the provisions of clause 9.17 the Security Agent shall be entitled (but not bound) to pay and discharge allsuch debts, damages, liabilities and outgoings as are therein mentioned and/or to take any such measures as the Security Agent may deem expedient or necessary for the purpose of securing the release of the Ship in order to procure the compliance with such provisions,

and the Expenses attributable to the exercise by the Security Agent of any such powers shall be payable by the Owner to the Security Agent on demand.

11 Powers of Security Agent on Event of Default

11.1 Powers

Upon the happening of any Event of Default, the Security Agent shall become forthwith entitled by notice given to the Borrowers by the Agent in accordance with the provisions of clause 30.24 of the Loan Agreement to declare the Outstanding Indebtedness or any part thereof to be due and payable immediately or in accordance with such notice whereupon the Outstanding Indebtedness or the relevant part thereof shall become so due and payable and (whether or not the Security Agent shall have given any such notice) the Security Agent shall become forthwith entitled, as and when the Security Agent may see fit, to put into force and exercise in relation to the Mortgaged Property and/or the Charterer's Assigned Property or any part thereof all or any of the rights, powers and remedies possessed by it as mortgagee and/or assignee of the Mortgaged Property and/or the Charterer's Assigned Property (whether at law, by virtue of the Mortgage and this Deed or otherwise) and in particular (without limiting the generality of the foregoing):

11.1.1 to take possession of the Ship;

11.1.2 to require that all policies, contracts, certificates of entry and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be

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delivered forthwith to such adjusters and/or brokers and/or other insurers as the Security Agent may nominate.

11.1.3 to collect, recover, compromise and give a good discharge for. all claims then outstanding or thereafter arising under the Insurances or any of them or in respect of any other part of the Mortgaged Property and/or the Charterer's Assigned Property, and to take over or institute (if necessary using the name of the Owner or, as the case may be, the Charterer) all such proceedings in connection therewith as the Security Agent in its absolute discretion thinks fit, and, in the case of the Insurances. to permit the brokers through whom collection or recovery is effected to charge the usual brokerage therefor;

11.1.4 to discharge, compound, release or compromise claims in respect of the Ship or any other part of the Mortgaged Property and/or the Charterer's Assigned Property which have given or may give rise to any charge or lien or other claim on the Ship or any other part of the Mortgaged Property and/or the Charterer's Assigned Property or which are or may be enforceable by proceedings against the Ship or any other part of the Mortgaged Property and/or the Charterer's Assigned Property;

11.1.5 to sell the Ship or any share or interest therein with or without prior notice to the Owner, and with or without the benefit of aI1y charterparty (excluding the Charter) and free from any claim by the Owner (whether in admiralty, in equity, at law or by statute) by public auction or private contract, at such place and upon such terms as the Security Agent and/or the Finance Parties in their absolute discretion may determine, with power to postpone any such sale. and without being answerable for any loss occasioned by such sale or resulting from postponement thereof and with, power, where the Security Agent and/or the Finance Parties or any of them purchase the Ship, to make payment of the sale price by making an equivalent reduction in the amount of the Outstanding Indebtedness in the manner referred to in clause 12.1;

11.1.6 to manage, insure. maintain and repair the Ship, and to employ, sail or lay up the Ship in such manner and for such period as the Security Agent and/or the Finance Parties or any of them, in their absolute discretion, deems expedient accounting only for net profits arising from any such employment; and

11.1.7 to recover from the Owner on demand all Expenses incurred or paid by the Security Agent in connection with the exercise of the powers (or any of them) referred to in this clause 11.

11.2 Receiver

11.2.1 Appointment

At any time after the Outstanding Indebtedness shall have become due and payable in accordance with a notice given by the Security Agent to the Borrowers pursuant to clause 30.24 of the Loan Agreement, the Security Agent shall be entitled (but not bound) by writing executed as a deed or under the hand of any Director or officer of the Security Agent to appoint any person or persons to be a receiver and/or manager of the Mortgaged Property or any part thereof (with power to authorise any joint receiver and/or manager to exercise any power independently of any other joint receiver and/or manager) and may from time to time fix his remuneration, and may remove any receiver and/or manager so appointed and appoint another in his place. Any receiver and/or manager so appointed shall be the agent of the Owner and the Owner shall be solely responsible for his acts or defaults and for his remuneration, and such receiver and/or manager so appointed shall have all powers conferred by the Law of Property Act 1925 without the restrictions contained in sections 93 and 103 of that Act and. in addition, power on behalf of and at the cost of the Owner (notwithstanding any liquidation of the Owner) to do or omit to do anything which the Owner could do or omit to do in relation to the Mortgaged Property or any part thereof and in particular (but without prejudice to the generality of the foregoing) any such receiver and/or manager may exercise all the powers and discretions conferred on the Security Agent by the Mortgage and this Deed.

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11.2.2 Remuneration

Any Receiver shall be entitled to remuneration appropriate to the work and responsibilities involved, upon the basis of charging from time to time adopted by the Receiver in accordance with the current practice of his firm, without being limited to the maximum rate specified in section 109(6) of the Law of Property Act 1925.

11.3 Liability of Security Agent in possession

Neither the Security Agent nor any Finance Party nor any Receiver shall be liable as mortgagee in possession in respect of all orany of the Mortgaged Property and/or the Charterer's Assigned Property to account or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection therewith for which a mortgagee in possession may be liable as such.

11.1 Dealings with Security Agent or Receiver

Upon any sale of the Ship or any share or interest therein by the Security Agent and/or the Finance Parties or any of them pursuant to clause 11.1.5 or pursuant to clause 17.1, or by any Receiver, the purchaser shall not be bound to see or enquire whether the power of sale of the Security Agent and/or the Finance Parties (or the Receiver, as the case may be) has arisen in the manner provided in this Deed and the sale shall bedeemed to be within their power and the receipt of the Security Agent and/or the Finance Parties (or the Receiver, as the case may be) forthe purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor and the sale shall operate to divest the Owner of all rights, title and interest of any nature whatsoever in the Ship and to bar any such interest of the Owner and all persons claiming through orunder the Owner.

12 Application of moneys

2.1 Application

All moneys received by the Security Agent or any Receiver in respect of:

12.1.1 sale of the Ship or any share or interest therein;

12.1.2 recovery under the Insurances (other tr1an under any loss of earnings insurance and any such sum or sums as may have been received by the Security Agent in accordance with the relevant Loss Payable Clause in respect of a major casualty as therein defined and paid over to the Owner as provided in clause 3.1.2(a) or the Charterer as provided in clause 5.1.1(a) or which fall to be otherwise applied under clause 12.4); and

12.1.3 Requisition Compensation,

shall be held by it upon trust in the first place to pay or make good the Expenses and the balance shall be applied in the manner specified in clause 34.24.1 of the Loan Agreement.

12.2 Shortfalls

In the event that the balance referred to in clause 12 1 is insufficient to pay in full the whole of the Outstanding Indebtedness, the Security Agent or the Receiver, as the case may be shall be entitled to collect the shortfall from the Owner or, as the case may be, the Charterer or any other person liable for the time being therefor.

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12.3 Application of Owner's Earnings received by Security Agent or Receiver

Any moneys received by the Security Agent or any Receiver in respect of the Owner's Earnings shall:

12.3.1 if received by the Security Agent or any Receiver, or In the hands of the Security Agent or any Receiver, after the occurrence of a Default but prior to the occurrence of an Event of Default be retained by the Security Agent or any Receiver and shall be paid over by the Security Agent or any Receiver, to the Owner's Operating Account at such times, in such amounts and for such purposes and/or shall be applied by the Security Agent or any Receiver, in or towards satisfaction of any sums from time to time accruing due and payable by the Owner under the Finance Documents or any of them or by virtue of payment demanded thereunder, in each case as the Security Agent or any Receiver, may in its absolute discretion determine; and

12.3.2 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver. after the occurrence of an Event of Default, be applied by the Security Agent or any Receiver, in the manner specified in clause 12.1 and/or clause 12.3.1, as the Security Agent or any Receiver, may in its absolute discretion determine.

12.4 Application of Insurances received by Security Agent or Receiver

Any moneys received by the Security Agent or any Receiver in respect of the Insurances (other than in respect of recovery under any loss of earnings insurance or in respect of a Total Loss) pursuant to the Mortgage and/or the assignments by the Owner and the Charterer contained in clauses 3.1 and 5.1 shall:

12.4.1 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver, after the occurrence of a Default but prior to the occurrence of an Event of Default, be retained by the Security Agent or any Receiver and shall be paid over by the Security Agent or any Receiver to the Owner (during the Non-Charter Period) or to the Charterer (during the Charter Period) at such times, in such amounts and for such purposes and/or shall be applied by the Security Agent or any Receiver in or towards satisfaction of any sums from time accruing due and payable by the Owner and/or the Charterer (as the case may be) under the Finance Documents or any of them or by virtue of payment demanded thereunder, in each case as the Security Agent or any Receiver may in its absolute discretion determine; and

12.4.2 if received by the Security Agent, or in the hands of the Security Agent or any Receiver. after the occurrence of an Event of Default, be applied by the Security Agent or any Receiver in the manner specified in clause 12.1 and/or clause 124.1, as the Security Agent or may in its absolute discretion determine.

13 Remedies cumulative and other provisions

13.1 No implied waivers; remedies cumulative

No failure or delay on the part of the Security Agent to exercise any right, power or remedy vested in it under any of the Finance Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Security Agent of any right, power or remedy nor the discontinuance, abandonment or adverse determination of any proceedings taken by the Security Agent to enforce any right, power or remedy preclude any other or further exercise thereof or proceedings to enforce the same or the exercise of any other right, power or remedy nor shall the giving by the Security Agent of any consent to any act which by the terms of this Deed requires such consent prejudice the right of the Security Agent to withhold or give consent to the doing of any other similar act The remedies provided in the Finance Documents are cumulative and are not exclusive of any remedies provided by law.

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13.2 Delegation

The Security Agent shall be entitled at any time and as often as may be expedient, to delegate all or any of the powers and discretions vested in it by the Mortgage and this Deed (including the power vested in it by virtue of clause 15) or any of the other Finance Documents in such manner, upon such terms, and to such persons as the Security Agent in its absolute discretion may think fit.

13.3 Incidental powers

The Security Agent shall be entitled to do all acts and things incidental or conducive to the exercise of c1ny of the rights, powers or remedies possessed by it as mortgagee of the Ship (whether at law, under the Mortgage and/or this Deed or otherwise) and in particular (but without prejudice to the generality of the foregoing), upon the Security Agent becoming entitled to exercise any of its powers under clause 11.1, the Security Agent shall be entitled to discharge any cargo on board the Ship (whether the same shall belong to tile Owner or any other person) and to enter into such other arrangements in respect of tile Ship, her insurances, management, maintenance, repair, classification and employment in all respects as if the Security Agent were tile owner of tile Ship.

14 Costs and indemnity

14.1 Costs

The Owner shall pay to the Security Agent on demand on a full indemnity basis all expenses or liabilities of whatsoever nature (including legal fees, fees of insurance advisers, printing. out-of-pocket expenses, stamp duties, registration fees and other duties or charges) together with any value added tax or similar tax payable in, respect thereof, incurred by the Security Agent or any Finance Party in connection with the enforcement of, or preservation of any rights under tile Mortgage, this Deed the: Loan Agreement or any of tile other Finance Documents or otherwise in respect of the Outstanding Indebtedness and the security therefor or in connection with tile preparation. completion. execution or registration of this Deed, the Mortgage. the Loan Agreement, the Hedging Master Agreement or any of the other Finance Documents.

14.2 Security Agent's and Receiver's indemnity

The Owner hereby agrees and undertakes to indemnify the Security Agent and any Receiver against all losses, actions, claims, expenses, demands, obligc1tions and liabilities whatever and whenever arising which may now or hereafter be incurred by the Security Agent or any Finance Party or any such Receiver. or by any manager, agent, officer or employee for whose liability, act or omission it or he may be answerable, in respect of, 1n relation to, or in connection with anything done or omitted in tile exercise or purported exercise of tile powers contained in the Mortgage, this Deed the Loan Agreement or any of the other Finance Documents or otherwise in connection therewith and herewith or with any part of tile Mortgaged Property and/or tile Charterer's Assigned Property or otherwise howsoever in relation to, or in connection with, any of tile matters dealt with in the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents.

15 Attorney

15.1 Power

By way of security. the Owner and the Charterer each hereby irrevocably appoints the Security Agent and any Receiver, jointly and a:so severally, to be its attorney generally for and in its name and on its behalf and as its act and deed or otherwise to execute, seal and deliver and olt,erw1se perfect and do all such deeds, assurances, agreements, instruments, acts and things which may be required for the full exercise of all or any of the rights powers or remedies conferred by the Mortga90, this Deed, the Loan Agreement or any of tile other Finance Documents or which may be deemed proper in or in connection with all or any of the purposes aforesaid (including, in the case of the Owner and without prejudice to the generality of the foregoing, the execution and

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delivery of a bill of sale of the Ship and to apply for the closure of the Malt se Registry in respect of the Ship in accordance with Section 28 of the Merchant Shipping Act, Cap. 234 of Malta and to pay allsuch fees, make all such declarations and receive all such certificates, including the deletion certificate as may be necessary and the power to procure at any time from the Registrar General of Shipping in Malta copies duly authenticated by him of the Finance Documents or any of them) The power hereby conferred shall be a general power of attorney under the Powers of Attorney Act 1971, and each of the Owner and the Charterer ratifies and confirms, and agrees to ratify and confirm, any deed, assurance, agreement, instrument. act or thing which the Security Agent or the Receiver may execute or do pursuant thereto Provided always that such power shall not be exercisable by or on behalf of the Security Agent until the happening of an Event of Default.

15.2 Exercise of power

The exercise of such power by or on behalf of the Security Agent or any Receiver shall not put any person dealing with the Security Agent or the Receiver upon any enquiry as to whether any Event of Default has happened, nor shall such person be in any way affected by notice that no such Event of Default has happened, arid the exercise by the Security Agent or the Receiver of such power shall be conclusive evidence of the Security Agent's or such Receiver's right to exercise the same.

15.3 Filings

The Owner and the Charterer each hereby irrevocably appoints the Security Agent and any Receiver jointly and also severally to be its attorney in its name and on its behalf and as its act and deed or otherwise of it, to agree the form of and to execute and do all deeds, instruments, acts and things in order to file, record, register or enrol the Mortgage and/or this Deed in any court, public office or elsewhere which the Security Agent may in its discretion consider necessary or advisable, now or in the future, to ensure the legality, validity, enforceability or admissibility in evidence thereof and any other assurance, document, act or thing required to be executed by the Owner or the Charterer pursuant to clause 16.

16 Further assurance

The Owner and the Charterer each hereby further undertakes at its own expense from time to time to execute, sign, perfect. do and (if required) register every such further assurance, document, act or thing as in the opinion of the Security Agent may be necessary or desirable for the purpose of more effectually mortgaging and charging, respectively, the Mortgaged Property and the Charterer's Assigned Property or perfecting the security constituted or intended to be constituted by the Mortgage and this Deed.

17 Sale of Ship

17.1 Termination of Charter

Notwithstanding anything contained in the Charter, if and when the Security Agent becomes entitled to put into force and exercise all the powers possessed by it as mortgagee of the Ship or otherwise pursuant to the Mortgage or at any time thereafter, the Security Agent shall be entitled (but not bound) to terminate the Charter at any time by notice in writing to the Owner and the Charterer which notice shall operate to terminate the Charter forthwith if the Ship is then in port and free of cargo or otherwise upon completion of the voyage (including discharge of cargo if any) upon which the Ship was engaged at the time when the said notice to terminate was given.

17.2 Preservation of Owner's rights

If the circumstances in which the Security Agent becomes entitled under clause 17.1 to terminate the Charter shall constitute or include grounds on which the Owner was entitled to terminate the same, any termination by the Security Agent shall (as between the Owner and the Charterer) operate as an acceptance by the Owner of the Charterer's repudiation of the Charter and the Owner's right to recover damages in respect of suchrepudiation shall be fully preserved.

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17.3 Owner's breach

Notwithstanding anything herein contained, the Owner shall remain liable to perform all the obligations assumed by it under the Charter and the Security Agent shall have no obligations whatsoever thereunder or be under any liability whatsoever to the Charterer in event of any failure by the Owner to perform its obligations thereunder or hereunder.

17.4 Sale free of Charter

Notwithstanding anything herein contained. in the event of a sale of the Ship during the Charter Period pursuant to the power vested in the Security Agent by virtue of the Finance Documents, such sale shall be free of the Charter and in such an event, the Owner and the Charterer shall enter into such form of agreement or agreements as the Security Agent may require for determination of the Charter by mutual consent.

18 Quiet enjoyment

The Security Agent hereby agrees that for as long as the Charterer is not in breach of any of the terms of the Charter or this Deed, the Security Agent shall not take any action in relation to the Loan Agreement or this Deed or any of the other Finance Documents, which action would have the effect of interfering with the Charterer's quiet enjoyment of the Ship.

19 Security shortfall and purchase obligation

Notwithstanding anything to the contrary contained in the Charter, the Charter Guarantee, this Deed or any other Finance Document, each of the Owner and the Charterer agree. undertake and acknowledge with the Security Agent that:

19.1 notwithstanding the provisions of clause 36 (SECURITY SHORTFALL) or any other provisions of the Charter, as between the Owner and the Finance Parties, the obligations of the Owner and the other Borrowers under clause 25. '12 of the Loan Agreement continue to be obligations of the Borrowers towards the Finance Parties and nothing in such clause 36 (SECURITY SHORTFALL) or any other provisions of the Charter shall relieve any of them or any other Guarantor or any other Obligor from any such obligations; and

19.2 notwithstanding the provisions of clauses 38 (PURCHASE OBLIGATION) and 39 (SALE OF THE VESSEL BY PURCHASE OBLIGATION) or any other provisions of the Charter, in the event that the net proceeds of a sale under clause 38 (PURCHASE OBLIGATION) and 39 (SALE OF THE VESSEL BY PURCHASE OBLIGATION) of the Charter would be insufficient to discharge the prepayment obligations of the Borrowers in respect of such sale under clause 7.6 of the Loan Agreement, then neither the Security Agent nor any other Finance Parties shall be bound by such provisions and the rights and remedies of the Finance Parties under the Loan Agreement and the other Finance Documents shall remain unaffected by the same (and, in particular, the rights of the Finance Parties to not approve a sale of the Ship arid/or to receive a prepayment of the Loan and any other amounts as a result of any such sale of the Ship, as set out in the Loan Agreement and the other Finance Documents, shall remain unaffected by the provisions of the Charter).

20 Payments and Taxes

20.1 Grossing up

If at any time the Charterer is required to make any deduction or withholding in respect of Taxes from any payment due to the Security Agent for the account of the Security Agent, the sum due from the Charterer in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Security Agent receives or1 the due date for such payment (and retains. free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Charterer shall indemnify the Security Agent against any losses or costs incurred by it by reason of any failure of the Charterer to make any

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such deduction or withholding or by reason of any increased payment not being made on the due date for such payment The Charterer shall promptly deliver to the Security Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.

20.2 No set-off or counterclaim

All payments to be made by the Charterer to the Security Agent under the this Deed shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 20.1, free and clear of any deductions or withholdings, in Dollars on the due date to the account of the Security Agent referred to in clause 6 of the Loan Agreement.

20.3 Currency indemnity

If any sum due from the Charterer to the Security Agent pursuant to this Deed or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”)in which the same is payable under this Deed or under such order or judgment into another currency (the “second currency”)for the purpose of (a) making or filing a claim or proof against the Charterer, (b) obtaining an order or judgment in any court or other tribunal or (c)enforcing any order or judgment given or made in relation to the Mortgage or this Deed, the Charterer shall indemnify and hold harmless the Security Agent from and against any loss suffered as a result of any difference between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Security Agent may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. Any amount due from the Charterer under this clause 20.3 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Deed and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

21 Notices

Every notice, request, demand or other communication under this Deed shall:

21.1.1 be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication in permanent written form;

21.1.2 be deemed to have been received in the case of a letter, when delivered personally or three (3) days after it has been put in to the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day); and

21.1.3 be sent:

(a) if to the Owner at:

c/o TMS Dry Ltd.

11 Frangoklissias street

151 25 Maroussi, Attiki, Greece

Fax no:          +30 210 8090205

Attention:      Mr. Dimitris Glynos

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(b) if to the Charterer at:

c/o Dryships Management Services Inc.

Athens Licensed Shipping Office

109 Kifisias Avenue and Sina Street

151 24 Maroussi, Attiki, Greece

Fax no:          +30 210 80 90 575

Attention:      Dimitrios Dreliozis

(c) if to the Security Agent at:

KfVV IPEX-Bank GmbH

Palmengartenstrasse 5-9

D-60325 Frankfurt am Main

Germany

Fax No:         + 49 (69) 7431 3768

Attention:      X2a-Maritime Industries

or to such other address and/or numbers as is notified by one party to the other parties under this Deed.

22 Counterparts

This Deed may be entered into in the form of two or more counterparts, each executed by one or more of the parties, and, provided all the parties shall so execute this Deed, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall constitute one instrument.

23 Severability of provisions

Each of the provisions in this Deed are severable and distinct from the others, and if at any time one or more such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Deed shall not in any way be affected or impaired thereby.

24 Law and jurisdiction

24.1 Law

This Deed and any non-contractual obligations in connection with this Deed are governed by, and shall be construed in accordance with, English law.

24.2 Submission to jurisdiction

For the benefit of the Security Agent, the parties hereto irrevocably agree that any legal action or proceedings in connection with this Deed may be brought in the English courts, or in the courts of any other country chosen by the Security Agent, each of which shall have jurisdiction to settle any disputes arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed) Each of the Owner and the Charterer irrevocably and unconditionally submits to the jurisdiction of the English courts, and the courts of any country chosen by the Security Agent and irrevocably designates, appoints and empowers Ince Process Agents Ltd. Aldgate Tower, 2 Leman Street, London, E1 8QN, England to receive, for it and or. its behalf, service of process issued out of the English courts in any legal action or proceedings arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed). The submission to such jurisdiction sh2ill not (and shall not be construed so as to) limit the right of the Security Agent to take proceedings against the Owner and/or the Charterer in any

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other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, Whether concurrently or not The parties further agree that only the courts of England and not those of any other State shall have jurisdiction to determine any claim which the Owner or the Charterer may have against the Security Agent arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed).

24.3 Contracts (Rights of Third Parties) Act 1999

No term of this Deed is enforceable under the provisions of the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Deed

IN WITNESS whereof this Deed has been duly executed as a deed the day and year first above written.

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Schedule 1

Forms of Loss Payable Clauses

Part A - Charter Period

1 Hull and machinery (marine and war risks)

By a Tripartite Deed of Covenant dated [•] 2018 CORYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) and EGERIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”) have each assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner's and the Charterer's rights, title and interest in arid to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner and/or the Charterer in respect of the vessel Conquistador and accordingly:

(a) all claims hereunder in respect of an actual or constructive or compromised or arranged total loss, and all claims in respect of a major casualty (that is to say any casualty the claim in respect of which exceeds One million Dollars (US$1,000,000) (or the equivalent in any other currency) inclusive of any deductible shall be paid in full to the Mortgagee or to its order; and

(b) all other claims hereunder shall be paid in full to the Charterer or to its order. unless and until the Mortgagee shall have notified insurers hereunder to the contrary, whereupon all such claims shall be paid to the Mortgagee or to its order.

2 War risks

It is noted that KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”)is interested as first mortgagee in the subject matter of this insurance. Save as hereinafter provided, all claims (whether in respect of actual, constructive, arranged or corr1promised total loss or otherwise) which. but for this Loss Payable Clause would be payable to CORYSIA OWNING COMPANY LIMITED of Ajeltake Road. Ajeltake Island. Majuro, the Marshall Islands (the “Owner”) or EGERIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”)shall be payable to the Mortgagee provided always that unless and until notice in writing to the contrary has been received by the Association, claims (other than total loss claims) not exceeding One million Dollars (US$1,000,000) (or the equivalent in any other currency) in respect of any one claim shall be paid direct to the Owner or the Charterer to its order.

3 Protection and indemnity

Payment of ar1y recovery which C0RYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island. Majuro, the Marshall Islands (the “Owner”) or EGERIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”)is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Owner or the Charterer, shall be made to the Owner or the Charterer or to its order, unless and until the Association receives notice to the contrary from KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”)in which event all recoveries shall thereafter be paid to the Mortgagee or its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until the expiry of two (2) clear business days from the receipt of such notice.

37

Part B - Non-Charter Period

1 Hull and machinery (marine and war risks)

By a Tripartite Deed of Covenant dated[•] 2018, CORYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island. Majuro, the Marshall Islands (the “Owner”) has assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt, am Main, Germany (the “Mortgagee”) all the Owner's rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of the vessel Conquistador and accordingly

(a) all claims hereunder in respect of an actual or constructive or compromised or arranged total loss. and all claims in respect of a major Casualty (that is to say any casualty the claim in respect of which exceeds Onemillion Dollars (US$1,000.000) (or the equivalent in any other currency inclusive of any deductible)) shall be paid in full to the Mortgagee or to its order; and

(b) all other claims hereunder shall be paid in full to the Owner or to its order, unless and until the Mortgagee shall have notified insurers hereunder to the contrary, whereupon all such claims shall be paid to the Mortgagee or to its order.

2 War risks

It is noted that KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9. D-60325 Frankfurt am Main, Germany (the “Mortgagee”) is interested as first mortgagee in the subject matter of this insurance.  Save as hereinafter provided, all claims (whether in respect of actual, constructive, arranged or compromised total loss or otherwise) which, but for this Loss Payable Clause would be payable to CORYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) shall be payable to theMortgagee provided always that unless and until notice in writing to the contrary has been received by the Association, claims (other than total loss claims) not exceeding Onemillion Dollars (US$1,000.000) (or the equivalent in any other currency) in respect of any one claim shall be paid direct to the Owner or to its order.

3 Protection and indemnity

Payment of any recovery which CORYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island. Majuro, the Marshall Islands (the “Owner”) is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Owner, shall be made to the Owner or to its order. unless and until the Association receives notice to the contrary from KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) in which event all recoveries shall thereafter be paid to the Mortgagee or its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until the expiry of two (2) clear business days from the receipt of such notice.

4 Loss of earnings

By a Tripartite Deed of Covenant dated [●] 2018 CORYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner's rights. title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of m.v. Conquistador and accordingly all claims hereunder shall be paid in full to NL97ABNA0248741055 unless and until the Mortgagee shall have notified the insurers hereunder to the contrary, whereupon in either case all such claims shall be paid to the Mortgagee or its order.

38

Schedule 2

Forms of Notices of Assignment of Insurances

Part A - Charter Period

Notice of Assignment

(For attachment by way of endorsement to the Policy)

CORYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands and EGERIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands, the owners and demise charterers, respectively, of the motor vessel Conquistador HEREBY GIVE NOTICE that by a Tripartite Deed of Covenant dated [●] 2018 and entered into by us with KfW IPEX-BANK GmbH there has been assigned by us to KfW IPEX-BANK GmbH as mortgagees of the said vessel all insurances in respect thereof, including the insurances constituted by the policy whereon this notice is endorsed.

Signed

For and on behalf of

CORYSIA OWNING COMPANY LIMITED

Dated [●] 2018

Signed

For and on behalf of

EGERIA MARINE INC.

Dated [●] 2018

39

Part B - Non-Charter Period

Notice of Assignment

(For attachment by way of endorsement to the Policy)

CORYSIA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands, the owners of the m.v. Conquistador HEREBY GIVE NOTICE that by a Tripartite Deed of Covenant dated [●] 2018 and entered into by us with KfW IPEX-BANK GmbH and others there has been assigned by us to KfW IPEX-BANK GmbH as mortgagees of the said vessel all insurances in respect thereof, including the insurances constituted by the policy whereon this notice is endorsed.

Signed

For and on behalf of

CORYSIA OWNING COMPANY LIMITED

Dated [●] 2018

40

Schedule 3

Form of Notice of Assignment of Owner's Earnings

To:EGERIA MARINE INC.

m.v. Conquistador

We refer to the bareboat charter dated 19 November 2018 (the “Charterparty”) made between us, CORYSIA OWNING COMPANY LIMITED, and you, EGERIA MARINE INC., whereby we agreed to let and you agreed to take on bareboat charter for the period and upon the terms and conditions therein mentioned the vessel Conquistador registered in our name under the flag of Malta.

NOW WE HEREBY GIVE YOU NOTICE:

1 that, by a Tripartite Deed of Covenant dated [•) 2018 made between us, you and KfW IPEX- BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Assignee”), we have assigned to the Assignee all our rights, title and interest to and in any moneys whatsoever payable to us under the Charterparty including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by you of the Charterparty; and

2 that you are hereby irrevocably authorised and instructed to pay such moneys as aforesaid to our account held with the Assignee with account number NL97ABNA0248741055 or to such other account as the Assignee may from time to time direct

The authority and instructions hereby contained cannot be revoked or varied by us without the consent of the Assignee.

For and on behalf of

CORYSIA OWNING COMPANY LIMITED

Dated [●] 2018

To: CORYSIA OWNING COMPANY LIMITEDandKfW IPEX-BANK GmbH

We acknowledge receipt of the notice set out above arid consent to the assignment referred to herein This letter is governed by English law.

For and on behalf of

EGERIA MARINE INC.

Dated [●] 2018

41

Schedule 4

Form of Notice of Assignment of Charter Guarantee and Acknowledgement

To:DRYSHIPS INC.

m.v. Conquistador

We refer to:

(a) the “Barecon 2001 bareboat” charterparty (the “Charter”)dated as of 19 November 2018 made between (i)us CORYSIA OWNING COMPANY LIMITED and (ii) EGERIA MARINE INC. (the “Charterer”)whereby we agreed to let and the Charterer agreed to take on bareboat charter for the period and upon the terms and conditions therein mentioned the vessel Conquistador registered in our name under the Maltese flag: and

(b) the guarantee contained in the Charter (the “Charter Guarantee”)whereby you guaranteed the obligations of the Charterer under the Charter.

NOW WE HEREBY GIVE YOU NOTICE:

1 that, by a Deed dated [•] 2018 made between us and KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany acting for the purposes of this Deed through its office at Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”)and others, we have assigned to the Mortgagee all our rights title and interest to and in any moneys whatsoever payable to us under the Charter and the Charter Guarantee and all other rights and benefits whatsoever accruing to us under the Charter and the Charter Guarantee including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by the Charterer of the Charter; and

2 that you are hereby irrevocably authorised and instructed to pay such moneys as aforesaid to our bank account held with the Mortgagee with account number NL97ABNA0248741055 or to such other account as the Mortgagee may from time to time direct.

The authority and instructions herein contained cannot be revoked or varied by us without the consent of the Mortgagee.

For and on behalf of

CORYSIA OWNING COMPANY LIMITED

Dated [●] 2018

42

To Corysia Owning Company LimitedandKfW lpex-Bank GmbH

We acknowledge receipt of the notice set out above (the “Notice”) and consent to the assignment referred to therein and. in consideration of US$10 and other good and valuable consideration (the receipt and adequacy of which we hereby acknowledge), we hereby undertake with, and confirm to, the Mortgagee as follows:

(a) to pay all amounts due from us under the Charter Guarantee in full in Dollars (and without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings) to the account specified in the Notice or to such other account as the Mortgagee will require, or to the Mortgagee or its order;

(b) to permit the Mortgagee to enforce all other rights and benefits whatsoever accrued or accruing to the Owner under the Charter Guarantee to and for this purpose to take over or institute proceedings in respect thereof;

(c) not. without the prior written consent of the Mortgagee to agree to any variation of the Charter Guarantee;

(d) to perform our obligations under the Charter Guarantee; and

(e) that we have not received any notice of, any prior charge, assignment or encumbrance over the Owner's right, title and interest in and to the Charter Guarantee.

Words and expressions defir1ed in the Notice shall have the same meanings when used herein.

This letter is governed by English law.

Yours faithfully

For and on behalf of

DRYSHIPS INC.

Dated [●] 2018

43

EXECUTED as a DEED	)
by Dimitrios Glynos	)
for and on behalf of	)
CORYSIA OWNING COMPANY LIMITED	)
	)
as Owner	)	/s/ Dimitrios Glynos
in the presence of:	)	Attorney-in-fact

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis
Address:
Occupation:	Solicitor
	Norton Rose Fulbright Greece

EXECUTED as a DEED	)
by Dimitrios Glynos	)
for and on behalf of	)
EGERIA MARINE INC.	)
	)
as Charterer	)	/s/ Dimitrios Glynos
in the presence of:	)	Attorney-in-fact

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis
Address:
Occupation:	Solicitor
	Norton Rose Fulbright Greece

EXECUTED as a DEED	)
by	)
and by
for and on behalf of	)
KfW IPEX-BANK GmbH	)
	)
as Security Agent	)	/s/ Christos Magklaras
in the presence of:	)	Authorised signatory

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis	Christos Magklaras
Address:
Occupation:	Solicitor	Solicitor
	Norton Rose Fulbright Greece	Norton Rose Fulbright Greece

44

EX-4.79

Exhibit 4.79

  

Private & Confidential

Dated 27 November 2018

PLIADES OWNING COMPANY LIMITED	(1)
as Owner
and
LUCINA MARINE INC.	(2)
as Charterer
and
KfW IPEX-BANK GmbH	(3)
as Security Agent

TRIPARTITE DEED OF COVENANT

relating to

m.v. “Pink Sands”

NORTON ROSE FULBRIGHT

Contents

Clause		Page
1	Definitions	2
2	Representations and warranties	7
3	Mortgage and assignment	9
4	Covenant to pay	11
5	Charterer’s assignment	11
6	Continuing security and other matters	12
7	Owner’s undertakings	15
8	Charterer’s undertakings	18
9	Covenants concerning insurance and operational matters	21
10	Powers of Security Agent to protect security and remedy defaults	27
11	Powers of Security Agent on Event of Default	27
12	Application of moneys	29
13	Remedies cumulative and other provisions	30
14	Costs and indemnity	31
15	Attorney	31
16	Further assurance	32
17	Sale of Ship	32
18	Quiet enjoyment	33
19	Security shortfall and purchase obligation	33
20	Payments and Taxes	33
21	Notices	34
22	Counterparts	35
23	Severability of provisions	35
24	Law and jurisdiction	35
Schedule 1 Forms of Loss Payable Clauses		37
Schedule 2 Forms of Notices of Assignment of Insurances		39
Schedule 3 Form of Notice of Assignment of Owner’s Earnings		41
Schedule 4 Form of Notice of Assignment of Charter Guarantee and Acknowledgement		42

THIS TRIPARTITE DEED OF COVENANT is dated 27 November 2018 and made BETWEEN:

(1) PLIADES OWNING COMPANY LIMITED a corporation incorporated inthe Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the “Owner”);

(2) LUCINA MARINE INC. a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the “Charterer”); and

(3) KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany acting for the purposes of this Deed through its office at Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany in its capacity as security agent and trustee for and on behalf of the Finance Parties (as defined below) (the “Security Agent”).

WHEREAS:

(A) The Owner is the sole, absolute and unencumbered (save under the Mortgage as defined below), legal and beneficial owner of all the shares in the Ship described in clause 1.2;

(B) by a facility agreement dated 30 September 2016 (the “Principal Agreement”) as amended and supplemented by a supplemental agreement dated 22 September 2017 (the “Supplemental Agreement”) and as further amended and restated by a second supplemental agreement dated 9 October 2018 (the “Second Supplemental Agreement” and together with the Principal Agreement and the Supplemental Agreement, the “Loan Agreement”) and made between, inter alios, (1) the Owner and the other companies whose names are set out in schedule 1 of the Principal Agreement as joint and several borrowers (therein referred to as the “Borrowers”), (2) KfW IPEX-Bank GmbH as arranger (in such capacity the “Arranger”), as agent (in such capacity the “Agent”) and as Security Agent, (3) KfW IPEX-Bank GmbH as hedging provider (in such capacity the “Hedging Provider”), (4) the banks and financial institutions referred to therein as lenders (the “Lenders” and together with the Arranger, the Agent, the Security Agent and the Hedging Provider, the “Finance Parties”) and (5) Capeships Inc., Holdships Inc. and Melite Owning Company Limited as guarantors, the Lenders have made available to the Borrowers, upon the terms and conditions therein contained, a loan facility of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500);

(C) the Owner has executed in favour of the Security Agent a statutory Maltese mortgage dated 18 October 2016 (the “Mortgage”) in account current form constituting a first priority mortgage of all the shares in m.v. Pink Sands registered under the Maltese flag under the Port of Valletta under Official No. 9724647 (the “Ship”) and a deed of covenant collateral thereto (the “Deed of Covenant”);

(D) by a “Barecon 2001” bareboat charter dated 19 November 2018 made between the Owner and the Charterer and as the same may be amended from time to time (the “Charter”),the Owner has agreed to let, and the Charterer has agreed to take, the Ship on demise charter for a certain period of months from the date of delivery of the Ship to the Charterer thereunder upon the terms and conditions therein mentioned;

(E) the Second Supplemental Agreement provided (inter alia) that as a condition precedent to the Lenders’ approval of the Charter, the Owner and the Charterer should enter into a deed supplemental to the Mortgage substantially in the form of this Deed, to secure (inter alia) all sums of money from time to time owing to the Security Agent and/or the Finance Parties under the Loan Agreement; and

(F) this Deed is supplemental to the Loan Agreement and the Mortgage, the Deed of Covenant and to the security thereby created and is the Tripartite Agreement in respect of the Ship referred to in the Loan Agreement.

1

NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED as follows:

1 Definitions

1.1 Defined expressions

Words and expressions defined in the Loan Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Deed.

1.2 Definitions

In this Deed, unless the context otherwise requires:

‘‘Account Bank”includes its successors in title;

“Agent”includes its successors in title and its replacements;

“Approved Brokers”means such firm of insurance brokers, appointed by the Owner (including during the Charter Period) as may from time to time be approved in writing by the Security Agent for the purposes of this Deed;

“Charter”means the “Barecon 2001” bareboat charter dated 19 November 2018 made between the Owner and the Charterer as referred to in recital (D) above and as amended and/or supplemented and/or extended and/or renewed and/or novated from time to time;

“Charter Earnings”means all Earnings payable by the Charterer to the Owner under or pursuant to the Charter and/or any moneys payable to the Owner under or pursuant to any guarantee, security or other assurance given to the Owner at any time in respect of the Charterer’s obligations under or pursuant to the Charter;

“Charter Guarantee”means the guarantee contained in the Charter and executed by the Charter Guarantor in favour of the Owner;

“Charter Guarantor”means Dryships Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands and includes its successors in title;

“Charter Period”means such part of the period of the Charter as falls within the Facility Period or, in the event of expiration or determination of the period of the Charter prior to the expiration of the Facility Period, the period down to the expiration or determination of the period of the Charter;

“Charter Rights”means all of the rights of the Owner under or pursuant to the Charter, the Charter Guarantee and any other guarantee, security or other assurance given to the Owner at any time in respect of the Charterer’s obligations under or pursuant to the Charter including (without limitation) the right to receive the Charter Earnings;

“Charterer”means Lucina Marine Inc. of the Republic of the Marshall Islands and includes its successors in title;

“Charterer’s Assigned Property”means all of the Charterer’s rights, title and interest in and to:

(a) the Insurances; and

(b) any Requisition Compensation;

“Collateral Instruments”means notes, bills of exchange, certificates of deposit and other negotiable and non-negotiable instruments, guarantees, indemnities and other assurances against financial loss and any other documents or instruments which contain or evidence an obligation (with or without security) to pay, discharge or be responsible directly or indirectly for, any indebtedness or liabilities of the Borrowers or any of them or any other person liable and

2

includes any documents or instruments creating or evidencing a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest of any kind;

“Delivery”means the delivery of the Ship by the Owner, and the acceptance of the Ship by the Charterer, pursuant to the Charter;

“Delivery Date”means the date upon which Delivery occurs;

“Earnings”means all moneys whatsoever from time to time due or payable to any person during the Facility Period arising out of the use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to such person in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;

“Encumbrance”means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest or other encumbrance of any kind securing any obligation of any person or any type of preferential arrangement (including without limitation title transfer and/or retention arrangements having a similar effect);

“Event of Default”means any of the events or circumstances described in clause 30 of the Loan Agreement;

“Expenses”means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Security Agent or any other Finance Party or any Receiver) of:

(a) all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature (including, without limitation, Taxes, repair costs, registration fees and insurance premiums) suffered, incurred or paid by the Security Agent or any other Finance Party or any Receiver in connection with the exercise of the powers referred to in or granted by this Deed or otherwise payable by the Owner in accordance with clause 14; and

(b) interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same were suffered, incurred or paid by the Security Agent or any other Finance Party or any Receiver until the date of receipt or recovery thereof (whether before or after judgment) at a rate per annum calculated in accordance with clause 8.3 of the Loan Agreement (as conclusively certified by the Security Agent or any Receiver, as the case may be);

“Facility Period”means the period commencing on the date hereof and terminating upon discharge of the security created by the Finance Documents by payment of all moneys payable thereunder;

“Incapacity”means, in relation to a person, the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of that person whatsoever (and, in the case of a partnership, includes the termination or change in the composition of the partnership);

“Insurances”means all policies and contracts of insurance (which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Facility Period in place or taken out or entered into by or for the benefit of, among others, the Owner and/or the Charterer (whether in the sole name of the Owner, or in the joint names of the Owner, the Charterer and the Security Agent and/or the Finance Parties or any of them or otherwise) in respect of the Ship and her Earnings or otherwise howsoever in connection with the Ship and all benefits thereof (including claims of whatsoever nature and return of premiums);

3

‘‘Loan”means the principal amount advanced by the Lenders to the Borrowers pursuant to the Loan Agreement or, as the context may require, the amount thereof at any time outstanding;

“Loan Agreement”means the facility agreement dated 30 September 2016, as amended, supplemented and restated as mentioned in detail in recital (B) and as the same may be further amended and/or supplemented and/or restated from time to time;

“Loss Payable Clauses”means the provisions regulating the manner of payment of sums receivable under the Insurances which are to be incorporated in the relevant insurance documents, such Loss Payable Clauses to be in the forms set out in Part A of schedule 1 during the Charter Period or in the forms set out in Part B of schedule 1 during any Non-Charter Period, or in such other forms as may from time to time be required or agreed in writing by the Security Agent;

“Major Casualty Amount”means One million Dollars ($1,000,000) (or the equivalent in any other currency);

“Manager”means TMS Dry Ltd., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or any other person approved in writing by the Majority Lenders, and includes its successors in title;

“Mortgage”means the statutory mortgage mentioned in recital (C);

“Mortgaged Property”means:

(a) the Ship;

(b) the Insurances;

(c) the Charter Earnings and all other Owner’s Earnings;

(d) all other Charter Rights; and

(e) any Requisition Compensation;

“Non-Charter Period”means any part of the Facility Period not falling within the Charter Period;

“Notice of Assignment of Insurances”means a notice of assignment in the form set out in Part A of schedule 2 during the Charter Period or in the form set out in Part B of schedule 2 during any Non-Charter Period or in such other form as may from time to time be required or agreed in writing by the Security Agent;

“Outstanding Indebtedness”means the aggregate of the Loan and interest accrued and accruing thereon, the Hedging Exposure, the Expenses and all other sums of money from time to time owing by the Borrowers or any of them to the Security Agent and/or the Finance Parties or any of them, whether actually or contingently, under the Loan Agreement, the Hedging Master Agreement, the other Finance Documents or any of them;

“Owner”includes the successors in title of the Owner;

“Owner’s Earnings”means the Charter Earnings and all other Earnings payable to the Owner;

“Owner’s Operating Account”means an account of the Owner opened or (as the context may require) to be opened by the Owner with the Account Bank with account number NL40ABNA0248742469 and includes any other account designated in writing by the Security Agent to be an Owner’s Operating Account for the purposes of this Deed and it is the “Earnings Account” of the Owner referred to in the Loan Agreement;

4

“Port of Registry”means the port of Valetta in Malta or such other port of registry in the Malta approved in writing by the Security Agent on which the Ship is, or is to be, registered at the date of this Deed or at any relevant time hereafter;

“Receiver”means any receiver and/or manager appointed pursuant to clause 11.2;

“Requisition Compensation”means any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of the Ship;

“Security Agent”includes the successors in title and the replacements of the Security Agent;

“Security Documents”means the Loan Agreement, the Hedging Master Agreement, this Deed, the Deed of Covenant, the Mortgage and any other such document as is defined in the Loan Agreement as a Security Document or as may have been or may hereafter be executed to guarantee and/or secure all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrowers or any of them or any other Obligor pursuant to the Loan Agreement, the Hedging Master Agreement or any other Security Documents (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement);

“Ship”means the vessel Pink Sands registered as a Maltese ship at the Port of Valetta under Official Number 9724647 under the laws and flag of Malta and includes any share or interest therein and her engines, machinery, boats, tackle, outfit, equipment, spare gear, fuel, consumable or other stores, belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and also any and all additions, improvements and replacements hereafter made in or to such vessel or any part thereof or in or to her equipment and appurtenances aforesaid; and

“Total Loss”means:

(a) the actual, constructive, compromised or arranged total loss of the Ship; or

(b) requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c) hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention, unless the Ship be released and restored (during any Non-Charter Period) to the Owner or (during the Charter Period) the Charterer (as the case may be) from such hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation within thirty (30) days after the occurrence thereof.

1.3 Insurance terms

In clause 9.1.1:

1.3.1 excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value;

1.3.2 excess war risk P&l cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks;

1.3.3 hull cover means insurance cover against the risks identified in clause 9.1.1(a).

1.3.4 P&l risks means the usual risks (including liability for oil pollution, excess war risk P&l cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection

5

and indemnity insurance) (including, without limitation, the proportion ( if any) of any collision liability not covered under the terms of the hull cover).

1.4 Construction of Mortgage terms

In the Mortgage:

1.4.1 references to “interest”shall be construed as references to interest covenanted to be paid in accordance with clause 4.1.2 and any interest specified in paragraph (b ) of the definition of “Expenses”in clause 1.2;

1.4.2 references to “principal”shall be construed as references to all moneys (other than interest) for the time being comprised in the Outstanding Indebtedness;

1.4.3 the term “Account Current”means an account or accounts maintained by the Security Agent, in accordance with its usual practice, evidencing the amounts from time to time lent by, owing to and paid to it under the Finance Documents.  Such account or accounts shall, in the absence of manifest error, be conclusive as to the amount from time to time owing by the Owner to the Security Agent and/or the Finance Parties under the Finance Documents and any certificate from the Security Agent as to the amount owing by the Owner under the Finance Documents shall be conclusive in the absence of manifest error, and the sum specified in any such certificate shall be the certain and liquidated sum owing by the Owner to the Security Agent; and

1.4.4 the expression “all sums for the time being owing and from time to time owing to the Mortgagee”means the whole of the Outstanding Indebtedness.

1.5 Headings

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Deed.

1.6 Construction of certain terms

In this Deed, unless the context otherwise requires:

1.6.1 references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Deed and references to this Deed include its schedules;

1.6.2 references to (or to any specified provision of) this Deed or any other document shall be construed as references to this Deed, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties;

1.6.3 words importing the plural shall include the singular and vice versa;

1.6.4 references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any government entity;

1.6.5 references to a “guarantee”shall include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and “guaranteed”shall be construed accordingly; and

1.6.6 references to statutory provisions shall be construed as references to those provisions as replaced or amended or re-enacted from time to time.

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1.7 Conflict with Loan Agreement

As between the Owner and the Security Agent, this Deed shall be read together with the Loan Agreement but in case of any conflict between the two instruments, the provisions of the Loan Agreement shall prevail.

1.8 Conflict with Charter

If and to the extent that any of the covenants and undertakings given by the Charterer in this Deed may conflict with any of the provisions of the Charter, such covenants and undertakings shall (as between the Security Agent on the one hand and the Owner and the Charterer on the other hand but not otherwise) prevail over such provisions.

2 Representations and warranties

2.1 Continuing representations and warranties

The Charterer represents and warrants to the Security Agent that:

2.1.1 Due incorporation

each of the Charterer and the Charter Guarantor is duly incorporated and validly existing in good standing under the laws of the Republic of the Marshall Islands as a corporation and each has power to carry on its business as it is now being conducted and to own its property and other assets;

2.1.2 Corporate power

each of the Charterer and the Charter Guarantor has power to execute, deliver and perform its obligations under the Charter and the Charter Guarantee and such of the Finance Documents to which it is, or is to be, a party and has power to execute and deliver and perform its obligations under the Charter and the Charter Guarantee and the Finance Documents to which it is, or is to be, a party, and all necessary corporate, shareholder (if applicable) and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Charterer and the Charter Guarantor to borrow or give guarantees or security will be exceeded as a result of the execution, delivery and performance of the Charterer’s obligations under this Deed;

2.1.3 Binding obligations

the Charter, the Charter Guarantee and the Finance Documents to which each of the Charterer and the Charter Guarantor is, or is to be, a party constitute or will, when executed, constitute its valid and legally binding obligations enforceable in accordance with their respective terms;

2.1.4 No conflict with other obligations

the execution and delivery of, the performance of its obligations under, and compliance by each of the Charterer and the Charter Guarantor with, the provisions of the Charter, the Charter Guarantee and this Deed will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which it is subject, (ii) contravene or conflict with any provision of its articles of incorporation, by-laws or other constitutional documents;

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2.1.5 No filings required

it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Charter, the Charter Guarantee or this Deed that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to the Charter, the Charter Guarantee or this Deed and the Charter, the Charter Guarantee and each of the Charter, the Charter Guarantee and this Deed is in proper form for its enforcement in the courts of each Relevant Jurisdiction;

2.1.6 Choice of law

the choice of English law to govern the Charter, the Charter Guarantee and this Deed and the submission by the Charterer to the non-exclusive jurisdiction of the English courts are valid and binding;

2.1.7 No immunity

neither it nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement);

2.1.8 Consents obtained

every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Charterer or the Charter Guarantor to authorise, or required by it in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of any of the Charter, the Charter Guarantee and this Deed or the performance by it of its obligations under the Charter, the Charter Guarantee and this Deed has been obtained or made and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same.

2.2 Initial representations and warranties

The Charterer represents and warrants to the Security Agent that:

2.2.1 No withholding Taxes

no Taxes are imposed by withholding or otherwise on any payment to be made by the Charterer or the Charter Guarantor under the Charter, the Charter Guarantee or this Deed or are imposed on or by virtue of its execution or delivery of the Charter, the Charter Guarantee or this Deed or any other document or instrument to be executed or delivered under the Charter, the Charter Guarantee or this Deed;

2.2.2 Ship’s employment

(save for the Charter) the Ship is not and will not on the Delivery Date be subject to any charter or contract or to any agreement to enter into any charter or contract entered into by the Charterer which, if entered into by it after the date of this Deed, would have required the consent of the Security Agent or the Finance Parties;

2.2.3 Freedom from Encumbrances

the Charterer is the sole, legal and beneficial owner of the whole of the Charterer’s Assigned Property and neither the Charterer’s Assigned Property nor any part thereof are or will be on the Delivery Date subject to any Encumbrance created by it or arising due to its act or omission or its use or operation of the Ship and it has not (save as disclosed in writing to the Security Agent) received notice of any Encumbrance (other than pursuant to the Finance Documents) in respect thereof created by any other person;

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2.2.4 Commissions etc.

there are no commissions, rebates, premiums or other payments in connection with the Charter other than as disclosed to the Security Agent in writing prior to the date hereof;

2.2.5 Compliance with Environmental Laws

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent:

(a) the Charterer has complied with the provisions of all Environmental Laws; and

(b) the Charterer has not received notice of any Environmental Claim that the Charterer is not in compliance with any Environmental Law;

2.2.6 No Environmental Claims

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent, there is no Environmental Claim pending or, to the best of its knowledge and belief (having made due enquiry), threatened against the Charterer or the Ship or any other ship owned, managed or crewed by, or chartered to, the Charterer;

2.2.7 No potential Environmental Claims

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent, there has been no emission or Spill o f a Pollutant from or involving the Ship or any other ship owned by, managed or crewed by, or chartered to, the Charterer nor, to the best of its knowledge and belief (having made due enquiry), from any other ship owned by, managed or crewed by, or chartered to, the Charterer which could give rise to an Environmental Claim;

2.2.8 Copies true and complete

the copies of each of the Charter delivered or to be delivered to the Security Agent pursuant to clause 5.1 of the Second Supplemental Agreement are, or will when delivered be, true and complete copies of such documents, each of such documents will when delivered constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there will have been no amendments or variations thereof or default thereunder.

2.3 Repetition of representations and warranties

On and as of each day of the Facility Period, the Charterer shall be deemed to repeat the representations and warranties in clause 2.1 as if made with reference to the facts and circumstances existing on such day.

3 Mortgage and assignment

3.1 Mortgage and assignment

By way of security for payment of the Outstanding Indebtedness the Owner with full title guarantee hereby mortgages and charges to and in favour of the Security Agent all its rights, title and interest present and future in and to the Mortgaged Property and, without prejudice to the generality of the foregoing, hereby assigns and agrees to assign to the Security Agent absolutely all its rights, title and interest in and to the Charter Earnings and any other Owner’s Earnings, any other Charter Rights, the Insurances and any Requisition Compensation, and all its benefits and interests present and future therein.  Provided however that:

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3.1.1 Owner’s Earnings

the Owner’s Earnings shall be payable to the Owner’s Operating Account until such time as a Default shall occur and the Security Agent shall direct to the contrary whereupon the Owner shall forthwith, and the Security Agent may at any time thereafter, instruct the persons from whom the Owner’s Earnings are then payable to pay the same to the Security Agent or as it may direct and any Owner’s Earnings then in the hands of the Owner’s brokers or other agents shall be deemed to have been received by them for the use and on behalf of the Security Agent and the Finance Parties;

3.1.2 Insurances

unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Security Agent and applied in accordance with clause 12.1 or clause 12.4 (as the case may be)):

(a) any moneys payable under the Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;

(b) any insurance moneys received by the Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 12.1 or clause 12.4 (as the case may be)), be paid over to the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) upon the Owner or the Charterer (as the case may be) furnishing evidence satisfactory to the Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner or the Charterer (as the case may be), provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Security Agent, make payment on account of repairs in the course of being effected; and

(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 3 as shall apply to Owner’s Earnings and the Security Agent will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Security Agent shall have become entitled under clause 3.1.1 to direct that the Owner’s Earnings be paid to the Security Agent.

3.2 Notice

The Owner hereby covenants and undertakes with the Security Agent that it will from time to time upon the written request of the Security Agent give written notice of the assignment contained in clause 3.1 to any person (other than the Charterer) from whom any Owner’s Earnings are due in the form set out in schedule 3 and will procure that within fourteen (14) days after the giving of such notice such person delivers to the Security Agent a copy thereof with the acknowledgement thereof in the form set out in such schedule duly executed by such person.

3.3 Use of Owner’s name

The Owner covenants and undertakes with the Security Agent to do or permit to be done each and every act or thing which the Security Agent may from time to time require to be done for the purpose of enforcing the Security Agent’s rights under this Deed and to allow its name to be used as and when required by the Security Agent for that purpose.

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3.4 Reassignment

Upon payment and discharge in full to the satisfaction of the Security A g e n t of the Outstanding Indebtedness, the Security Agent shall, at the request and cost of the Owner, re-assign the Charter Earnings and the other Owner’s Earnings, the other Charter Rights, the Insurances and any Requisition Compensation to the Owner or as it may direct.

3.5 Liability of Owner

The Owner shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Owner to perform its obligations in respect thereof.

3.6 Acknowledgement by Charterer

By its execution of this Deed, the Charterer has received written notice of, and consents to, the assignment to the Security Agent of the Charter Earnings and the other Charter Rights.

3.7 Notice of assignment of Charter Guarantee and acknowledgement

The Owner covenants and undertakes with the Security Agent that it will forthwith, following the execution of this Deed, give written notice of assignment contained in clause 5.1 to the Charter Guarantor in the form set out in schedule 4 and each of the Owner and the Charterer undertake with the Security Agent that they will procure forthwith that the Charter Guarantor delivers to the Security Agent a copy thereof with the form of acknowledgement set out in such schedule duly executed by the Charter Guarantor.

4 Covenant to pay

4.1 In consideration of (i) the agreement of the Lenders continuing loans or advances to, or otherwise giving credit or granting banking facilities or accommodation or granting time to the Borrowers pursuant to the Loan Agreement and subject to the terms of the Loan Agreement, (ii) the agreement of the Hedging Provider to continue to be a party to the Hedging Master Agreement and (iii) the advance by the Lenders to the Borrowers of the total principal sum of Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) (receipt of which sum the Owner hereby acknowledges) in accordance with the provisions of the Loan Agreement, the Owner hereby covenants with the Security Agent:

4.1.1 to repay the Loan by the instalments and on the dates referred to and otherwise in the manner and upon the terms set out in the Loan Agreement;

4.1.2 to pay interest on the Loan, and on any overdue interest or other moneys payable under the Loan Agreement, at the rate or rates from time to time applicable thereto in the manner and upon the terms set out in the Loan Agreement;

4.1.3 to pay all moneys payable under the Hedging Master Agreement at the times and in the manner therein specified; and

4.1.4 to pay all other moneys payable by the Owner under the Finance Documents or any of them at the times and in the manner therein specified.

5 Charterer’s assignment

5.1 Charterer’s assignment

By way of security for the Outstanding Indebtedness, the Charterer with full title guarantee hereby assigns and agrees to assign to the Security Agent absolutely all its rights, title and interest in and to the Charterer’s Assigned Property and all its benefits and interests present and future therein.  Provided however that:

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5.1.1 Insurance

unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Security Agent and applied in accordance with clause 12.1 or clause 12.4 (as the case may be)):

(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses; and

(b) any insurance moneys received by the Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 12.1 or clause 12.4 (as the case may be)), be paid over to the Charterer (during the Charter Period) upon the Charterer furnishing evidence satisfactory to the Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Charterer, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Security Agent, make payment on account of repairs in the course of being effected.

5.2 Use of Charterer’s name

The Charterer covenants and undertakes with the Security Agent to do or permit to be done each and every act or thing which the Security Agent may from time to time require to be done for the purpose of enforcing the Security Agent’s rights under this Deed and to allow its name to be used as and when required by the Security Agent for that purpose.

Upon payment and discharge in full to the satisfaction of the Security Agent of the Outstanding Indebtedness, the Security Agent shall, at the request and cost of the Charterer, re-assign the Charterer’s Assigned Property to the Charterer or as it may direct.

5.4 Liability of Charterer

The Charterer shall remain liable to perform all the obligations assumed by it in relation to the Charterer’s Assigned Property and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Charterer to perform its obligations in respect thereof.

6 Continuing security and other matters

6.1 Continuing security

The security created by the Mortgage and this Deed and the obligations and liabilities of the Charterer shall:

6.1.1 be held by the Security Agent as a continuing security for the payment of the Outstanding Indebtedness, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Finance Documents, express or implied, and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Security Agent and/or any of the Finance Parties in respect of the Outstanding Indebtedness or any part thereof and the Security Agent and/or any of the Finance Parties) and shall remain in full

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force and effect until the Outstanding Indebtedness has been discharged in full (which expression shall not embrace payment or a dividend in liquidation or bankruptcy of less than one hundred per cent (100%));

6.1.2 be in addition to, and shall not in any way prejudice or affect, and m a y be enforced by the Security Agent without prior recourse to, the security created by any other of the Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Security Agent or any Finance Party or any right or remedy of the Security Agent or any Finance Party thereunder;

6.1.3 not be in any way prejudiced or affected by the existence of any of the other Finance Documents or any such Collateral Instrument, rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Security Agent or any Finance Party dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any other person liable; and

6.1.4 not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Owner, the Security Agent or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Owner or any other person, whether or not known to the Security Agent or any other Finance Party, by any invalidity in or irregularity or unenforceability of the obligations of the Owner or any other person under the Loan Agreement or any of the other Finance Documents or otherwise and so that in the event that any obligation or purported obligation of the Owner or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Charterer will keep the Security Agent fully indemnified against any loss suffered by the Security Agent or any other Finance Party as a result of any failure by the Owner or such other party to perform any such obligation or purported obligation.

6.2 Rights additional

All the rights, remedies and powers vested in the Security Agent hereunder shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Security Agent or any other Finance Party under the Loan Agreement, the Hedging Master Agreement, this Deed, the other Finance Documents or any such Collateral Instrument or at law and that all the powers so vested in the Security Agent may be exercised from time to time and as often as the Security Agent may deem expedient.

6.3 No enquiry

Neither the Security Agent nor any Receiver shall be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under the Mortgage and/or this Deed or to make any claim or take any action to collect any moneys hereby assigned or to enforce any rights or benefits hereby assigned to the Security Agent or to which the Security Agent may at any time be entitled under the Mortgage and/or this Deed.

6.4 Obligations of Owner, Charterer and Security Agent

The Owner and the Charterer shall each remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Charterer’s Assigned Property respectively and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Owner or the Charterer to perform its obligations in respect thereof.

6.5 Liability unconditional

The rights, remedies and powers vested in the Security Agent under this Deed shall not be affected nor shall this Deed be discharged or reduced by reason of:

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6.5.1 the Incapacity or any change in the name, style or constitution of the Owner or any other person liable;

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

6.5.3 any act or omission which would not have discharged or affected the liability of the Charterer or the security constituted by the Charterer under this Deed had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate the Charterer or such security.

6.6 Waiver of Charterer’s rights

Until the Outstanding Indebtedness has been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) and notwithstanding that the security created by this Deed and the other Finance Documents may have been released, the Charterer agrees that, without the prior written consent of the Security Agent, it will not:

6.6.1 exercise its rights of subrogation, reimbursement and indemnity against the Owner or any other person liable;

6.6.2 demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the Charterer from the Owner or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same;

6.6.3 take any step to enforce any right against the Owner or any other person liable in respect of any Outstanding Indebtedness; or

6.6.4 claim any set-off or counterclaim against the Owner or any other person liable or claim or prove in competition with the Security Agent or any other Finance Party in the liquidation of the Owner or any other person liable or have the benefit of, or share in, any payment from or composition with, the Owner or any other person liable or any other Collateral Instrument now or hereafter held by the Security Agent or any other Finance Party for the Outstanding Indebtedness or for the obligations or liabilities of any other person liable but so that, if so directed by the Security Agent, it will prove for the whole or any part of its claim in the liquidation of the Owner on terms that the benefit of such proof and of all money received by it in respect thereof shall be paid to the Security Agent for application in or towards discharge of the Outstanding Indebtedness in such manner as the Security Agent shall deem appropriate.

6.7 Suspense account

Any money received in connection with this Deed (whether before or after any Incapacity of the Owner or the Charterer) which would (but for this Deed) have been payable to the Charterer may, if an Event of Default has happened, be placed to the credit of a suspense account with a view to preserving the rights of the Security Agent and the other Finance Parties to prove for the whole of its claims against the Owner or any other person liable or may be applied in or towards satisfaction of the Outstanding Indebtedness.

6.8 Settlements conditional

Any release, discharge or settlement between the Charterer and the Security Agent shall be conditional upon no security, disposition or payment to the Security Agent by the Owner or any other person liable being void, set aside or ordered to be refunded pursuant to any enactment or law relating to bankruptcy, liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Security Agent shall be entitled to

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enforce this Deed subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made.

6.9 Delivery of certain property

If, contrary to the provisions of this Deed, the Charterer takes or receives the benefit of any security or receives or recovers any money or other property, such security, money or other property shall be held on trust for the Security Agent and shall be delivered to the Security Agent on demand.

6.10 Certificates conclusive

Any certificate submitted by the Security Agent to the Charterer as to the amount or any part thereof hereby secured shall, in the absence of manifest error, be conclusive and binding on the Charterer.

6.11 Collateral Instruments

The Security Agent shall not be obliged to make any claim or demand on the Owner or to resort to any Collateral Instrument or other means of payment now or hereafter held by or available to it before enforcing this Deed and no action taken or omitted by the Security Agent in connection with any such Collateral Instrument or other means of payment shall discharge, reduce, prejudice or affect the liability of the Charterer under or the security created by the Charterer under this Deed nor shall the Security Agent be obliged to apply any money or other property received or recovered in consequence of any enforcement or realisation of any such Collateral Instrument or other means of payment in reduction of the Outstanding Indebtedness.

7 Owner’s undertakings

7.1 The Owner hereby covenants with the Security Agent and undertakes that throughout the Facility Period:

7.1.1 Negative undertakings

it will not, without the previous written consent of the Majority Lenders:

(a) Variations

materially vary the Charter or the Charter Guarantee (and, for the avoidance of doubt, any assignment, transfer or novation of a Charter or a Charter Guarantee, whether from the Owner or the Charterer, without approval shall constitute a material variation), and the Owner shall not grant any consent to the Charterer in respect of any such variation;

(b) Releases and waivers

release the Charterer or the Charter Guarantor from any of the Charterer’s or the Charter Guarantor’s obligations under the Charter or the Charter Guarantee or waive any breach of the Charterer’s or the Charter Guarantor’s obligations thereunder (including by way of novation, assignment or transfer) or consent to any such act or omission of the Charterer or the Charter Guarantor as would otherwise constitute such breach;

(c) Termination

terminate or rescind the Charter or withdraw the Ship from service under the Charter or take any similar action for any reason whatsoever provided always that any determination of the Charter by the Owner after such consent is given shall (as the Charterer hereby acknowledges) be without responsibility on the part of the Security Agent or the Finance Parties who shall be under no liability whatsoever in the event that such determination is thereafter adjudged to constitute a repudiation of the Charter by

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the Owner; this provision shall not apply, and any violation shall be considered as remedied, if, following such termination or rescission or withdrawal, the relevant Event of Default is remedied pursuant to paragraphs (a), (b) or (c) of clause 30.23.3 of the Loan Agreement;

(d) Lien on sub-freights

(save as contemplated by this Deed) claim or exercise any lien upon sub-freights which might otherwise be available to it under the Charter or the Charter Guarantee; or

(e) Consents

grant any consent which may be required from the Owner pursuant to the Charter or the Charter Guarantee;

7.1.2 Performance of Charter obligations

it will perform its obligations under the Charter and the Charter Guarantee and use its best endeavours to procure that the Charterer and the Charter Guarantor shall perform its obligations under the Charter and the Charter Guarantee;

7.1.3 Information

it will supply to the Security Agent all information, accounts and recourse that it may be necessary or of assistance to enable the Security Agent to verify the amount of all payments of charter hire and any other amount payable under the Charter or the Charter Guarantee;

7.1.4 Ship’s name and registration

(a) it will not change the name of the Ship without the prior written consent of the Security Agent;

(b) it will keep the Ship permanently registered with the relevant Registry under the laws of its Flag State;

(c) it will not do or suffer to be done anything, or omit to do anything the doing or omission of which could or might result in such registration being forfeited or imperilled or which could or might result in the Ship being required to be registered under the laws of another state of registry;

(d) it will not register the Ship or permit its registration under any other flag or at any other port without the prior written consent of the Security Agent;

(e) if the said registration of the Ship is for a limited period, it will renew the registration of the Ship at least twenty five (25) days prior to the expiry of such registration and to provide evidence of such renewal to the Security Agent at least twenty (20) days prior to such expiry;

7.1.5 Notification of certain events

it will notify the Security Agent forthwith by facsimile confirmed by letter of:

(a) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount;

(b) any occurrence which may result in the Ship becoming a Total Loss;

(c) any requisition of the Ship for hire;

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(d) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(e) any withdrawal or threat to withdraw any applicable operating certificate;

(f) the issue of any operating certificate required under any applicable code;

(g) the receipt of notification that any application for such a certificate has been refused;

(h) any requirement or recommendation made in relation to the S hip by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(i) any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances;

7.1.6 Encumbrances

it will not without the prior written consent of the Security Agent (and then only subject to such conditions as the Security Agent may impose) create or purport or agree to create or permit to arise or subsist any Encumbrance (other than Permitted Maritime Liens) over or in respect of the Ship, any share or interest therein or in any other part of the Mortgaged Property otherwise than to or in favour of the Security Agent;

7.1.7 Sale or other disposal

it will not without the prior written consent of the Security Agent (acting on the instructions of all the Lenders) sell, agree to sell, transfer, abandon or otherwise dispose of the Ship or any share or interest in it if the net proceeds of sale would be insufficient to discharge the prepayment obligations of the Owner in respect of such sale under Clause 7.6 (Sale or Total Loss) of the Loan Agreement.  Whereno approval is required under this clause, the Owner shall provide advance notice to the Security Agent of any such proposed sale and such sale shall be subject to the provisions of the same Clause 7.6 (Sale or Total Loss) of the Loan Agreement.

7.1.8 Chartering

except pursuant to the Charter, it will not without the prior written consent of the Majority Lenders and, if such consent is given, only subject to such conditions as the Security Agent may impose, let the Ship:

(a) on a bareboat or demise charter or passes possession and operational control of the Ship to another person;

(b) by any time or voyage charter for a term which is capable of lasting more than twelve (12) months;

(c) on terms as to payment or amount of hire which are materially less beneficial to it than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as the Ship under charter commitments of a similar type and period; or

(d) to another Group Member.

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7.1.9 Sharing of Owner’s Earnings

it will not without the prior written consent of the Majority Lenders enter into any agreement or arrangement whereby the Owner’s Earnings may be shared with any other person;

7.1.10 Payment of Owner’s Earnings

it will procure that the Owner’s Earnings are paid to the Security Agent at all times if and when the same shall be or shall have become so payable in accordance with the Finance Documents after the Security Agent shall have directed pursuant to clause 3.1.1 that the same shall be no longer receivable by the Owner and that any Owner’s Earnings which are so payable and which are in the hands of the Owner’s brokers or agents are duly accounted for and paid over to the Security Agent forthwith on demand;

7.1.11 Owner’s manager

it will not without the prior written consent of the Security Agent appoint a manager of the Ship other than the TMS, unless that manager and the terms of its appointment are approved (which approval of such Manager shall not be required if such Manager has the same ultimate beneficial owners as TMS has on the date of this Deed) and it and the Owner have delivered a duly executed Manager’s Undertaking to the Security Agent.  The Owner shall not agree to any change to the terms of appointment of a manager which have been approved unless such change is approved by the Majority Lenders or terminate or amend the terms of the Management Agreement in request of the Ship;

7.1.12 Conveyance on default

where the Ship is (or is to be) sold in exercise of any power contained in this Deed or otherwise conferred by the Finance Documents, it will immediately execute, forthwith upon request by the Security Agent, such form of transfer of title to the Ship as the Security Agent may require; and

7.1.13 Compliance with Environmental Laws

it and every person who owns, operates or manages the Ship, will comply with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws).

8 Charterer’s undertakings

8.1 The Charterer hereby covenants with the Security Agent and undertakes that throughout the Charter Period:

8.1.1 Enforcement by Security Agent

it will permit the Security Agent to enforce all other rights and benefits whatsoever accrued or accruing to the Owner under the Charter and the Charter Guarantee, subject to clause 18 (Quiet enjoyment), and for this purpose to take over or institute proceedings in respect thereof;

8.1.2 Negative undertakings relating to Charter

it will not without the prior written consent of the Security Agent:

(a) Assignments

assign or otherwise dispose of the Charterer’s rights and obligations under the Charter;

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(b) Variations

agree to any material variation of the Charter;

(c) Termination

terminate the Charter (anything contained in the Charter notwithstanding) for any reason whatsoever provided always that any termination of the Charter by the Charterer after such consent is given shall (as the Charterer hereby acknowledges) be without responsibility on the part of the Security Agent or the Finance Parties who shall be under no liability whatsoever in the event that such determination is thereafter adjudged to constitute a repudiation of the Charter by the Charterer; this provision shall not apply, and any violation shall be considered as remedied, if, following such termination or rescission or withdrawal, the relevant Event of Default is remedied pursuant to paragraphs (a), (b) or (c) of clause 30.23.3 of the Loan Agreement;

8.1.3 Performance of Charter obligations

it will perform its obligations under the Charter;

8.1.4 Total Loss recovery

it will, in the event that, upon a Total Loss of the Ship, the Security Agent is disabled from recovering under the Insurances or any of them or the amount of the recovery thereunder is diminished and such disablement or diminution results from any breach by the Charterer of any of its obligations under this Deed and/or the Charter, pay to the Security Agent on demand a sum (which shall be applied in accordance with clause 12.1 as if the same had been a recovery under the Insurances in respect of such Total Loss) equal to the amount which would but for such disablement have been recoverable under the Insurances or (as the case may be) a sum equal to the amount hereby the insurance recovery has been diminished;

8.1.5 Sister ship arrest

it will, in the event of the Ship at any time being arrested, seized, detained or subjected to distress or levied upon by reason of any process, claim or Encumbrance of whatsoever nature arising out of the use or operation of the Ship by the Charterer or any of its agents, employees or sub-charterers, at its own expense take prompt action to secure the release of the Ship and be responsible for discharging each and every liability in connection with any such process, claim or Encumbrance;

8.1.6 Sister ship indemnity

it will indemnify the Owner and the Security Agent and hold each of them harmless against all liabilities of whatsoever nature (including penalties claims demands orders or judgements) which the Owner or the Security Agent may suffer or incur in respect of the Ship and which arise out of the use or operation of the Ship;

8.1.7 Compliance with Environmental Laws

it will comply with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws);

8.1.8 Ship’s name and registration

(a) it will not change the name of the Ship without the prior written consent of the Security Agent;

(b) it will keep the Ship permanently registered with the relevant Registry under the laws of its Flag State;

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(c) it will not do or permit to be done anything, or omit to do anything the doing or omission of which could or might result in such registration being forfeited 0r imperilled or which could or might result in the Ship being required to be registered under the laws of another state of registry;

(d) it will not register the Ship or permit its registration under any other flag or at any other port without the prior written consent of the Security Agent;

(e) if the said registration of the Ship is for a limited period, it will renew the registration of the Ship at least twenty five (25) days prior to the expiry of such registration and to provide evidence of such renewal to the Security Agent at least twenty (20) days prior to such expiry;

8.1.9 Abandonment

it will not without the prior written consent of the Security Agent (and then only subject to any conditions the Security Agent may impose) abandon the Ship;

8.1.10 Charterer’s manager

it will not without the prior written consent of the Security Agent appoint a manager of the Ship other than the TMS, unless that manager and the terms of its appointment are approved (which approval of such Manager shall not be required if such Manager has the same ultimate beneficial owners as TMS has on the date of this Deed) and it and the Owner have delivered a duly executed Manager’s Undertaking to the Security Agent.  The Charterer shall not agree to any change to the terms of appointment of a manager which have been approved unless such change is approved by the Majority Lenders or terminate or amend the terms of the Management Agreement in respect of the Ship;

8.1.11 Encumbrances

it will not without the prior written consent of the Security Agent (and then only subject to such conditions as the Security Agent may impose) create or purport or agree to create or permit to arise or subsist any Encumbrance (other than Permitted Maritime Liens) over or in respect of the Ship, any share or interest therein or in any other part of the Charterer’s Assigned Property otherwise than to or in favour of the Security Agent; and

8.1.12 Notification of certain events

it will notify the Security Agent forthwith by facsimile confirmed by letter of:

(a) any petition or notice of meeting to consider any resolution to wind up the Charterer or the Charter Guarantor (or any event analogous thereto under the laws of the place of its incorporation);

(b) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for the Ship;

(c) any occurrence which may result in the Ship becoming a Total Loss;

(d) any requisition of the Ship for hire;

(e) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(f) any withdrawal or threat to withdraw any applicable operating certificate;

(g) the issue of any operating certificate required under any applicable code;

(h) the receipt of notification that any application for such a certificate has been refused;

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(i) any requirement or recommendation made in relation to the Ship by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(j) any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances.

9 Covenants concerning insurance and operational matters

9.1 The Owner hereby covenants with the Security Agent and undertakes throughout the Charter Period and the Non-Charter Period; and the Charterer also hereby covenants with the Security Agent and undertakes throughout the Charter Period:

9.1.1 Insurance

(a) Insured risks, amounts and terms

to insure and keep the Ship insured free of cost and expense to the Security Agent and the other Finance Parties or any of them and (during the Non-Charter Period) in the sole name of the Owner or (during the Charter Period) in the joint names only of the Owner and the Charterer or, if so required by the Security Agent, in the joint names of the Owner and the Security Agent and/or the Finance Parties or any of them and (during the Charter Period) the Charterer (but without liability on the part of the Security Agent and/or the Finance Parties or any of them for premiums or calls):

(i) against (a) fire and usual marine risks (including excess risks) and (b) war risks (including war protection and indemnity risks, terrorism, piracy as per Institute War and Strikes Clauses 1.10.83 or similar clauses and blocking and trapping risks) on an agreed value basis, in each case, for at least its minimum hull cover (as defined in clause 24.1 of the Loan Agreement) and in the case of paragraph (a) above, provided that the hull and machinery insurances for the Ship shall at all times cover at least 80 per cent of its market value and the remaining minimum hull cover may be insured by way of excess risks cover;

(ii) against P&l risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an amount of not less than $1,000,000,000);

(iii) against such other risks and matters which the Security Agent notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice; and

(iv) on terms which comply with the other provisions of this clause 9.1.1;

and to pay to the Security Agent the cost (as conclusively certified by the Security Agent) of (A) any mortgagee’s interest insurance (including, if the Security Agent shall so require, mortgagee’s additional perils (including all P&l risks) coverage) which the Security Agent may from time to time effect in respect of the Ship upon such terms and in such amounts (not exceeding when aggregated with the equivalent insurances of all other Mortgaged Ships One hundred and ten per cent (110%) of the aggregate of (A) the Loan and (B) the Hedging Exposure under all Hedging Contracts) as it shall deem desirable and (B) any other insurance cover which the Security Agent may reasonably require in respect of any Finance Party’s interests and potential liabilities (whether as mortgagee of the Ship or beneficiary of the Finance Documents);

(b) Approved brokers, insurers and associations to effect the insurances aforesaid:

(i) in the name of the Owner and the Charterer (and, if required by the Owner or the Charterer, also the Manager and (in the case of the Ship’s hull cover) no other

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person (other than the Security Agent and any other Finance Party if required by the Agent) (unless such other person is approved and, if so required by the Agent, has duly executed and delivered a first priority assignment of its interest in the Insurances to the Security Agent or the other Finance Parties in an approved form (which any such Manager shall do in any event) and provided such supporting documents and opinions in relation to that assignment as the Agent requires);

(ii) in dollars or another approved currency;

(iii) arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and

(iv) on approved terms and with approved insurers or associations;

(c) Fleet liens, set-off and cancellation

if the Ship’s hull cover also insures other vessels, to procure that the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

(i) set off against any claims in respect of the Ship any premiums due in respect of any of such other vessels insured (other than other Mortgaged Ships); or

(ii) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Owner shall ensure that hull cover for the Ship and any other Mortgaged Ships is provided under a separate policy from any other vessels.

(d) Payment of premiums and calls

punctually to pay all premiums, calls, contributions or other sums payable in respect of all such insurances and to produce all relevant receipts or other evidence of payment when so required by the Security Agent;

(e) Renewal

at least two (2) days before the relevant policies, contracts or entries expire, to notify the Security Agent of the names of the brokers and/or the war risks and protection and indemnity associations proposed to be employed by the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) or any other party for the purposes of the renewal of such insurances and of the amounts in which such insurances are proposed to be renewed and the risks to be covered and, subject to compliance with any requirements of the Security Agent pursuant to this clause 9.1.1, to procure that appropriate instructions for the renewal of such insurances on the terms so specified are given to the Approved Brokers and/or to the approved war risks and protection and indemnity associations at least two (2) days before the relevant policies, contracts or entries expire, and that the Approved Brokers and/or the approved war risks and protection and indemnity associations will at least two (2) days before such expiry (or within such shorter period as the Security Agent may from time to time agree) confirm in writing to the Security Agent as and when such renewals have been effected in accordance with the instructions so given;

(f) Guarantees

to arrange for the execution and delivery of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association;

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(g) Insurance documents

to provide the Security Agent with pro forma copies of all insurance policies and other documentation issued by brokers, insurers and associations in connection with the Insurances as soon as they are available after they have been placed or renewed and all insurance policies and other documents relating to the Insurances shall be deposited with any approved brokers or (if not deposited with approved brokers) the Security Agent or some other approved person;

(h) Associations’ loss payable clauses, undertakings and certificates

to procure that any protection and indemnity and/or war risks associations in which the Ship is for the time being entered shall endorse the relevant Loss Payable Clause on the relevant certificate of entry or policy and shall furnish the Security Agent with a copy of such certificate of entry or policy and a letter or letters of undertaking in such form as shall from time to time be required by the Security Agent;

(i) Extent of cover and exclusions

to take all necessary action and comply with all requirements which may from time to time be applicable to the Insurances (including, without limitation, the making of all requisite declarations within any prescribed time limits and the payment of any additional premiums or calls) so as to ensure that the Insurances are not made subject to any exclusions or qualifications to which the Security Agent has not given its prior written consent and are otherwise maintained on terms and conditions from time to time approved in writing by the Security Agent;

(j) Independent report

if so requested by the Security Agent, but once per calendar year at the cost of the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) or if there is an Event of Default at any time, to furnish the Security Agent from time to time with a detailed report signed by an independent firm of marine insurance brokers appointed by the Security Agent dealing with the insurances maintained on the Ship and stating the opinion of such firm as to the adequacy thereof;

(k) Collection of claims

to do all things necessary and provide all documents, evidence, information and assistance to enable the Security Agent to collect or recover any moneys which shall at any time become due in respect of the Insurances;

(I) Employment of Ship

(i) not to employ the Ship or suffer the Ship to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied);

(ii) not to enter the Ship or remain in any zone which has been declared a war, conditional or excluded zone by any government entity or the Ship’s insurers for war risks and/or allied perils (including piracy) unless:

(a) appropriate insurances have been taken out by the Owner; and

(b) any requirements of the Security Agent and/or the Ship’s insurers necessary to ensure that the Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) have been complied with.

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(m) Application of recoveries

to apply all sums paid under the Insurances to anyone other than the Security Agent in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged;

9.1.2 Repair

to keep the Ship in a good and efficient state of repair and procure that the quality of workmanship and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Ship’s value is not reduced;

9.1.3 Modification; removal of parts; equipment owned by third parties

not without the prior written consent of the Majority Lenders to, or suffer any other person to:

(a) make any modification to the Ship in consequence of which her structure, type or performance characteristics could or might be materially altered or her value materially reduced; or

(b) remove any material part of the Ship or any equipment the value of which is such that its removal from the Ship would materially reduce the value of the Ship without replacing the same with equivalent parts or equipment which are owned by the Owner free from Encumbrances (save for the Mortgage); or

(c) install on the Ship any equipment owned by a third party which cannot be removed without risk of causing damage to the structure or fabric of the Ship or incurring significant expense;

9.1.4 Maintenance of class; compliance with regulations

to maintain the Classification with the Classification Society and ensure that neither the Classification nor the Classification Society of the Ship shall be changed without approval by the Majority Lenders and to comply, and to ensure that the Ship and every person who owns, operates or manages the Ship shall comply, with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws and all Sanctions) and to ensure that there are kept in force and on board the Ship or in such person’s custody any applicable operating certificates which are required by applicable laws or applicable codes to be carried on board the Ship or to be in such person’s custody;

9.1.5 Surveys

to submit the Ship to continuous surveys and any other surveys as may be required for it to maintain the Classification as its class and (if so requested by the Security Agent) to supply promptly to the Security Agent copies of all survey reports issued in respect thereof;

9.1.6 Inspection

to ensure that the Security Agent, by surveyors or other persons appointed by it (at the expense of the Owner) for such purpose, may board the Ship at all reasonable times for the purpose of inspecting her and to afford all proper facilities for such inspections and for this purpose to give the Security Agent reasonable advance notice of any intended drydocking of the Ship (whether for the purpose of classification, survey or otherwise) with the cost of no more than one inspection per calendar year to be borne by the Owner, unless an Event of Default occurs, in which case the cost of any and all such inspections to be borne by the Owner;

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9.1.7 Prevention of and release from arrest

promptly to pay and discharge all debts, damages, liabilities and outgoings whatsoever which have given or may give rise to maritime, statutory or possessory Hens on, or claims enforceable against, the Ship, her Insurances or any part thereof and, in the event of a writ or libel being filed against the Ship, her Insurances or any part thereof, or of any of the same being arrested, attached or levied upon pursuant to legal process or purported legal process or in the event of detention of the Ship in exercise or purported exercise of any such lien or claim as aforesaid, to procure the release of the Ship, her Insurances from such arrest, detention attachment or levy or, as the case may be, the discharge of the writ or libel forthwith upon receiving notice thereof by providing bail or procuring the provision of security or otherwise as the circumstances may require,

9.1.8 Employment

not to employ the Ship or permit her employment in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country, in carrying illicit or prohibited goods, or in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated and if there are hostilities in any part of the world (whether war has been declared or not) not to employ the Ship or permit her employment in carrying any contraband goods, and the persons responsible for the operation of the Ship shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Ship and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time;

9.1.9 War zones

to ensure that the Ship will not enter or remain in any zone which has been declared a war zone by any government entity or by the Ship’s war risk insurers except if any requirements of the Security Agent and/or the Ship’s insurers necessary to ensure that the Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) are complied with;

9.1.10 Information

promptly to furnish the Security Agent with all such information as it may from time to time require regarding the Ship, her employment, position, use or operation including details of towages and salvages, and copies of all its charter commitments and copies of any applicable operating certificates;

9.1.11 Notification of certain events

to notify the Security Agent forthwith by facsimile thereafter confirmed by letter of:

(a) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for the Ship;

(b) any occurrence which may result in the Ship becoming a Total Loss;

(c) any requisition of the Ship for hire;

(d) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(e) any withdrawal or threat to withdraw any applicable operating certificate;

(f) the issue of any operating certificate required under any applicable code;

(g) the receipt of notification that any application for such a certificate has been refused;

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(h) any requirement or recommendation made in relation to the Ship by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(i) any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances;

9.1.12 Payment of outgoings and evidence of payments

promptly to pay all tolls, dues and other outgoings whatsoever in respect of the Ship and the Ship’s Earnings and Insurances and to keep proper accounting records in respect of the Ship and its Earnings and, as and when the Security Agent may so require, to make such books available for inspection on behalf of the Security Agent, and to furnish satisfactory evidence that the wages and allotments and the insurance and pension contributions of the Ship’s crew are being promptly and regularly paid and that all deductions from its crew’s wages in respect of any applicable Tax liability are being properly accounted for and that the Ship’s master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress;

9.1.13 Repairers’ liens

not without the prior written consent of the Majority Lenders, to put the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed the Major Casualty Amount unless such person shall first have given to the Security Agent in terms satisfactory to it, a written undertaking not to exercise any lien on the Ship or its Earnings for the cost of such work or otherwise;

9.1.14 Notice of Mortgage

to place and at all times and places to retain a properly certified copy of the Mortgage and this Deed (which shall form part of the Ship’s documents) on board the Ship with her papers and cause such certified copy of the Mortgage and this Deed to be exhibited to any and all persons having business with the Ship which might create or imply any commitment or encumbrance whatsoever on or in respect of the Ship (other than a lien for crew’s wages and salvage) and to any representative of the Security Agent and to place and keep prominently displayed in the navigation room and in the Master’s cabin of the Ship a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE”

This Ship is subject to a first priority statutory Maltese mortgage and deed of covenant in favour of KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany.  Under the said mortgage and related documents, neither the Owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew’s wages and salvage”

and in terms of the said notice it is hereby agreed that save and subject as otherwise herein provided, neither the Owner nor the Charterer nor any other charterer nor the Master of the Ship nor any other person has any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew’s wages and salvage; and

9.1.15 Anti-drug abuse

without prejudice to clause 9.1.8, to take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America or any similar legislation applicable to the Ship in any jurisdiction in or to which the Ship shall be employed or located or trade or which may otherwise be applicable to the Ship and/or the Owner and/or (during the Charter Period) the Charterer and, if the Security Agent shall so require, to enter into a “Carrier Initiative Agreement” with the United States Customs and Border Protection and to procure that the same agreement (or any similar agreement

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hereafter introduced by any government entity of the United States of America) is maintained in full force and effect and performed by the Owner (during the Non-Charter Period) or Charterer (during the Charter Period).

10 Powers of Security Agent to protect security and remedy defaults

10.1 Protective action

The Security Agent shall, without prejudice to its other rights, powers and remedies under any of the Finance Documents, be entitled (but not bound) at any time, and as often as may be necessary, to take any such action as it may in its discretion think fit for the purpose of protecting or maintaining the security created by this Deed and the other Finance Documents, and all Expenses attributable thereto shall be payable by the Owner on demand.

10.2 Remedy of defaults

Without prejudice to the generality of the provisions of clause 10.1:

10.2.1 if the Owner fails to comply with any of the provisions of clause 9.1.1 the Security Agent shall be entitled (but not bound) to effect and thereafter to maintain all such insurances upon the Ship as the Security Agent may in its discretion think fit in order to procure the compliance with such provisions or alternatively, to require the Ship (at the Owner’s or, during the Charter Period, the Charterer’s risk) to remain in, or to proceed to and remain in a port designated by the Security Agent until such provisions are fully complied with;

10.2.2 if the Owner or the Charterer fails to comply with any of the provisions of clauses 9.1.2, 9.1.4 or 9.1.5, the Security Agent shall be entitled (but not bound) to arrange for the carrying out of such repairs, changes or surveys as the Security Agent may deem expedient or necessary in order to procure the compliance with such provisions; and

10.2.3 if the Owner or the Charterer fails to comply with any of the provisions of clause 9.1.7 the Security Agent shall be entitled (but not bound) to pay and discharge all such debts, damages, liabilities and outgoings as are therein mentioned and/or to take any such measures as the Security Agent may deem expedient or necessary for the purpose of securing the release of the Ship in order to procure the compliance with such provisions,

and the Expenses attributable to the exercise by the Security Agent of any such powers shall be payable by the Owner to the Security Agent on demand.

11 Powers of Security Agent on Event of Default

11.1 Powers

Upon the happening of any Event of Default, the Security Agent shall become forthwith entitled by notice given to the Borrowers by the Agent in accordance with the provisions of clause 30.24 of the Loan Agreement to declare the Outstanding Indebtedness or any part thereof to be due and payable immediately or in accordance with such notice whereupon the Outstanding Indebtedness or the relevant part thereof shall become so due and payable and (whether or not the Security Agent shall have given any such notice) the Security Agent shall become forthwith entitled, as and when the Security Agent may see fit, to put into force and exercise in relation to the Mortgaged Property and/or the Charterer’s Assigned Property or any part thereof all or any of the rights, powers and remedies possessed by it as mortgagee and/or assignee of the Mortgaged Property and/or the Charterer’s Assigned Property (whether at law, by virtue of the Mortgage and this Deed or otherwise) and in particular (without limiting the generality of the foregoing):

11.1.1 to take possession of the Ship;

11.1.2 to require that all policies, contracts, certificates of entry and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be

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delivered forthwith to such adjusters and/or brokers and/or other insurers as the Security Agent may nominate;

11.1.3 to collect, recover, compromise and give a good discharge for, all claim s then outstanding or thereafter arising under the Insurances or any of them or in respect of any other part of the Mortgaged Property and/or the Charterer’s Assigned Property, and to take over or institute (if necessary using the name of the Owner or, as the case may be, the Charterer) all such proceedings in connection therewith as the Security Agent in its absolute discretion thinks fit, and, in the case of the Insurances, to permit the brokers through whom collection or recovery is effected to charge the usual brokerage therefor;

11.1.4 to discharge, compound, release or compromise claims in respect of the Ship or any other part of the Mortgaged Property and/or the Charterer’s Assigned Property which have given or may give rise to any charge or lien or other claim on the Ship or any other part of the Mortgaged Property and/or the Charterer’s Assigned Property or which are or may be enforceable by proceedings against the Ship or any other part of the Mortgaged Property and/or the Charterer’s Assigned Property;

11.1.5 to sell the Ship or any share or interest therein with or without prior notice to the Owner, and with or without the benefit of any charterparty (excluding the Charter), and free from any claim by the Owner (whether in admiralty, in equity, at law or by statute) by public auction or private contract, at such place and upon such terms as the Security Agent and/or the Finance Parties in their absolute discretion may determine, with power to postpone any such sale, and without being answerable for any loss occasioned by such sale or resulting from postponement thereof and with power, where the Security Agent and/or the Finance Parties or any of them purchase the Ship, to make payment of the sale price by making an equivalent reduction in the amount of the Outstanding Indebtedness in the manner referred to in clause 12.1;

11.1.6 to manage, insure, maintain and repair the Ship, and to employ, sail or lay up the Ship in such manner and for such period as the Security Agent and/or the Finance Parties or any of them, in their absolute discretion, deems expedient accounting only for net profits arising from any such employment; and

11.1.7 to recover from the Owner on demand all Expenses incurred or paid by the Security Agent in connection with the exercise of the powers (or any of them) referred to in this clause 11.

11.2 Receiver

11.2.1 Appointment

At any time after the Outstanding Indebtedness shall have become due and payable in accordance with a notice given by the Security Agent to the Borrowers pursuant to clause 30.24 of the Loan Agreement, the Security Agent shall be entitled (but not bound) by writing executed as a deed or under the hand of any Director or officer of the Security Agent to appoint any person or persons to be a receiver and/or manager of the Mortgaged Property or any part thereof (with power to authorise any joint receiver and/or manager to exercise any power independently of any other joint receiver and/or manager) and may from time to time fix his remuneration, and may remove any receiver and/or manager so appointed and appoint another in his place.  Any receiver and/or manager so appointed shall be the agent of the Owner and the Owner shall be solely responsible for his acts or defaults and for his remuneration, and such receiver and/or manager so appointed shall have all powers conferred by the Law of Property Act 1925 without the restrictions contained in sections 93 and 103 of that Act and, in addition, power on behalf of and at the cost of the Owner (notwithstanding any liquidation of the Owner) to do or omit to do anything which the Owner could do or omit to do in relation to the Mortgaged Property or any part thereof and in particular (but without prejudice to the generality of the foregoing) any such receiver and/or manager may exercise all the powers and discretions conferred on the Security Agent by the Mortgage and this Deed.

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11.2.2 Remuneration

Any Receiver shall be entitled to remuneration appropriate to the work and responsibilities involved, upon the basis of charging from time to time adopted by the Receiver in accordance with the current practice of his firm, without being limited to the maxim um rate specified in section 109(6) of the Law of Property Act 1925.

11.3 Liability of Security Agent in possession

Neither the Security Agent nor any Finance Party nor any Receiver shall be liable as mortgagee in possession in respect of all or any of the Mortgaged Property and/or the Charterer’s Assigned Property to account or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection therewith for which a mortgagee in possession may be liable as such.

11.1 Dealings with Security Agent or Receiver

Upon any sale of the Ship or any share or interest therein by the Security Agent and/or the Finance Parties or any of them pursuant to clause 11.1.5 or pursuant to clause 17.1, or by any Receiver, the purchaser shall not be bound to see or enquire whether the power of sale of the Security Agent and/or the Finance Parties (or the Receiver, as the case may be) has arisen in the manner provided in this Deed and the sale shall be deemed to be within their power and the receipt of the Security Agent and/or the Finance Parties (or the Receiver, as the case may be) for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor and the sale shall operate to divest the Owner of all rights, title and interest of any nature whatsoever in the Ship and to bar any such interest of the Owner and all persons claiming through or under the Owner.

12 Application of moneys

12.1 Application

All moneys received by the Security Agent or any Receiver in respect of:

12.1.1 sale of the Ship or any share or interest therein;

12.1.2 recovery under the Insurances (other than under any loss of earnings insurance and any such sum or sums as may have been received by the Security Agent in accordance with the relevant Loss Payable Clause in respect of a major casualty as therein defined and paid over to the Owner as provided in clause 3.1.2(a) or the Charterer as provided in clause 5.1.1(a) or which fall to be otherwise applied under clause 12.4); and

12.1.3 Requisition Compensation,

shall be held by it upon trust in the first place to pay or make good the Expenses and the balance shall be applied in the manner specified in clause 34.24.1 of the Loan Agreement.

12.2 Shortfalls

In the event that the balance referred to in clause 12.1 is insufficient to pay in full the whole of the Outstanding Indebtedness, the Security Agent or the Receiver, as the case may be shall be entitled to collect the shortfall from the Owner or, as the case may be, the Charterer or any other person liable for the time being therefor.

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12.3 Application of Owner’s Earnings received by Security Agent or Receiver

Any moneys received by the Security Agent or any Receiver in respect of the Owner’s Earnings shall:

12.3.1 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver, after the occurrence of a Default but prior to the occurrence of an Event of Default, be retained by the Security Agent or any Receiver and shall be paid over by the Security Agent or any Receiver, to the Owner’s Operating Account at such times, in such amounts and for such purposes and/or shall be applied by the Security Agent or any Receiver, in or towards satisfaction of any sums from time to time accruing due and payable by the Owner under the Finance Documents or any of them or by virtue of payment demanded thereunder, in each case as the Security Agent or any Receiver, may in its absolute discretion determine; and

12.3.2 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver, after the occurrence of an Event of Default, be applied by the Security Agent or any Receiver, in the manner specified in clause 12.1 and/or clause 12.3.1, as the Security Agent or any Receiver, may in its absolute discretion determine.

12.4 Application of Insurances received by Security Agent or Receiver

Any moneys received by the Security Agent or any Receiver in respect of the Insurances (other than in respect of recovery under any loss of earnings insurance or in respect of a Total Loss) pursuant to the Mortgage and/or the assignments by the Owner and the Charterer contained in clauses 3.1 and 5.1 shall:

12.4.1 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver, after the occurrence of a Default but prior to the occurrence of an Event of Default, be retained by the Security Agent or any Receiver and shall be paid over by the Security Agent or any Receiver to the Owner (during the Non-Charter Period) or to the Charterer (during the Charter Period) at such times, in such amounts and for such purposes and/or shall be applied by the Security Agent or any Receiver in or towards satisfaction of any sums from time accruing due and payable by the Owner and/or the Charterer (as the case may be) under the Finance Documents or any of them or by virtue of payment demanded thereunder, in each case as the Security Agent or any Receiver may in its absolute discretion determine; and

12.4.2 if received by the Security Agent, or in the hands of the Security Agent or any Receiver, after the occurrence of an Event of Default, be applied by the Security Agent or any Receiver in the manner specified in clause 12.1 and/or clause 12.4.1, as the Security Agent or may in its absolute discretion determine.

13 Remedies cumulative and other provisions

13.1 No implied waivers; remedies cumulative

No failure or delay on the part of the Security Agent to exercise any right, power or remedy vested in it under any of the Finance Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Security Agent of any right, power or remedy nor the discontinuance, abandonment or adverse determination of any proceedings taken by the Security Agent to enforce any right, power or remedy preclude any other or further exercise thereof or proceedings to enforce the same or the exercise of any other right, power or remedy nor shall the giving by the Security Agent of any consent to any act which by the terms of this Deed requires such consent prejudice the right of the Security Agent to withhold or give consent to the doing of any other similar act.  The remedies provided in the Finance Documents are cumulative and are not exclusive of any remedies provided by law.

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13.2 Delegation

The Security Agent shall be entitled, at any time and as often as may be expedient, to delegate all or any of the powers and discretions vested in it by the Mortgage and this Deed (including the power vested in it by virtue of clause 15) or any of the other Finance Documents in such manner, upon such terms, and to such persons as the Security Agent in its absolute discretion may think fit.

13.3 Incidental powers

The Security Agent shall be entitled to do all acts and things incidental or conducive to the exercise of any of the rights, powers or remedies possessed by it as mortgagee of the Ship (whether at law, under the Mortgage and/or this Deed or otherwise) and in particular (but without prejudice to the generality of the foregoing), upon the Security Agent becoming entitled to exercise any of its powers under clause 11.1, the Security Agent shall be entitled to discharge any cargo on board the Ship (whether the same shall belong to the Owner or any other person) and to enter into such other arrangements in respect of the Ship, her insurances, management, maintenance, repair, classification and employment in all respects as if the Security Agent were the owner of the Ship.

14 Costs and indemnity

14.1 Costs

The Owner shall pay to the Security Agent on demand on a full indemnity basis all expenses or liabilities of whatsoever nature (including legal fees, fees of insurance advisers, printing, out-of-pocket expenses, stamp duties, registration fees and other duties or charges) together with any value added tax or similar tax payable in respect thereof, incurred by the Security Agent or any Finance Party in connection with the enforcement of, or preservation of any rights under the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents or otherwise in respect of the Outstanding Indebtedness and the security therefor or in connection with the preparation, completion, execution or registration of this Deed, the Mortgage, the Loan Agreement, the Hedging Master Agreement or any of the other Finance Documents.

14.2 Security Agent’s and Receiver’s indemnity

The Owner hereby agrees and undertakes to indemnify the Security Agent and any Receiver against all losses, actions, claims, expenses, demands, obligations and liabilities whatever and whenever arising which may now or hereafter be incurred by the Security Agent or any Finance Party or any such Receiver, or by any manager, agent, officer or employee for whose liability, act or omission it or he may be answerable, in respect of, in relation to, or in connection with anything done or omitted in the exercise or purported exercise of the powers contained in the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents or otherwise in connection therewith and herewith or with any part of the Mortgaged Property and/or the Charterer’s Assigned Property or otherwise howsoever in relation to, or in connection with, any of the matters dealt with in the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents.

15 Attorney

15.1 Power

By way of security, the Owner and the Charterer each hereby irrevocably appoints the Security Agent and any Receiver, jointly and also severally, to be its attorney generally for and in its name and on its behalf and as its act and deed or otherwise to execute, seal and deliver and otherwise perfect and do all such deeds, assurances, agreements, instruments, acts and things which may be required for the full exercise of all or any of the rights, powers or remedies conferred by the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents or which may be deemed proper in or in connection with all or any of the purposes aforesaid (including, in the case of the Owner and without prejudice to the generality of the foregoing, the execution and

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delivery of a bill of sale of the Ship and to apply for the closure of the Maltese Registry in respect of the Ship in accordance with Section 28 of the Merchant Shipping Act, Cap. 234 of Malta and to pay all such fees, make all such declarations and receive all such certificates, including the deletion certificate as may be necessary and the power to procure at any time from the Registrar General of Shipping in Malta copies duly authenticated by him of the Finance Documents or any of them).  The power hereby conferred shall be a general power of attorney under the Powers of Attorney Act 1971, and each of the Owner and the Charterer ratifies and confirms, and agrees to ratify and confirm, any deed, assurance, agreement, instrument, act or thing which the Security Agent or the Receiver may execute or do pursuant thereto.  Provided always that such power shall not be exercisable by or on behalf of the Security Agent until the happening of an Event of Default.

15.2 Exercise of power

The exercise of such power by or on behalf of the Security Agent or any Receiver shall not put any person dealing with the Security Agent or the Receiver upon any enquiry as to whether any Event of Default has happened, nor shall such person be in any way affected by notice that no such Event of Default has happened, and the exercise by the Security Agent or the Receiver of such power shall be conclusive evidence of the Security Agent’s or such Receiver’s right to exercise the same.

15.3 Filings

The Owner and the Charterer each hereby irrevocably appoints the Security Agent and any Receiver jointly and also severally to be its attorney in its name and on its behalf and as its act and deed or otherwise of it, to agree the form of and to execute and do all deeds, instruments, acts and things in order to file, record, register or enrol the Mortgage and/or this Deed in any court, public office or elsewhere which the Security Agent may in its discretion consider necessary or advisable, now or in the future, to ensure the legality, validity, enforceability or admissibility in evidence thereof and any other assurance, document, act or thing required to be executed by the Owner or the Charterer pursuant to clause 16.

16 Further assurance

The Owner and the Charterer each hereby further undertakes at its own expense from time to time to execute, sign, perfect, do and (if required) register every such further assurance, document, act or thing as in the opinion of the Security Agent may be necessary or desirable for the purpose of more effectually mortgaging and charging, respectively, the Mortgaged Property and the Charterer’s Assigned Property or perfecting the security constituted or intended to be constituted by the Mortgage and this Deed.

17 Sale of Ship

17.1 Termination of Charter

Notwithstanding anything contained in the Charter, if and when the Security Agent becomes entitled to put into force and exercise all the powers possessed by it as mortgagee of the Ship or otherwise pursuant to the Mortgage or at any time thereafter, the Security Agent shall be entitled (but not bound) to terminate the Charter at any time by notice in writing to the Owner and the Charterer which notice shall operate to terminate the Charter forthwith if the Ship is then in port and free of cargo or otherwise upon completion of the voyage (including discharge of cargo if any) upon which the Ship was engaged at the time when the said notice to terminate was given.

17.2 Preservation of Owner’s rights

If the circumstances in which the Security Agent becomes entitled under clause 17.1 to terminate the Charter shall constitute or include grounds on which the Owner was entitled to terminate the same, any termination by the Security Agent shall (as between the Owner and the Charterer) operate as an acceptance by the Owner of the Charterer’s repudiation of the Charter and the Owner’s right to recover damages in respect of such repudiation shall be fully preserved.

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17.3 Owner’s breach

Notwithstanding anything herein contained, the Owner shall remain liable to perform all the obligations assumed by it under the Charter and the Security Agent shall have no obligations whatsoever thereunder or be under any liability whatsoever to the Charterer in event of any failure by the Owner to perform its obligations thereunder or hereunder.

17.4 Sale free of Charter

Notwithstanding anything herein contained, in the event of a sale of the Ship during the Charter Period pursuant to the power vested in the Security Agent by virtue of the Finance Documents, such sale shall be free of the Charter and in such an event, the Owner and the Charterer shall enter into such form of agreement or agreements as the Security Agent may require for determination of the Charter by mutual consent.

18 Quiet enjoyment

The Security Agent hereby agrees that for as long as the Charterer is not in breach of any of the terms of the Charter or this Deed, the Security Agent shall not take any action in relation to the Loan Agreement or this Deed or any of the other Finance Documents, which action would have the effect of interfering with the Charterer’s quiet enjoyment of the Ship.

19 Security shortfall and purchase obligation

Notwithstanding anything to the contrary contained in the Charter, the Charter Guarantee, this Deed or any other Finance Document, each of the Owner and the Charterer agree, undertake and acknowledge with the Security Agent that:

19.1 notwithstanding the provisions of clause 36 (SECURITY SHORTFALL) or any other provisions of the Charter, as between the Owner and the Finance Parties, the obligations of the Owner and the other Borrowers under clause 25.12 of the Loan Agreement continue to be obligations of the Borrowers towards the Finance Parties and nothing in such clause 36 (SECURITY SHORTFALL) or any other provisions of the Charter shall relieve any of them or any other Guarantor or any other Obligor from any such obligations; and

19.2 notwithstanding the provisions of clauses 38 (PURCHASE OBLIGATION) and 39 (SALE OF THE VESSEL BY PURCHASE OBLIGATION) or any other provisions of the Charter, in the event that the net proceeds of a sale under clause 38 (PURCHASE OBLIGATION) and 39 (SALE OF THE VESSEL BY PURCHASE OBLIGATION) of the Charter would be insufficient to discharge the prepayment obligations of the Borrowers in respect of such sale under clause 7.6 of the Loan Agreement, then neither the Security Agent nor any other Finance Parties shall be bound by such provisions and the rights and remedies of the Finance Parties under the Loan Agreement and the other Finance Documents shall remain unaffected by the same (and, in particular, the rights of the Finance Parties to not approve a sale of the Ship and/or to receive a prepayment of the Loan and any other amounts as a result of any such sale of the Ship, as set out in the Loan Agreement and the other Finance Documents, shall remain unaffected by the provisions of the Charter).

20 Payments and Taxes

20.1 Grossing up

If at any time the Charterer is required to make any deduction or withholding in respect of Taxes from any payment due to the Security Agent for the account of the Security Agent, the sum due from the Charterer in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Security Agent receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Charterer shall indemnify the Security Agent against any losses or costs incurred by it by reason of any failure of the Charterer to make any

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such deduction or withholding or by reason of any increased payment not being made on the due date for such payment.  The Charterer shall promptly deliver to the Security Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.

20.2 No set-off or counterclaim

All payments to be made by the Charterer to the Security Agent under the this Deed shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 20.1, free and clear of any deductions or withholdings, in Dollars on the due date to the account of the Security Agent referred to in clause 6 of the Loan Agreement.

20.3 Currency indemnity

If any sum due from the Charterer to the Security Agent pursuant to this Deed or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable under this Deed or under such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or proof against the Charterer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Mortgage or this Deed, the Charterer shall indemnify and hold harmless the Security Agent from and against any loss suffered as a result of any difference between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Security Agent may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.Any amount due from the Charterer under this clause 20.3 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Deed and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

21 Notices

Every notice, request, demand or other communication under this Deed shall:

21.1.1 be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication in permanent written form;

21.1.2 be deemed to have been received in the case of a letter, when delivered personally or three (3) days after it has been put in to the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day); and

21.1.3 be sent:

(a) if to the Owner at:

c/oTMS Dry Ltd.11 Frangoklissias street151 25 Maroussi, Attiki, Greece

Fax no:+30 210 8090205Attention:   Mr. Dimitris Glynos

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(b) if to the Charterer at:

c/o Dryships Management Services Inc.Athens Licensed Shipping Office109 Kifisias Avenue and Sina Street151 24 Maroussi, Attiki, Greece

Fax no:+30 210 80 90 575Attention:   Dimitrios Dreliozis

or to such other address and/or numbers as is notified by one party to the other parties under this Deed.

22 Counterparts

This Deed may be entered into in the form of two or more counterparts, each executed by one or more of the parties, and, provided all the parties shall so execute this Deed, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall constitute one instrument.

23 Severability of provisions

Each of the provisions in this Deed are severable and distinct from the others, and if at any time one or more such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Deed shall not in any way be affected or impaired thereby.

24 Law and jurisdiction

24.1 Law

This Deed and any non-contractual obligations in connection with this Deed are governed by, and shall be construed in accordance with, English law.

24.2 Submission to jurisdiction

For the benefit of the Security Agent, the parties hereto irrevocably agree that any legal action or proceedings in connection with this Deed may be brought in the English courts, or in the courts of any other country chosen by the Security Agent, each of which shall have jurisdiction to settle any disputes arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed).  Each of the Owner and the Charterer irrevocably and unconditionally submits to the jurisdiction of the English courts, and the courts of any country chosen by the Security Agent and irrevocably designates, appoints and empowers Ince Process Agents Ltd. Aldgate Tower, 2 Leman Street, London, E1 8QN, England to receive, for it and on its behalf, service of process issued out of the English courts in any legal action or proceedings arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed).  The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Security Agent to take proceedings against the Owner and/or the Charterer in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.  The parties further agree that only the courts of England and not those of any other State shall have jurisdiction to determine any claim which the Owner or the Charterer may have against the Security Agent arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed).

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24.3 Contracts (Rights of Third Parties) Act 1999

No term of this Deed is enforceable under the provisions of the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Deed.

IN WITNESS whereof this Deed has been duly executed as a deed the day and year first above written.

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Schedule 1

Forms of Loss Payable Clauses

Part A - Charter Period

1 Hull and machinery (marine and war risks)

By a Tripartite Deed of Covenant dated [ · ] 2018 PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) and LUCINA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”) have each assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner’s and the Charterer’s rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner and/or the Charterer in respect of the vessel Pink Sands and accordingly:

(a) all claims hereunder in respect of an actual or constructive or compromised or arranged total loss, and all claims in respect of a major casualty (that is to say any casualty the claim in respect of which exceeds One million Dollars (US$1,000,000) (or the equivalent in any other currency) inclusive of any deductible shall be paid in full to the Mortgagee or to its order; and

(b) all other claims hereunder shall be paid in full to the Charterer or to its order, unless and until the Mortgagee shall have notified insurers hereunder to the contrary, whereupon all such claims shall be paid to the Mortgagee or to its order.

2 War risks

It is noted that KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) is interested as first mortgagee in the subject matter of this insurance.  Save as hereinafter provided, all claims (whether in respect of actual, constructive, arranged or compromised total loss or otherwise) which, but for this Loss Payable Clause would be payable to PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) or LUCINA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”) shall be payable to the Mortgagee provided always that unless and until notice in writing to the contrary has been received by the Association, claims (other than total loss claims) not exceeding One million Dollars (US$1,000,000) (or the equivalent in any other currency) in respect of any one claim shall be paid direct to the Owner or the Charterer to its order.

3 Protection and indemnity

Payment of any recovery which PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) or LUCINA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”) is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Owner or the Charterer, shall be made to the Owner or the Charterer or to its order, unless and until the Association receives notice to the contrary from KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee1’) in which event all recoveries shall thereafter be paid to the Mortgagee or its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until the expiry of two (2) clear business days from the receipt of such notice.

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Part B - Non-Charter Period

1 Hull and machinery (marine and war risks)

By a Tripartite Deed of Covenant dated [ · ] 2018, PLIADES OWNINGCO M PANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) has assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner’s rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of the vessel Pink Sands and accordingly:

(a) all claims hereunder in respect of an actual or constructive or compromised or arranged total loss, and all claims in respect of a major casualty (that is to say any casualty the claim in respect of which exceeds One million Dollars (US$1,000,000) (or the equivalent in any other currency inclusive of any deductible)) shall be paid in full to the Mortgagee or to its order; and

(b) all other claims hereunder shall be paid in full to the Owner or to its order, unless and until the Mortgagee shall have notified insurers hereunder to the contrary, whereupon all such claims shall be paid to the Mortgagee or to its order.

2 War risks

It is noted that KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) is interested as first mortgagee in the subject matter of this insurance.  Save as hereinafter provided, all claims (whether in respect of actual, constructive, arranged or compromised total loss or otherwise) which, but for this Loss Payable Clause would be payable to PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) shall be payable to the Mortgagee provided always that unless and until notice in writing to the contrary has been received by the Association, claims (other than total loss claims) not exceeding One million Dollars (US$1,000,000) (or the equivalent in any other currency) in respect of any one claim shall be paid direct to the Owner or to its order.

3 Protection and indemnity

Payment of any recovery which PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Owner, shall be made to the Owner or to its order, unless and until the Association receives notice to the contrary from KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) in which event all recoveries shall thereafter be paid to the Mortgagee or its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until the expiry of two (2) clear business days from the receipt of such notice.

4 Loss of earnings

By a Tripartite Deed of Covenant dated [ · ] 2018 PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner’s rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of m.v. Pink Sands and accordingly all claims hereunder shall be paid in full to NL40ABNA0248742469 unless and until the Mortgagee shall have notified the insurers hereunder to the contrary, whereupon in either case all such claims shall be paid to the Mortgagee or its order.

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Schedule 2

Forms of Notices of Assignment of Insurances

Part A - Charter Period Notice of Assignment

(For attachment by way of endorsement to the Policy)

PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands and LUCINA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands, the owners and demise charterers, respectively, of the motor vessel Pink Sands HEREBY GIVE NOTICE that by a Tripartite Deed of Covenant dated [ · ] 2018 and entered into by us with KfW IPEX-BANK GmbH there has been assigned by us to KfW IPEX-BANK GmbH as mortgagees of the said vessel all insurances in respect thereof, including the insurances constituted by the policy whereon this notice is endorsed.

Signed

For and on behalf of

PLIADES OWNING COMPANY LIMITED

Dated [●] 2018

Signed

For and on behalf of

LUCINA MARINE INC.

Dated [●] 2018

39

Part B - Non-Charter Period

Notice of Assignment

(For attachment by way of endorsement to the Policy)

PLIADES OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands, the owners of the m.v Pink Sands HEREBY GIVE NOTICE that b y a Tripartite Deed of Covenant dated [ · ] 2018 and entered into by us with KfW IPEX-BANK GmbH and others there has been assigned by us to KfW IPEX-BANK GmbH as mortgagees of the said vessel all insurances in respect thereof, including the insurances constituted by the policy whereon this notice is endorsed.

Signed

For and on behalf of

PLIADES OWNING COMPANY LIMITED

Dated [●] 2018

40

Schedule 3

Form of Notice of Assignment of Owner’s Earnings

To:  LUCINA MARINE INC.

m.v. Pink Sands

We refer to the bareboat charter dated 19 November 2018 (the “Charterparty”) made between us, PLIADES OWNING COMPANY LIMITED, and you, LUCINA MARINE INC., whereby we agreed to let and you agreed to take on bareboat charter for the period and upon the terms and conditions therein mentioned the vessel Pink Sands registered in our name under the flag of Malta.

NOW WE HEREBY GIVE YOU NOTICE:

1 that, by a Tripartite Deed of Covenant dated [ · ] 2018 made between us, you and KfW IPEX- BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Assignee”),we have assigned to the Assignee all our rights, title and interest to and in any moneys whatsoever payable to us under the Charterparty including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by you of the Charterparty; and

2 that you are hereby irrevocably authorised and instructed to pay such moneys as aforesaid to our account held with the Assignee with account number NL40ABNA0248742469 or to such other account as the Assignee may from time to time direct.

The authority and instructions hereby contained cannot be revoked or varied by us without the consent of the Assignee.

For and on behalf of

PLIADES OWNING COMPANY LIMITED

Dated [●] 2018

To:  PLIADES OWNING COMPANY LIMITED and KfW IPEX-BANK GmbH

We acknowledge receipt of the notice set out above and consent to the assignment referred to herein This letter is governed by English law.

For and on behalf of

LUCINA MARINE INC.

Dated [●] 2018

41

Schedule 4

Form of Notice of Assignment of Charter Guarantee and Acknowledgement

To:DRYSHIPS INC.

m.v. Pink Sands

We refer to:

(a) the “Barecon 2001 bareboat” charterparty (the “Charter”) dated as of 19 November 2018 made between (i) us PLIADES OWNING COMPANY LIMITED and (ii) LUCINA MARINE INC. (the “Charterer”) whereby we agreed to let and the Charterer agreed to take on bareboat charter for the period and upon the terms and conditions therein mentioned the vessel Pink Sands registered in our name under the Maltese flag; and

(b) the guarantee contained in the Charter (the “Charter Guarantee”) whereby you guaranteed the obligations of the Charterer under the Charter.

NOW WE HEREBY GIVE YOU NOTICE:

1 that, by a Deed dated [ · ] 2018 made between us and KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany acting for the purposes of this Deed through its office at Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) and others, we have assigned to the Mortgagee all our rights title and interest to and in any moneys whatsoever payable to us under the Charter and the Charter Guarantee and all other rights and benefits whatsoever accruing to us under the Charter and the Charter Guarantee including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by the Charterer of the Charter; and

2 that you are hereby irrevocably authorised and instructed to pay such moneys as aforesaid to our bank account held with the Mortgagee with account number NL40ABNA0248742469 or to such other account as the Mortgagee may from time to time direct.

The authority and instructions herein contained cannot be revoked or varied by us without the consent of the Mortgagee.

For and on behalf of

PLIADES OWNING COMPANY LIMITED

Dated [●] 2018

42

To: Pliades Owning Company LimitedandKfW Ipex-Bank GmbH

We acknowledge receipt of the notice set out above (the “Notice”) and consent to the assignment referred to therein and, in consideration of US$10 and other good and valuable consideration (the receipt and adequacy of which we hereby acknowledge), we hereby undertake with, and confirm to, the Mortgagee as follows:

(a) to pay all amounts due from us under the Charter Guarantee in full in Dollars (and without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings) to the account specified in the Notice or to such other account as the Mortgagee will require, or to the Mortgagee or its order;

(b) to permit the Mortgagee to enforce all other rights and benefits whatsoever accrued or accruing to the Owner under the Charter Guarantee to and for this purpose to take over or institute proceedings in respect thereof;

(c) not, without the prior written consent of the Mortgagee to agree to any variation of the Charter Guarantee;

(d) to perform our obligations under the Charter Guarantee; and

(e) that we have not received any notice of, any prior charge, assignment or encumbrance over the Owner’s right, title and interest in and to the Charter Guarantee.

Words and expressions defined in the Notice shall have the same meanings when used herein.  This letter is governed by English law.

Yours faithfully

For and on behalf of

DRYSHIPS INC.

Dated [●] 2018

43

EXECUTED as a DEED	)
by Dimitrios Glynos	)
for and on behalf of	)
PLIADES OWNING COMPANY LIMITED	)
	)
as Owner	)	/s/ Dimitrios Glynos
in the presence of:	)	Attorney-in-fact

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis
Address:
Occupation:	Solicitor
	Norton Rose Fulbright Greece

EXECUTED as a DEED	)
by Dimitrios Glynos	)
for and on behalf of	)
LUCINA MARINE INC.	)
	)
as Charterer	)	/s/ Dimitrios Glynos
in the presence of:	)	Attorney-in-fact

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis
Address:
Occupation:	Solicitor
	Norton Rose Fulbright Greece

EXECUTED as a DEED	)
by	)
and by
for and on behalf of	)
KfW IPEX-BANK GmbH	)
	)
as Security Agent	)	/s/ Christos Magklaras
in the presence of:	)	Authorised signatory

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis	Christos Magklaras
Address:
Occupation:	Solicitor	Solicitor
	Norton Rose Fulbright Greece	Norton Rose Fulbright Greece

EX-4.80

Exhibit 4.80

Private & Confidential

Dated 27 November 2018

HARPINA OWNING COMPANY LIMITED as Owner   and   SALACIA MARINE INC. as Charterer   and   KfW IPEX-BANK GmbH as Security Agent     (1)         (2)         (3)

TRIPARTITE DEED OF COVENANT

relating to

m.v. “Xanadu''

NORTON ROSE FULBRIGHT

Contents

Clause	Page
1Definitions	2
2Representations and warranties	7
3Mortgage and assignment	9
4Covenant to pay	11
5Charterer's assignment	11
6Continuing security and other matters	12
7Owner's undertakings	15
8Charterer's undertakings	18
9Covenants concerning insurance and operational matters	21
10Powers of Security Agent to protect security and remedy defaults	27
11Powers of Security Agent on Event of Default	27
12Application of moneys	29
13Remedies cumulative and other provisions	30
14Costs and indemnity	31
15Attorney	31
16Further assurance	32
17Sale of Ship	32
18Quiet enjoyment	33
19Security shortfall and purchase obligation	33
20Payments and Taxes	33
21Notices	34
22Counterparts	35
23Severability of provisions	35
24Law and jurisdiction	35
Schedule 1 Forms of Loss Payable Clauses	37
Schedule 2 Forms of Notices of Assignment of Insurances	39
Schedule 3 Form of Notice of Assignment of Owner's Earnings	41
Schedule 4 Form of Notice of Assignment of Charter Guarantee and Acknowledgement	42

THIS TRIPARTITE DEED OF COVENANT is dated 27 November 2018 and made BETWEEN:

(1) HARPINA OWNING COMPANY LIMITED a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the “Owner”);

(2) SALACIA MARINE INC. a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (the “Charterer”); and

(3) KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany acting for the purposes of this Deed through its office at Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany in its capacity as security agent and trustee for and on behalf of the Finance Parties (as defined below) (the “Security Agent”).

WHEREAS

(A) The Owner is the sole, absolute and unencumbered (save under the Mortgage as defined below), legal and beneficial owner of all the shares in the Ship described in clause 1.2;

(B) by a facility agreement dated 30 September 2016 (the “Principal Agreement”) as amended and supplemented by a supplemental agreement dated 22 September 2017 (the “Supplemental Agreement”) and as further amended and restated by a second supplemental agreement dated 9 October 2018 (the “Second Supplemental Agreement” and together with the Principal Agreement and the Supplemental Agreement, the “Loan Agreement”) and made between, inter alios, (1) the Owner and the other companies whose names are set out in schedule 1 of the Principal Agreement as joint and several borrowers (therein referred to as the “Borrowers”),(2) KfW IPEX-Bank GmbH as arranger (in such capacity the “Arranger”),as agent (in such capacity the “Agent”) and as Security Agent, (3) KfW IPEX-Bank GmbH as hedging provider (in such capacity the “Hedging Provider”),(4) the banks and financial institutions referred to therein as lenders (the “Lenders” and together with the Arranger, the Agent, the Security Agent and the Hedging Provider, the “Finance Parties”) and (5) Capeships Inc., Holdships Inc. and Melite Owning Company Limited as guarantors, the Lenders have made available to the Borrowers, upon the terms and conditions therein contained, a loan facility of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500);

(C) the Owner has executed in favour of the Security Agent a statutory Maltese mortgage dated 15 February 2017 (the “Mortgage”) in account current form constituting a first priority mortgage of all the shares in m.v. Xanadu registered under the Maltese flag under the Port of Valletta under Official No. 9724661 (the “Ship”) and a deed of covenant collateral thereto (the “Deed of Covenant”);

(D) by a “Barecon 2001” bareboat charter dated 19 November 2018 made between the Owner and the Charterer and as the same may be amended from time to time (the “Charter”),the Owner has agreed to let, and the Charterer has agreed to take, the Ship on demise charter for a certain period of months from the date of delivery of the Ship to the Charterer thereunder upon the terms and conditions therein mentioned;

(E) the Second Supplemental Agreement provided (inter alia) that as a condition precedent to the Lenders’ approval of the Charter, the Owner and the Charterer should enter into a deed supplemental to the Mortgage substantially in the form of this Deed, to secure (inter alia) all sums of money from time to time owing to the Security Agent and/or the Finance Parties under the Loan Agreement; and

(F) this Deed is supplemental to the Loan Agreement and the Mortgage, the Deed of Covenant and to the security thereby created and is the Tripartite Agreement in respect of the Ship referred to in the Loan Agreement.

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NOW THIS DEED WITNESSES AND IT IS HEREBY AGREED as follows:

1 Definitions

1.1 Defined expressions

Words and expressions defined in the Loan Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Deed.

1.2 Definitions

In this Deed, unless the context otherwise requires:

“Account Bank” includes its successors in title;

“Agent” includes its successors in title and its replacements;

“Approved Brokers” means such firm of insurance brokers, appointed by the Owner (including during the Charter Period) as may from time to time be approved in writing by the Security Agent for the purposes of this Deed;

“Charter” means the “Barecon 2001” bareboat charter dated 19 November 2018 made between the Owner and the Charterer as referred to in recital (D) above and as amended and/or supplemented and/or extended and/or renewed and/or novated from time to time;

“Charter Earnings” means all Earnings payable by the Charterer to the Owner under or pursuant to the Charter and/or any moneys payable to the Owner under or pursuant to any guarantee, security or other assurance given to the Owner at any time in respect of the Charterer’s obligations under or pursuant to the Charter;

“Charter Guarantee” means the guarantee contained in the Charter and executed by the Charter Guarantor in favour of the Owner;

“Charter Guarantor” means Dryships Inc. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands and includes its successors in title;

“Charter Period” means such part of the period of the Charter as falls within the Facility Period or, in the event of expiration or determination of the period of the Charter prior to the expiration of the Facility Period, the period down to the expiration or determination of the period of the Charter;

“Charter Rights” means all of the rights of the Owner under or pursuant to the Charter, the Charter Guarantee and any other guarantee, security or other assurance given to the Owner at any time in respect of the Charterer’s obligations under or pursuant to the Charter including (without limitation) the right to receive the Charter Earnings;

“Charterer” means Salacia Marine Inc. of the Republic of the Marshall Islands and includes its successors in title;

“Charterer’s Assigned Property” means all of the Charterer’s rights, title and interest in and to:

(a) the Insurance; and

(b) any Requisition Compensation;

“Collateral Instruments” means notes, bills of exchange, certificates of deposit and other negotiable and non-negotiable instruments, guarantees, indemnities and other assurances against financial loss and any other documents or instruments which contain or evidence an obligation (with or without security) to pay, discharge or be responsible directly or indirectly for, any indebtedness or liabilities of the Borrowers or any of them or any other person liable and

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includes any documents or instruments creating or evidencing a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest of any kind;

“Delivery” means the delivery of the Ship by the Owner, and the acceptance of the Ship by the Charterer, pursuant to the Charter;

“Delivery Date” means the date upon which Delivery occurs;

“Earnings” means all moneys whatsoever from time to time due or payable to any person during the Facility Period arising out of the use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to such person in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest or other encumbrance of any kind securing any obligation of any person or any type of preferential arrangement (including without limitation title transfer and/or retention arrangements having a similar effect);

“Event of Default” means any of the events or circumstances described in clause 30 of the Loan Agreement;

“Expenses” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Security Agent or any other Finance Party or any Receiver) of:

(a) all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature (including, without limitation, Taxes, repair costs, registration fees and insurance premiums) suffered, incurred or paid by the Security Agent or any other Finance Party or any Receiver in connection with the exercise of the powers referred to in or granted by this Deed or otherwise payable by the Owner in accordance with clause 14; and

(b) interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same were suffered, incurred or paid by the Security Agent or any other Finance Party or any Receiver until the date of receipt or recovery thereof (whether before or after judgment) at a rate per annum calculated in accordance with clause 8.3 of the Loan Agreement (as conclusively certified by the Security Agent or any Receiver, as the case may be);

“Facility Period” means the period commencing on the date hereof and terminating upon discharge of the security created by the Finance Documents by payment of all moneys payable thereunder;

“Incapacity” means, in relation to a person, the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding-up, administration, receivership, amalgamation, reconstruction or other incapacity of that person whatsoever (and, in the case of a partnership, includes the termination or change in the composition of the partnership);

“Insurances” means all policies and contracts of insurance (which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Facility Period in place or taken out or entered into by or for the benefit of, among others, the Owner and/or the Charterer (whether in the sole name of the Owner, or in the joint names of the Owner, the Charterer and the Security Agent and/or the Finance Parties or any of them or otherwise) in respect of the Ship and her Earnings or otherwise howsoever in connection with the Ship and all benefits thereof (including claims of whatsoever nature and return of premiums);

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“Loan” means the principal amount advanced by the Lenders to the Borrowers pursuant to the Loan Agreement or, as the context may require, the amount thereof at any time outstanding;

“Loan Agreement” means the facility agreement dated 30 September 2016, as amended, supplemented and restated as mentioned in detail in recital (B) and as the same may be further amended and/or supplemented and/or restated from time to time;

“Loss Payable Clauses” means the provisions regulating the manner of payment of sums receivable under the Insurances which are to be incorporated in the relevant insurance documents, such Loss Payable Clauses to be in the forms set out in Part A of schedule 1 during the Charter Period or in the forms set out in Part B of schedule 1 during any Non-Charter Period, or in such other forms as may from time to time be required or agreed in writing by the Security Agent;

“Major Casualty Amount” means One million Dollars ($1,000,000) (or the equivalent in any other currency);

“Manager” means TMS Dry Ltd., a corporation incorporated in the Republic of the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or any other person approved in writing by the Majority Lenders, and includes its successors in title;

“Mortgage” means the statutory mortgage mentioned in recital (C);

“Mortgaged Property” means:

(a) the Ship;

(b) the Insurances;

(c) the Charter Earnings and all other Owner’s Earnings;

(d) all other Charter Rights; and

(e) any Requisition Compensation;

“Non-Charter Period” means any part of the Facility Period not falling within the Charter Period;

“Notice of Assignment of Insurances” means a notice of assignment in the form set out in Part A of schedule 2 during the Charter Period or in the form set out in Part B of schedule 2 during any Non-Charter Period or in such other form as may from time to time be required or agreed in writing by the Security Agent;

“Outstanding Indebtedness” means the aggregate of the Loan and interest accrued and accruing thereon, the Hedging Exposure, the Expenses and all other sums of money from time to time owing by the Borrowers or any of them to the Security Agent and/or the Finance Parties or any of them, whether actually or contingently, under the Loan Agreement, the Hedging Master Agreement, the other Finance Documents or any of them;

“Owner” includes the successors in title of the Owner;

“Owner’s Earnings” means the Charter Earnings and all other Earnings payable to the Owner;

“Owner’s Operating Account” means an account of the Owner opened or (as the context may require) to be opened by the Owner with the Account Bank with account number NL66ABNA0248741322 and includes any other account designated in writing by the Security Agent to be an Owner’s Operating Account for the purposes of this Deed and it is the “Earnings Account” of the Owner referred to in the Loan Agreement;

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“Port of Registry” means the port of Valetta in Malta or such other port of registry in the Malta approved in writing by the Security Agent on which the Ship is, or is to be, registered at the date of this Deed or at any relevant time hereafter;

“Receiver” means any receiver and/or manager appointed pursuant to clause 11.2;

“Requisition Compensation” means any compensation paid or payable b y a government entity for the requisition for title, confiscation or compulsory acquisition of the Ship;

“Security Agent” includes the successors in title and the replacements of the Security Agent;

“Security Documents” means the Loan Agreement, the Hedging Master Agreement, this Deed, the Deed of Covenant, the Mortgage and any other such document as is defined in the Loan Agreement as a Security Document or as may have been or may hereafter be executed to guarantee and/or secure all or any part of the Loan, interest thereon a n d other moneys from time to time owing by the Borrowers or any of them or any other Obligor pursuant to the Loan Agreement, the Hedging Master Agreement or any other Security Documents (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement);

“Ship” means the vessel Xanadu registered as a Maltese ship at the Port of Valetta under Official Number 9724661 under the laws and flag of Malta and includes any share or interest therein and her engines, machinery, boats, tackle, outfit, equipment, spare gear, fuel, consumable or other stores, belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and also any and all additions, improvements and replacements hereafter made in or to such vessel or any part thereof or in or to her equipment and appurtenances aforesaid; and

“Total Loss” means:

(a) the actual, constructive, compromised or arranged total loss of the Ship; or

(b) requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c) hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention, unless the Ship be released and restored (during any Non-Charter Period) to the Owner or (during the Charter Period) the Charterer (as the case may be) from such hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation within thirty (30) days after the occurrence thereof.

1.3 Insurance terms

In clause 9.1.1:

1.3.1 excess risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims exceeding its insured value;

1.3.2 excess war risk P&l cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including (but not limited to) hull and machinery, crew and protection and indemnity risks;

1.3.3 hull cover means insurance cover against the risks identified in clause 9.1.1(a).

1.3.4 P&l risks means the usual risks (including liability for oil pollution, excess war risk P&l cover) covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection

5

and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover).

1.4 Construction of Mortgage terms

In the Mortgage:

1.4.1 references to “interest” shall be construed as references to interest covenanted to be paid in accordance with clause 4.1.2 and any interest specified in paragraph (b) of the definition of “Expenses” in clause 1.2;

1.4.2 references to “principal” shall be construed as references to all moneys (other than interest) for the time being comprised in the Outstanding Indebtedness;

1.4.3 the term “Account Current” means an account or accounts maintained by the Security Agent, in accordance with its usual practice, evidencing the amounts from time to time lent by, owing to and paid to it under the Finance Documents. Such account or accounts shall, in the absence of manifest error, be conclusive as to the amount from time to time owing by the Owner to the Security Agent and/or the Finance Parties under the Finance Documents and any certificate from the Security Agent as to the amount owing by the Owner under the Finance Documents shall be conclusive in the absence of manifest error, and the sum specified in any such certificate shall be the certain and liquidated sum owing by the Owner to the Security Agent; and

1.4.4 the expression “all sums for the time being owing and from time to time owing to the Mortgagee” means the whole of the Outstanding Indebtedness.

1.5 Headings

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Deed.

1.6 Construction of certain terms

In this Deed, unless the context otherwise requires:

1.6.1 references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Deed and references to this Deed include its schedules;

1.6.2 references to (or to any specified provision of) this Deed or any other document shall be construed as references to this Deed, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties;

1.6.3 words importing the plural shall include the singular and vice versa;

1.6.4 references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any government entity;

1.6.5 references to a “guarantee” shall include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and “guaranteed” shall be construed accordingly; and

1.6.6 references to statutory provisions shall be construed as references to those provisions as replaced or amended or re-enacted from time to time.

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1.7 Conflict with Loan Agreement

As between the Owner and the Security Agent, this Deed shall be read together with the Loan Agreement but in case of any conflict between the two instruments, the provisions of the Loan Agreement shall prevail.

1.8 Conflict with Charter

If and to the extent that any of the covenants and undertakings given by the Charterer in this Deed may conflict with any of the provisions of the Charter, such covenants and undertakings shall (as between the Security Agent on the one hand and the Owner and the Charterer on the other hand but not otherwise) prevail over such provisions.

2 Representations and warranties

2.1 Continuing representations and warranties

The Charterer represents and warrants to the Security Agent that:

2.1.1 Due incorporation

each of the Charterer and the Charter Guarantor is duly incorporated and validly existing in good standing under the laws of the Republic of the Marshall Islands as a corporation and each has power to carry on its business as it is now being conducted and to own its property and other assets;

2.1.2 Corporate power

each of the Charterer and the Charter Guarantor has power to execute, deliver and perform its obligations under the Charter and the Charter Guarantee and such of the Finance Documents to which it is, or is to be, a party and has power to execute and deliver and perform its obligations under the Charter and the Charter Guarantee and the Finance Documents to which it is, or is to be, a party, and all necessary corporate, shareholder (if applicable) and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Charterer and the Charter Guarantor to borrow or give guarantees or security will be exceeded as a result of the execution, delivery and performance of the Charterer’s obligations under this Deed;

2.1.3 Binding obligations

the Charter, the Charter Guarantee and the Finance Documents to which each of the Charterer and the Charter Guarantor is, or is to be, a party constitute or will, when executed, constitute its valid and legally binding obligations enforceable in accordance with their respective terms;

2.1.4 No conflict with other obligations

the execution and delivery of, the performance of its obligations under, and compliance by each of the Charterer and the Charter Guarantor with, the provisions of the Charter, the Charter Guarantee and this Deed will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which it is subject, (ii) contravene or conflict with any provision of its articles of incorporation, by-laws or other constitutional documents;

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2.1.5 No filings required

it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Charter, the Charter Guarantee or this Deed that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to the Charter, the Charter Guarantee or this Deed and the Charter, the Charter Guarantee and each of the Charter, the Charter Guarantee and this Deed is in proper form for its enforcement in the courts of each Relevant Jurisdiction;

2.1.6 Choice of law

the choice of English law to govern the Charter, the Charter Guarantee and this Deed and the submission by the Charterer to the non-exclusive jurisdiction of the English courts are valid and binding;

2.1.7 No immunity

neither it nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement);

2.1.8 Consents obtained

every consent, authorisation, licence or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the Charterer or the Charter Guarantor to authorise, or required by it in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of any of the Charter, the Charter Guarantee and this Deed or the performance by it of its obligations under the Charter, the Charter Guarantee and this Deed has been obtained or made and is in full force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same.

2.2 Initial representations and warranties

The Charterer represents and warrants to the Security Agent that:

2.2.1 No withholding Taxes

no Taxes are imposed by withholding or otherwise on any payment to be made by the Charterer or the Charter Guarantor under the Charter, the Charter Guarantee or this Deed or are imposed on or by virtue of its execution or delivery of the Charter, the Charter Guarantee or this Deed or any other document or instrument to be executed or delivered under the Charter, the Charter Guarantee or this Deed;

2.2.2 Ship’s employment

(save for the Charter) the Ship is not and will not on the Delivery Date be subject to any charter or contract or to any agreement to enter into any charter or contract entered into by the Charterer which, if entered into by it after the date of this Deed, would have required the consent of the Security Agent or the Finance Parties;

2.2.3 Freedom from Encumbrances

the Charterer is the sole, legal and beneficial owner of the whole of the Charterer’s Assigned Property and neither the Charterer’s Assigned Property nor any part thereof are or will be on the Delivery Date subject to any Encumbrance created by it or arising due to its act or omission or its use or operation of the Ship and it has not (save as disclosed in writing to the Security Agent) received notice of any Encumbrance (other than pursuant to the Finance Documents) in respect thereof created by any other person;

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2.2.4 Commissions etc.

there are no commissions, rebates, premiums or other payments in connection with the Charter other than as disclosed to the Security Agent in writing prior to the date hereof;

2.2.5 Compliance with Environmental Laws

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent:

(a) the Charterer has complied with the provisions of all Environmental Laws; and

(b) the Charterer has not received notice of any Environmental Claim that the Charterer is not in compliance with any Environmental Law;

2.2.6 No Environmental Claims

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent, there is no Environmental Claim pending or, to the best of its knowledge and belief (having made due enquiry), threatened against the Charterer or the Ship or any other ship owned, managed or crewed by, or chartered to, the Charterer;

2.2.7 No potential Environmental Claims

except as may already have been disclosed by the Charterer in writing to, and acknowledged in writing by, the Security Agent, there has been no emission or Spill of a Pollutant from or involving the Ship or any other ship owned by, managed or crewed by, or chartered to, the Charterer nor, to the best of its knowledge and belief (having made due enquiry), from any other ship owned by, managed or crewed by, or chartered to, the Charterer which could give rise to an Environmental Claim;

2.2.8 Copies true and complete

the copies of each of the Charter delivered or to be delivered to the Security Agent pursuant to clause 5.1 of the Second Supplemental Agreement are, or will when delivered be, true and complete copies of such documents, each of such documents will when delivered constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there will have been no amendments or variations thereof or default thereunder.

2.3 Repetition of representations and warranties

On and as of each day of the Facility Period, the Charterer shall be deemed to repeat the representations and warranties in clause 2.1 as if made with reference to the facts and circumstances existing on such day.

3 Mortgage and assignment

3.1 Mortgage and assignment

By way of security for payment of the Outstanding Indebtedness the Owner with full title guarantee hereby mortgages and charges to and in favour of the Security Agent all its rights, title and interest present and future in and to the Mortgaged Property and, without prejudice to the generality of the foregoing, hereby assigns and agrees to assign to the Security Agent absolutely all its rights, title and interest in and to the Charter Earnings and any other Owner’s Earnings, any other Charter Rights, the Insurances and any Requisition Compensation, and all its benefits and interests present and future therein. Provided however that:

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3.1.1 Owner’s Earnings

the Owner’s Earnings shall be payable to the Owner’s Operating Account until such time as a Default shall occur and the Security Agent shall direct to the contrary whereupon the Owner shall forthwith, and the Security Agent may at any time thereafter, instruct the persons from whom the Owner’s Earnings are then payable to pay the same to the Security Agent or as it may direct and any Owner’s Earnings then in the hands of the Owner’s brokers or other agents shall be deemed to have been received by them for the use and on behalf of the Security Agent and the Finance Parties;

3.1.2 Insurances

unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Security Agent and applied in accordance with clause 12.1 or clause 12.4 (as the case may be)):

(a) any moneys payable under the Insurances other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses;

(b) any insurance moneys received by the Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 12.1 or clause 12.4 (as the case may be)), be paid over to the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) upon the Owner or the Charterer (as the case may be) furnishing evidence satisfactory to the Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Owner or the Charterer (as the case may be), provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Security Agent, make payment on account of repairs in the course of being effected; and

(c) any moneys payable under any loss of earnings insurance shall be payable in accordance with the terms of the relevant Loss Payable Clause and shall be subject to such provisions of this clause 3 as shall apply to Owner’s Earnings and the Security Agent will not give any notification to the insurers as contemplated in such Loss Payable Clause unless and until the Security Agent shall have become entitled under clause 3.1.1 to direct that the Owner’s Earnings be paid to the Security Agent.

3.2 Notice

The Owner hereby covenants and undertakes with the Security Agent that it will from time to time upon the written request of the Security Agent give written notice of the assignment contained in clause 3.1 to any person (other than the Charterer) from whom any Owner’s Earnings are due in the form set out in schedule 3 and will procure that within fourteen (14) days after the giving of such notice such person delivers to the Security Agent a copy thereof with the acknowledgement thereof in the form set out in such schedule duly executed by such person.

3.3 Use of Owner’s name

The Owner covenants and undertakes with the Security Agent to do or permit to be done each and every act or thing which the Security Agent may from time to time require to be done for the purpose of enforcing the Security Agent’s rights under this Deed and to allow its name to be used as and when required by the Security Agent for that purpose.

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3.4 Reassignment

Upon payment and discharge in full to the satisfaction of the Security Agent of the Outstanding Indebtedness, the Security Agent shall, at the request and cost of the Owner, re-assign the Charter Earnings and the other Owner’s Earnings, the other Charter Rights, the Insurances and any Requisition Compensation to the Owner or as it may direct.

3.5 Liability of Owner

The Owner shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Owner to perform its obligations in respect thereof.

3.6 Acknowledgement by Charterer

By its execution of this Deed, the Charterer has received written notice of, and consents to, the assignment to the Security Agent of the Charter Earnings and the other Charter Rights.

3.7 Notice of assignment of Charter Guarantee and acknowledgement

The Owner covenants and undertakes with the Security Agent that it will forthwith, following the execution of this Deed, give written notice of assignment contained in clause 5.1 to the Charter Guarantor in the form set out in schedule 4 and each of the Owner and the Charterer undertake with the Security Agent that they will procure forthwith that the Charter Guarantor delivers to the Security Agent a copy thereof with the form of acknowledgement set out in such schedule duly executed by the Charter Guarantor.

4 Covenant to pay

4.1 In consideration of (i) the agreement of the Lenders continuing loans or advances to, or otherwise giving credit or granting banking facilities or accommodation or granting time to the Borrowers pursuant to the Loan Agreement and subject to the terms of the Loan Agreement, (ii) the agreement of the Hedging Provider to continue to be a party to the Hedging Master Agreement and (iii) the advance by the Lenders to the Borrowers of the total principal sum of Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) (receipt of which sum the Owner hereby acknowledges) in accordance with the provisions of the Loan Agreement, the Owner hereby covenants with the Security Agent:

4.1.1 to repay the Loan by the instalments and on the dates referred to and otherwise in the manner and upon the terms set out in the Loan Agreement;

4.1.2 to pay interest on the Loan, and on any overdue interest or other moneys payable under the Loan Agreement, at the rate or rates from time to time applicable thereto in the manner and upon the terms set out in the Loan Agreement;

4.1.3 to pay all moneys payable under the Hedging Master Agreement at the times and in the manner therein specified; and

4.1.4 to pay all other moneys payable by the Owner under the Finance Documents or any of them at the times and in the manner therein specified.

5 Charterer’s assignment

5.1 Charterer’s assignment

By way of security for the Outstanding Indebtedness, the Charterer with full title guarantee hereby assigns and agrees to assign to the Security Agent absolutely all its rights, title and interest in and to the Charterer’s Assigned Property and all its benefits and interests present and future therein. Provided however that:

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5.1.1 Insurance

unless and until a Default shall occur (whereupon all insurance recoveries, other than any moneys payable under any loss of earnings insurance, shall be receivable by the Security Agent and applied in accordance with clause 12.1 or clause 12.4 (as the case may be)):

(a) any moneys payable under the Insurances, other than any moneys payable under any loss of earnings insurance, shall be payable in accordance with the terms of the relevant Loss Payable Clause and the Security Agent will not in the meantime give any notification to the contrary to the insurers as contemplated by the Loss Payable Clauses; and

(b) any insurance moneys received by the Security Agent in respect of any major casualty (as specified in the relevant Loss Payable Clause) shall, unless prior to receipt or whilst such moneys are in the hands of the Security Agent there shall have occurred a Default (whereupon such insurance monies shall be applied in accordance with clause 12.1 or clause 12.4 (as the case may be)), be paid over to the Charterer (during the Charter Period) upon the Charterer furnishing evidence satisfactory to the Security Agent that all loss and damage resulting from such casualty has been properly made good and repaired, and that all repair accounts and other liabilities whatsoever in connection with the casualty have been fully paid and discharged by the Charterer, provided however that the insurers with whom the fire and usual marine risks insurances are effected may, in the case of a major casualty, and with the previous consent in writing of the Security Agent, make payment on account of repairs in the course of being effected.

5.2 Use of Charterer’s name

The Charterer covenants and undertakes with the Security Agent to d o or permit to be done each and every act or thing which the Security Agent may from time to time require to be done for the purpose of enforcing the Security Agent’s rights under this Deed and to allow its name to be used as and when required by the Security Agent for that purpose.

5.3 Reassignment

Upon payment and discharge in full to the satisfaction of the Security Agent of the Outstanding Indebtedness, the Security Agent shall, at the request and cost of the Charterer, re-assign the Charterer’s Assigned Property to the Charterer or as it may direct.

5.4 Liability of Charterer

The Charterer shall remain liable to perform all the obligations assumed by it in relation to the Charterer’s Assigned Property and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Charterer to perform its obligations in respect thereof.

6 Continuing security and other matters

6.1 Continuing security

The security created by the Mortgage and this Deed and the obligations and liabilities of the Charterer shall:

6.1.1 be held by the Security Agent as a continuing security for the payment of the Outstanding Indebtedness, and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Finance Documents, express or implied, and that the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Security Agent and/or any of the Finance Parties in respect of the Outstanding Indebtedness or any part thereof and the Security Agent and/or any of the Finance Parties) and shall remain in full

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force and effect until the Outstanding Indebtedness has been discharged in full (which expression shall not embrace payment or a dividend in liquidation or bankruptcy of less than one hundred per cent (100%));

6.1.2 be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Security Agent without prior recourse to, the security created by any other of the Finance Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Security Agent or any Finance Party or any right or remedy of the Security Agent or any Finance Party thereunder;

6.1.3 not be in any way prejudiced or affected by the existence of any of the other Finance Documents or any such Collateral Instrument, rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Security Agent or any Finance Party dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any other person liable; and

6.1.4 not in any way be prejudiced or affected by any change in the constitution of, or any amalgamation or reconstruction of the Owner, the Security Agent or any other person or by any legal limitation, disability, incapacity or other circumstances relating to the Owner or any other person, whether or not known to the Security Agent or any other Finance Party, by any invalidity in or irregularity or unenforceability of the obligations of the Owner or any other person under the Loan Agreement or any of the other Finance Documents or otherwise and so that in the event that any obligation or purported obligation of the Owner or any other person which, if enforceable or valid or continuing, would be secured by this Deed is or becomes wholly or in part unenforceable or invalid or terminated for any reason whatsoever, the Charterer will keep the Security Agent fully indemnified against any loss suffered by the Security Agent or any other Finance Party as a result of any failure by the Owner or such other party to perform any such obligation or purported obligation.

6.2 Rights additional

All the rights, remedies and powers vested in the Security Agent hereunder shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Security Agent or any other Finance Party under the Loan Agreement, the Hedging Master Agreement, this Deed, the other Finance Documents or any such Collateral Instrument or at law and that all the powers so vested in the Security Agent may be exercised from time to time and as often as the Security Agent may deem expedient.

6.3 No enquiry

Neither the Security Agent nor any Receiver shall be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under the Mortgage and/or this Deed or to make any claim or take any action to collect any moneys hereby assigned or to enforce any rights or benefits hereby assigned to the Security Agent or to which the Security Agent may at any time be entitled under the Mortgage and/or this Deed.

6.4 Obligations of Owner, Charterer and Security Agent

The Owner and the Charterer shall each remain liable to perform all the obligations assumed by it in relation to the Mortgaged Property and the Charterer’s Assigned Property respectively and the Security Agent shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Owner or the Charterer to perform its obligations in respect thereof.

6.5 Liability unconditional

The rights, remedies and powers vested in the Security Agent under this Deed shall not be affected nor shall this Deed be discharged or reduced by reason of:

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6.5.1 the Incapacity or any change in the name, style or constitution of the Owner or any other person liable;

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

6.5.3 any act or omission which would not have discharged or affected the liability of the Charterer or the security constituted by the Charterer under this Deed had it been a principal debtor instead of a guarantor or by anything done or omitted which but for this provision might operate to exonerate the Charterer or such security.

6.6 Waiver of Charterer’s rights

Until the Outstanding Indebtedness has been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement) and notwithstanding that the security created by this Deed and the other Finance Documents may have been released, the Charterer agrees that, without the prior written consent of the Security Agent, it will not:

6.6.1 exercise its rights of subrogation, reimbursement and indemnity against the Owner or any other person liable;

6.6.2 demand or accept repayment in whole or in part of any indebtedness now or hereafter due to the Charterer from the Owner or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same;

6.6.3 take any step to enforce any right against the Owner or any other person liable in respect of any Outstanding Indebtedness; or

6.6.4 claim any set-off or counterclaim against the Owner or any other person liable or claim or prove in competition with the Security Agent or any other Finance Party in the liquidation of the Owner or any other person liable or have the benefit of, or share in, any payment from or composition with, the Owner or any other person liable or any other Collateral Instrument now or hereafter held by the Security Agent or any other Finance Party for the Outstanding Indebtedness or for the obligations or liabilities of any other person liable but so that, if so directed by the Security Agent, it will prove for the whole or any part of its claim in the liquidation of the Owner on terms that the benefit of such proof and of all money received by it in respect thereof shall be paid to the Security Agent for application in or towards discharge of the Outstanding Indebtedness in such manner as the Security Agent shall deem appropriate.

6.7 Suspense account

Any money received in connection with this Deed (whether before or after any Incapacity of the Owner or the Charterer) which would (but for this Deed) have been payable to the Charterer may, if an Event of Default has happened, be placed to the credit of a suspense account with a view to preserving the rights of the Security Agent and the other Finance Parties to prove for the whole of its claims against the Owner or any other person liable or may be applied in or towards satisfaction of the Outstanding Indebtedness.

6.8 Settlements conditional

Any release, discharge or settlement between the Charterer and the Security Agent shall be conditional upon no security, disposition or payment to the Security Agent by the Owner or any other person liable being void, set aside or ordered to be refunded pursuant to any enactment or law relating to bankruptcy, liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Security Agent shall be entitled to

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enforce this Deed subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made.

6.9 Delivery of certain property

If, contrary to the provisions of this Deed, the Charterer takes or receives the benefit of any security or receives or recovers any money or other property, such security, money or other property shall be held on trust for the Security Agent and shall be delivered to the Security Agent on demand.

6-10 Certificates conclusive

Any certificate submitted by the Security Agent to the Charterer as to the amount or any part thereof hereby secured shall, in the absence of manifest error, be conclusive and binding on the Charterer.

6.11 Collateral Instruments

The Security Agent shall not be obliged to make any claim or demand on the Owner or to resort to any Collateral Instrument or other means of payment now or hereafter held by or available to it before enforcing this Deed and no action taken or omitted by the Security Agent in connection with any such Collateral Instrument or other means of payment shall discharge, reduce, prejudice or affect the liability of the Charterer under or the security created by the Charterer under this Deed nor shall the Security Agent be obliged to apply any money or other property received or recovered in consequence of any enforcement or realisation of any such Collateral Instrument or other means of payment in reduction of the Outstanding Indebtedness.

7 Owner’s undertakings

7.1 The Owner hereby covenants with the Security Agent and undertakes that throughout the Facility Period:

7.1.1 Negative undertakings

it will not, without the previous written consent of the Majority Lenders:

(a) Variations

materially vary the Charter or the Charter Guarantee (and, for the avoidance of doubt, any assignment, transfer or novation of a Charter or a Charter Guarantee, whether from the Owner or the Charterer, without approval shall constitute a material variation), and the Owner shall not grant any consent to the Charterer in respect of any such variation;

(b) Releases and waivers

release the Charterer or the Charter Guarantor from any of the Charterer’s or the Charter Guarantor’s obligations under the Charter or the Charter Guarantee or waive any breach of the Charterer’s or the Charter Guarantor’s obligations thereunder (including by way of novation, assignment or transfer) or consent to any such act or omission of the Charterer or the Charter Guarantor as would otherwise constitute such breach;

(c) Termination

terminate or rescind the Charter or withdraw the Ship from service under the Charter or take any similar action for any reason whatsoever provided always that any determination of the Charter by the Owner after such consent is given shall (as the Charterer hereby acknowledges) be without responsibility on the part of the Security Agent or the Finance Parties who shall be under no liability whatsoever in the event that such determination is thereafter adjudged to constitute a repudiation of the Charter by

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the Owner; this provision shall not apply, and any violation shall be considered as remedied, if, following such termination or rescission or withdrawal, the relevant Event of Default is remedied pursuant to paragraphs (a), (b) or (c) of clause 30.23.3 of the Loan Agreement;

(d) Lien on sub-freights

(save as contemplated by this Deed) claim or exercise any lien upon sub-freights which might otherwise be available to it under the Charter or the Charter Guarantee; or

(e) Consents

grant any consent which may be required from the Owner pursuant to the Charter or the Charter Guarantee;

7.1.2 Performance of Charter obligations

it will perform its obligations under the Charter and the Charter Guarantee and use its best endeavours to procure that the Charterer and the Charter Guarantor shall perform its obligations under the Charter and the Charter Guarantee;

7.1.3 Information

it will supply to the Security Agent all information, accounts and recourse that it may be necessary or of assistance to enable the Security Agent to verify the amount of all payments of charter hire and any other amount payable under the Charter or the Charter Guarantee;

7.1.4 Ship’s name and registration

(a) it will not change the name of the Ship without the prior written consent of the Security Agent;

(b) it will keep the Ship permanently registered with the relevant Registry under the laws of its Flag State;

(c) it will not do or suffer to be done anything, or omit to do anything the doing or omission of which could or might result in such registration being forfeited or imperilled or which could or might result in the Ship being required to be registered under the laws of another state of registry;

(d) it will not register the Ship or permit its registration under any other flag or at any other port without the prior written consent of the Security Agent;

(e) if the said registration of the Ship is for a limited period, it will renew the registration of the Ship at least twenty five (25) days prior to the expiry of such registration and to provide evidence of such renewal to the Security Agent at least twenty (20) days prior to such expiry;

7.1.5 Notification of certain events

it will notify the Security Agent forthwith by facsimile confirmed by letter of:

(a) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount;

(b) any occurrence which may result in the Ship becoming a Total Loss;

(c) any requisition of the Ship for hire;

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(d) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(e) any withdrawal or threat to withdraw any applicable operating certificate;

(f) the issue of any operating certificate required under any applicable code;

(g) the receipt of notification that any application for such a certificate has been refused;

(h) any requirement or recommendation made in relation to the Ship by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(i) any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances;

7.1.6 Encumbrances

it will not without the prior written consent of the Security Agent (and then only subject to such conditions as the Security Agent may impose) create or purport or agree to create or permit to arise or subsist any Encumbrance (other than Permitted Maritime Liens) over or in respect of the Ship, any share or interest therein or in any other part of the Mortgaged Property otherwise than to or in favour of the Security Agent;

7.1.7 Sale or other disposal

it will not without the prior written consent of the Security Agent (acting on the instructions of all the Lenders) sell, agree to sell, transfer, abandon or otherwise dispose of the Ship or any share or interest in it if the net proceeds of sale would be insufficient to discharge the prepayment obligations of the Owner in respect of such sale under Clause 7.6 ( Sale or Total Loss) of the Loan Agreement.  Whereno approval is required under this clause, the Owner shall provide advance notice to the SecurityAgent of any such proposed sale and such sale shall be subject to the provisions of the same Clause 7.6 (Sale or Total Loss) of the Loan Agreement.

7.1.8 Chartering

except pursuant to the Charter, it will not without the prior written consent of the Majority Lenders and, if such consent is given, only subject to such conditions as the Security Agent may impose, let the Ship:

(a) on a bareboat or demise charter or passes possession and operational control of the Ship to another person;

(b) by any time or voyage charter for a term which is capable of lasting more than twelve (12) months;

(c) on terms as to payment or amount of hire which are materially less beneficial to it than the terms which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as the Ship under charter commitments of a similar type and period; or

(d) to another Group Member.

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7.1.9 Sharing of Owner’s Earnings

it will not without the prior written consent of the Majority Lenders enter into any agreement or arrangement whereby the Owner’s Earnings may be shared with any other person;

7.1.10 Payment of Owner’s Earnings

it will procure that the Owner’s Earnings are paid to the Security Agent at all times if and when the same shall be or shall have become so payable in accordance with the Finance Documents after the Security Agent shall have directed pursuant to clause 3.1.1 that the same shall be no longer receivable by the Owner and that any Owner’s Earnings which are so payable and which are in the hands of the Owner’s brokers or agents are duly accounted for and paid over to the Security Agent forthwith on demand;

7.1.11 Owner’s manager

it will not without the prior written consent of the Security Agent appoint a manager of the Ship other than the TMS, unless that manager and the terms of its appointment are approved (which approval of such Manager shall not be required if such Manager has the same ultimate beneficial owners as TMS has on the date of this Deed) and it and the Owner have delivered a duly executed Manager’s Undertaking to the Security Agent. The Owner shall not agree to any change to the terms of appointment of a manager which have been approved unless such change is approved by the Majority Lenders or terminate or amend the terms of the Management Agreement in request of the Ship;

7.1.12 Conveyance on default

where the Ship is (or is to be) sold in exercise of any power contained in this Deed or otherwise conferred by the Finance Documents, it will immediately execute, forthwith upon request by the Security Agent, such form of transfer of title to the Ship as the Security Agent may require; and

7.1.13 Compliance with Environmental Laws

it and every person who owns, operates or manages the Ship, will comply with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws).

8 Charterer’s undertakings

8.1 The Charterer hereby covenants with the Security Agent and undertakes that throughout the Charter Period:

8.1.1 Enforcement by Security Agent

it will permit the Security Agent to enforce all other rights and benefits whatsoever accrued or accruing to the Owner under the Charter and the Charter Guarantee, subject to clause 18 (Quiet enjoyment), and for this purpose to take over or institute proceedings in respect thereof;

8.1.2 Negative undertakings relating to Charter

it will not without the prior written consent of the Security Agent:

(a)   Assignments

assign or otherwise dispose of the Charterer’s rights and obligations under the Charter;

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(b) Variations

agree to any material variation of the Charter;

(c) Termination

terminate the Charter (anything contained in the Charter notwithstanding) for any reason whatsoever provided always that any termination of the Charter by the Charterer after such consent is given shall (as the Charterer hereby acknowledges) be without responsibility on the part of the Security Agent or the Finance Parties who shall be under no liability whatsoever in the event that such determination is thereafter adjudged to constitute a repudiation of the Charter by the Charterer; this provision shall not apply, and any violation shall be considered as remedied, if, following such termination or rescission or withdrawal, the relevant Event of Default is remedied pursuant to paragraphs (a), (b) or (c) of clause 30.23.3 of the Loan Agreement;

8.1.3 Performance of Charter obligations

it will perform its obligations under the Charter;

8.1.4 Total Loss recovery

it will, in the event that, upon a Total Loss of the Ship, the Security Agent is disabled from recovering under the Insurances or any of them or the amount of the recovery thereunder is diminished and such disablement or diminution results from any breach by the Charterer of any of its obligations under this Deed and/or the Charter, pay to the Security Agent on demand a sum (which shall be applied in accordance with clause 12.1 as if the same had been a recovery under the Insurances in respect of such Total Loss) equal to the amount which would but for such disablement have been recoverable under the Insurances or (as the case may be) a sum equal to the amount hereby the insurance recovery has been diminished;

8.1.5 Sister ship arrest

it will, in the event of the Ship at any time being arrested, seized, detained or subjected to distress or levied upon by reason of any process, claim or Encumbrance of whatsoever nature arising out of the use or operation of the Ship by the Charterer or any of its agents, employees or sub-charterers, at its own expense take prompt action to secure the release of the Ship and be responsible for discharging each and every liability in connection with any such process, claim or Encumbrance;

8.1.6 Sister ship indemnity

it will indemnify the Owner and the Security Agent and hold each of them harmless against all liabilities of whatsoever nature (including penalties claims demands orders or judgements) which the Owner or the Security Agent may suffer or incur in respect of the Ship and which arise out of the use or operation of the Ship;

8.1.7 Compliance with Environmental Laws

it will comply with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws);

8.1.8 Ship’s name and registration

(a) it will not change the name of the Ship without the prior written consent of the Security Agent;

(b) it will keep the Ship permanently registered with the relevant Registry under the laws of its Flag State;

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(c) it will not do or permit to be done anything, or omit to do anything the doing or omission of which could or might result in such registration being forfeited 0r imperilled or which could or might result in the Ship being required to be registered under the laws of another state of registry;

(d) it will not register the Ship or permit its registration under any other flag or at any other port without the prior written consent of the Security Agent;

(e) if the said registration of the Ship is for a limited period, it will renew the registration of the Ship at least twenty five (25) days prior to the expiry of such registration and to provide evidence of such renewal to the Security Agent at least twenty (20) days prior to such expiry;

8.1.9 Abandonment

it will not without the prior written consent of the Security Agent (and then only subject to any conditions the Security Agent may impose) abandon the Ship;

8.1.10 Charterer’s manager

it will not without the prior written consent of the Security Agent appoint a manager of the Ship other than the TMS, unless that manager and the terms of its appointment are approved (which approval of such Manager shall not be required if such Manager has the same ultimate beneficial owners as TMS has on the date of this Deed) and it and the Owner have delivered a duly executed Manager’s Undertaking to the Security Agent. The Charterer shall not agree to any change to the terms of appointment of a manager which have been approved unless such change is approved by the Majority Lenders or terminate or amend the terms of the Management Agreement in respect of the Ship;

8.1.11 Encumbrances

it will not without the prior written consent of the Security Agent (and then only subject to such conditions as the Security Agent may impose) create or purport or agree to create or permit to arise or subsist any Encumbrance (other than Permitted Maritime Liens) over or in respect of the Ship, any share or interest therein or in any other part of the Charterer’s Assigned Property otherwise than to or in favour of the Security Agent; and

8.1.12 Notification of certain events

it will notify the Security Agent forthwith by facsimile confirmed by letter of:

(a) any petition or notice of meeting to consider any resolution to wind up the Charterer or the Charter Guarantor (or any event analogous thereto under the laws of the place of its incorporation);

(b) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for the Ship;

(c) any occurrence which may result in the Ship becoming a Total Loss;

(d) any requisition of the Ship for hire;

(e) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(f) any withdrawal or threat to withdraw any applicable operating certificate;

(g) the issue of any operating certificate required under any applicable code;

(h) the receipt of notification that any application for such a certificate has been refused;

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(i) any requirement or recommendation made in relation to the S hip by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(j) any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances.

9 Covenants concerning insurance and operational matters

9.1 The Owner hereby covenants with the Security Agent and undertakes throughout the Charter Period and the Non-Charter Period; and the Charterer also hereby covenants with the Security Agent and undertakes throughout the Charter Period:

9.1.1 Insurance

(a) Insured risks, amounts and terms

to insure and keep the Ship insured free of cost and expense to the Security Agent and the other Finance Parties or any of them and (during the Non-Charter Period) in the sole name of the Owner or (during the Charter Period) in the joint names only of the Owner and the Charterer or, if so required by the Security Agent, in the joint names of the Owner and the Security Agent and/or the Finance Parties or any of them and (during the Charter Period) the Charterer (but without liability on the part of the Security Agent and/or the Finance Parties or any of them for premiums or calls):

(i) against (a) fire and usual marine risks (including excess risks) and (b) war risks (including war protection and indemnity risks, terrorism, piracy as per Institute War and Strikes Clauses 1.10.83 or similar clauses and blocking and trapping risks) on an agreed value basis, in each case, for at least its minimum hull cover (as defined in clause 24.1 of the Loan Agreement) and in the case of paragraph (a) above, provided that the hull and machinery insurances for the Ship shall at all times cover at least 80 per cent of its market value and the remaining minimum hull cover may be insured by way of excess risks cover;

(ii) against P&l risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an amount of not less than $1,000,000,000);

(iii) against such other risks and matters which the Security Agent notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice; and

(iv) on terms which comply with the other provisions of this clause 9.1.1;

and to pay to the Security Agent the cost (as conclusively certified by the Security Agent) of (A) any mortgagee’s interest insurance (including, if the Security Agent shall so require, mortgagee’s additional perils (including all P&l risks) coverage) which the Security Agent may from time to time effect in respect of the Ship upon such terms and in such amounts (not exceeding when aggregated with the equivalent insurances of all other Mortgaged Ships One hundred and ten per cent (110%) of the aggregate of (A) the Loan and (B) the Hedging Exposure under all Hedging Contracts) as it shall deem desirable and (B) any other insurance cover which the Security Agent may reasonably require in respect of any Finance Party’s interests and potential liabilities (whether as mortgagee of the Ship or beneficiary of the Finance Documents);

(b) Approved brokers, insurers and associations

to effect the insurances aforesaid:

(i) in the name of the Owner and the Charterer (and, if required by the Owner or the Charterer, also the Manager and (in the case of the Ship’s hull cover) no other

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person (other than the Security Agent and any other Finance Party if required by the Agent) (unless such other person is approved and, if so required by the Agent, has duly executed and delivered a first priority assignment of its interest in the Insurances to the Security Agent or the other Finance Parties in an approved form (which any such Manager shall do in any event) and provided such supporting documents and opinions in relation to that assignment as the Agent requires);

(ii) in dollars or another approved currency;

(iii) arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and

(iv) on approved terms and with approved insurers or associations;

(c)   Fleet liens, set-off and cancellation

if the Ship’s hull cover also insures other vessels, to procure that the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under a n y applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:

(i) set off against any claims in respect of the Ship any premiums due in respect of any of such other vessels insured (other than other Mortgaged Ships); or

(ii) cancel that cover because of non-payment of premiums in respect of such other vessels,

or the Owner shall ensure that hull cover for the Ship and any other Mortgaged Ships is provided under a separate policy from any other vessels.

(d)   Payment of premiums and calls

punctually to pay all premiums, calls, contributions or other sums payable in respect of all such insurances and to produce all relevant receipts or other evidence of payment when so required by the Security Agent;

(e)   Renewal

at least two (2) days before the relevant policies, contracts or entries expire, to notify the Security Agent of the names of the brokers and/or the war risks and protection and indemnity associations proposed to be employed by the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) or any other party for the purposes of the renewal of such insurances and of the amounts in which such insurances are proposed to be renewed and the risks to be covered and, subject to compliance with any requirements of the Security Agent pursuant to this clause 9.1.1, to procure that appropriate instructions for the renewal of such insurances on the terms so specified are given to the Approved Brokers and/or to the approved war risks and protection and indemnity associations at least two (2) days before the relevant policies, contracts or entries expire, and that the Approved Brokers and/or the approved war risks and protection and indemnity associations will at least two (2) days before such expiry (or within such shorter period as the Security Agent may from time to time agree) confirm in writing to the Security Agent as and when such renewals have been effected in accordance with the instructions so given;

(f)   Guarantees

to arrange for the execution and delivery of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association;

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(g) Insurance documents

to provide the Security Agent with pro forma copies of all insurance policies and other documentation issued by brokers, insurers and associations in connection with the Insurances as soon as they are available after they have been placed or renewed and all insurance policies and other documents relating to the Insurances shall be deposited with any approved brokers or (if not deposited with approved brokers) the Security Agent or some other approved person;

(h) Associations’ loss payable clauses, undertakings and certificates

to procure that any protection and indemnity and/or war risks associations in which the Ship is for the time being entered shall endorse the relevant Loss Payable Clause on the relevant certificate of entry or policy and shall furnish the Security Agent with a copy of such certificate of entry or policy and a letter or letters of undertaking in such form as shall from time to time be required by the Security Agent;

(i) Extent of cover and exclusions

to take all necessary action and comply with all requirements which may from time to time be applicable to the Insurances (including, without limitation, the making of all requisite declarations within any prescribed time limits and the payment of any additional premiums or calls) so as to ensure that the Insurances are not made subject to any exclusions or qualifications to which the Security Agent has not given its prior written consent and are otherwise maintained on terms and conditions from time to time approved in writing by the Security Agent;

(j) Independent report

if so requested by the Security Agent, but once per calendar year at the cost of the Owner (during the Non-Charter Period) or the Charterer (during the Charter Period) or if there is an Event of Default at any time, to furnish the Security Agent from time to time with a detailed report signed by an independent firm of marine insurance brokers appointed by the Security Agent dealing with the insurances maintained on the Ship and stating the opinion of such firm as to the adequacy thereof;

(k) Collection of claims

to do all things necessary and provide all documents, evidence, information and assistance to enable the Security Agent to collect or recover any moneys which shall at any time become due in respect of the Insurances;

(I) Employment of Ship

(i) not to employ the Ship or suffer the Ship to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have been satisfied);

(ii) not to enter the Ship or remain in any zone which has been declared a war, conditional or excluded zone by any government entity or the Ship’s insurers for war risks and/or allied perils (including piracy) unless:

(a) appropriate insurances have been taken out by the Owner; and

(b) any requirements of the Security Agent and/or the Ship’s insurers necessary to ensure that the Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) have been complied with.

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(m) Application of recoveries

to apply all sums paid under the Insurances to anyone other than the Security Agent in repairing the damage and/or in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid for and/or the liability already discharged;

9.1.2 Repair

to keep the Ship in a good and efficient state of repair and procure that the quality of workmanship and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Ship’s value is not reduced;

9.1.3 Modification; removal of parts; equipment owned by third parties

not without the prior written consent of the Majority Lenders to, or suffer any other person to:

(a) make any modification to the Ship in consequence of which her structure, type or performance characteristics could or might be materially altered or her value materially reduced; or

(b) remove any material part of the Ship or any equipment the value of which is such that its removal from the Ship would materially reduce the value of the Ship without replacing the same with equivalent parts or equipment which are owned by the Owner free from Encumbrances (save for the Mortgage); or

(c) install on the Ship any equipment owned by a third party which cannot be removed without risk of causing damage to the structure or fabric of the Ship or incurring significant expense;

9.1.4 Maintenance of class; compliance with regulations

to maintain the Classification with the Classification Society and ensure that neither the Classification nor the Classification Society of the Ship shall be changed without approval by the Majority Lenders and to comply, and to ensure that the Ship and every person who owns, operates or manages the Ship shall comply, with all applicable laws and the requirements of all applicable codes and regulations (including but not limited to all Environmental Laws and all Sanctions) and to ensure that there are kept in force and on board the Ship or in such person’s custody any applicable operating certificates which are required by applicable laws or applicable codes to be carried on board the Ship or to be in such person’s custody;

9.1.5 Surveys

to submit the Ship to continuous surveys and any other surveys as may be required for it to maintain the Classification as its class and (if so requested by the Security Agent) to supply promptly to the Security Agent copies of all survey reports issued in respect thereof;

9.1.6 Inspection

to ensure that the Security Agent, by surveyors or other persons appointed by it (at the expense of the Owner) for such purpose, may board the Ship at all reasonable times for the purpose of inspecting her and to afford all proper facilities for such inspections and for this purpose to give the Security Agent reasonable advance noticeof any intended drydockingof the Ship (whether for the purpose of classification, survey or otherwise) with the cost of no more than one inspection per calendar year to be borne by the Owner, unless an Event of Default occurs, in which case the cost of any and all such inspections to be borne by the Owner;

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9.1.7 Prevention of and release from arrest

promptly to pay and discharge all debts, damages, liabilities and outgoings whatsoever which have given or may give rise to maritime, statutory or possessory liens on, or claims enforceable against, the Ship, her Insurances or any part thereof and, in the event of a writ or libel being filed against the Ship, her Insurances or any part thereof, or of any of the same being arrested, attached or levied upon pursuant to legal process or purported legal process or in the event of detention of the Ship in exercise or purported exercise of any such lien or claim as aforesaid, to procure the release of the Ship, her Insurances from such arrest, detention attachment or levy or, as the case may be, the discharge of the writ or libel forthwith upon receiving notice thereof by providing bail or procuring the provision of security or otherwise as the circumstances may require;

9.1.8 Employment

not to employ the Ship or permit her employment in any way or in any activity which is unlawful under international law or the domestic laws of any relevant country, in carrying illicit or prohibited goods, or in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated and if there are hostilities in any part of the world (whether war has been declared or not) not to employ the Ship or permit her employment in carrying any contraband goods, and the persons responsible for the operation of the Ship shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Ship and in which leading operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time;

9.1.9 War zones

to ensure that the Ship will not enter or remain in any zone which has been declared a war zone by any government entity or by the Ship’s war risk insurers except if any requirements of the Security Agent and/or the Ship’s insurers necessary to ensure that the Ship remains properly insured in accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) are complied with;

9.1.10 Information

promptly to furnish the Security Agent with all such information as it may from time to time require regarding the Ship, her employment, position, use or operation including details of towages and salvages, and copies of all its charter commitments and copies of any applicable operating certificates;

9.1.11 Notification of certain events

to notify the Security Agent forthwith by facsimile thereafter confirmed by letter of:

(a) any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for the Ship;

(b) any occurrence which may result in the Ship becoming a Total Loss;

(c) any requisition of the Ship for hire;

(d) any Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;

(e) any withdrawal or threat to withdraw any applicable operating certificate;

(f) the issue of any operating certificate required under any applicable code;

(g) the receipt of notification that any application for such a certificate has been refused;

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(h) any requirement or recommendation made in relation to the Ship by any insurer or the Ship’s Classification Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended; and

(i) any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances;

9.1.12 Payment of outgoings and evidence of payments

promptly to pay all tolls, dues and other outgoings whatsoever in respect of the Ship and the Ship’s Earnings and Insurances and to keep proper accounting records in respect of the Ship and its Earnings and, as and when the Security Agent may so require, to make such books available for inspection on behalf of the Security Agent, and to furnish satisfactory evidence that the wages and allotments and the insurance and pension contributions of the Ship’s crew are being promptly and regularly paid and that all deductions from its crew’s wages in respect of any applicable Tax liability are being properly accounted for and that the Ship’s master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress;

9.1.13 Repairers’ liens

not without the prior written consent of the Majority Lenders, to put the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed the Major Casualty Amount unless such person shall first have given to the Security Agent in terms satisfactory to it, a written undertaking not to exercise any lien on the Ship or its Earnings for the cost of such work or otherwise;

9.1.14 Notice of Mortgage

to place and at all times and places to retain a properly certified copy of the Mortgage and this Deed (which shall form part of the Ship’s documents) on board the Ship with her papers and cause such certified copy of the Mortgage and this Deed to be exhibited to any and all persons having business with the Ship which might create or imply any commitment or encumbrance whatsoever on or in respect of the Ship (other than a lien for crew’s wages and salvage) and to any representative of the Security Agent and to place and keep prominently displayed in the navigation room and in the Master’s cabin of the Ship a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE”

This Ship is subject to a first priority statutory Maltese mortgage and deed of covenant in favour of KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany. Under the said mortgage and related documents, neither the Owner nor any charterer nor the Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew’s wages and salvage”

and in terms of the said notice it is hereby agreed that save and subject as otherwise herein provided, neither the Owner nor the Charterer nor any other charterer nor the Master of the Ship nor any other person has any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew’s wages and salvage; and

9.1.15 Anti-drug abuse

without prejudice to clause 9.1.8, to take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America or any similar legislation applicable to the Ship in any jurisdiction in or to which the Ship shall be employed or located or trade or which may otherwise be applicable to the Ship and/or the Owner and/or (during the Charter Period) the Charterer and, if the Security Agent shall so require, to enter into a “Carrier Initiative Agreement” with the United States Customs and Border Protection and to procure that the same agreement (or any similar agreement

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hereafter introduced by any government entity of the United States of America) is maintained in full force and effect and performed by the Owner (during the Non-Charter Period) or Charterer (during the Charter Period).

10 Powers of Security Agent to protect security and remedy defaults

10.1 Protective action

The Security Agent shall, without prejudice to its other rights, powers and remedies under any of the Finance Documents, be entitled (but not bound) at any time, and as often as may be necessary, to take any such action as it may in its discretion think fit for the purpose of protecting or maintaining the security created by this Deed and the other Finance Documents, and all Expenses attributable thereto shall be payable by the Owner on demand.

10.2 Remedy of defaults

Without prejudice to the generality of the provisions of clause 10.1:

10.2.1 if the Owner fails to comply with any of the provisions of clause 9.1.1 the Security Agent shall be entitled (but not bound) to effect and thereafter to maintain all such insurances upon the Ship as the Security Agent may in its discretion think fit in order to procure the compliance with such provisions or alternatively, to require the Ship (at the Owner’s or, during the Charter Period, the Charterer’s risk) to remain in, or to proceed to and remain in a port designated by the Security Agent until such provisions are fully complied with;

10.2.2 if the Owner or the Charterer fails to comply with any of the provisions of clauses 9.1.2, 9.1.4 or 9.1.5, the Security Agent shall be entitled (but not bound) to arrange for the carrying out of such repairs, changes or surveys as the Security Agent may deem expedient or necessary in order to procure the compliance with such provisions; and

10.2.3 if the Owner or the Charterer fails to comply with any of the provisions of clause 9.1.7 the Security Agent shall be entitled (but not bound) to pay and discharge all such debts, damages, liabilities and outgoings as are therein mentioned and/or to take any such measures as the Security Agent may deem expedient or necessary for the purpose of securing the release of the Ship in order to procure the compliance with such provisions,

and the Expenses attributable to the exercise by the Security Agent of any such powers shall be payable by the Owner to the Security Agent on demand.

11 Powers of Security Agent on Event of Default

11.1 Powers

Upon the happening of any Event of Default, the Security Agent shall become forthwith entitled by notice given to the Borrowers by the Agent in accordance with the provisions of clause 30.24 of the Loan Agreement to declare the Outstanding Indebtedness or any part thereof to be due and payable immediately or in accordance with such notice whereupon the Outstanding Indebtedness or the relevant part thereof shall become so due and payable and (whether or not the Security Agent shall have given any such notice) the Security Agent shall become forthwith entitled, as and when the Security Agent may see fit, to put into force and exercise in relation to the Mortgaged Property and/or the Charterer’s Assigned Property or any part thereof all or any of the rights, powers and remedies possessed by it as mortgagee and/or assignee of the Mortgaged Property and/or the Charterer’s Assigned Property (whether at law, by virtue of the Mortgage and this Deed or otherwise) and in particular (without limiting the generality of the foregoing):

11.1.1 to take possession of the Ship;

11.1.2 to require that all policies, contracts, certificates of entry and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be

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delivered forthwith to such adjusters and/or brokers and/or other insurers as the Security Agent may nominate;

11.1.3 to collect, recover, compromise and give a good discharge for, all claims then outstanding or thereafter arising under the Insurances or any of them or in respect of any other part of the Mortgaged Property and/or the Charterer’s Assigned Property, and to take over or institute (if necessary using the name of the Owner or, as the case may be, the Charterer) all such proceedings in connection therewith as the Security Agent in its absolute discretion thinks fit, and, in the case of the Insurances, to permit the brokers through whom collection or recovery is effected to charge the usual brokerage therefor;

11.1.4 to discharge, compound, release or compromise claims in respect of the Ship or any other part of the Mortgaged Property and/or the Charterer’s Assigned Property which have given or may give rise to any charge or lien or other claim on the Ship or any other part of the Mortgaged Property and/or the Charterer’s Assigned Property or which are or may be enforceable by proceedings against the Ship or any other part of the Mortgaged Property and/or the Charterer’s Assigned Property;

11.1.5 to sell the Ship or any share or interest therein with or without prior notice to the Owner, and with or without the benefit of any charterparty (excluding the Charter), and free from any claim by the Owner (whether in admiralty, in equity, at law or by statute) by public auction or private contract, at such place and upon such terms as the Security A gent and/or the Finance Parties in their absolute discretion may determine, with power to postpone any such sale, and without being answerable for any loss occasioned by such sale or resulting from postponement thereof and with power, where the Security Agent and/or the Finance Parties or any of them purchase the Ship, to make payment of the sale price by making an equivalent reduction in the amount of the Outstanding Indebtedness in the manner referred to in clause 12.1;

11.1.6 to manage, insure, maintain and repair the Ship, and to employ, sail or lay up the Ship in such manner and for such period as the Security Agent and/or the Finance Parties or any of them, in their absolute discretion, deems expedient accounting only for net profits arising from any such employment; and

11.1.7 to recover from the Owner on demand all Expenses incurred or paid by the Security Agent in connection with the exercise of the powers (or any of them) referred to in this clause 11.

11.2 Receiver

11.2.1 Appointment

At any time after the Outstanding Indebtedness shall have become due and payable in accordance with a notice given by the Security Agent to the Borrowers pursuant to clause 30.24 of the Loan Agreement, the Security Agent shall be entitled (but not bound) by writing executed as a deed or under the hand of any Director or officer of the Security Agent to appoint any person or persons to be a receiver and/or manager of the Mortgaged Property or any part thereof (with power to authorise any joint receiver and/or manager to exercise any power independently of any other joint receiver and/or manager) and may from time to time fix his remuneration, and may remove any receiver and/or manager so appointed and appoint another in his place. Any receiver and/or manager so appointed shall be the agent of the Owner and the Owner shall be solely responsible for his acts or defaults and for his remuneration, and such receiver and/or manager so appointed shall have all powers conferred by the Law of Property Act 1925 without the restrictions contained in sections 93 and 103 of that Act and, in addition, power on behalf of and at the cost of the Owner (notwithstanding any liquidation of the Owner) to do or omit to do anything which the Owner could do or omit to do in relation to the Mortgaged Property or any part thereof and in particular (but without prejudice to the generality of the foregoing) any such receiver and/or manager may exercise all the powers and discretions conferred on the Security Agent by the Mortgage and this Deed.

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11.2.2 Remuneration

Any Receiver shall be entitled to remuneration appropriate to the work and responsibilities involved, upon the basis of charging from time to time adopted by the Receiver in accordance with the current practice of his firm, without being limited to the maximum rate specified in section 109(6) of the Law of Property Act 1925

11.3 Liability of Security Agent in possession

Neither the Security Agent nor any Finance Party nor any Receiver shall be liable as mortgagee in possession in respect of all or any of the Mortgaged Property and/or the Charterer’s Assigned Property to account or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever in connection therewith for which a mortgagee in possession may be liable as such.

11.1 Dealings with Security Agent or Receiver

Upon any sale of the Ship or any share or interest therein by the Security Agent and/or the Finance Parties or any of them pursuant to clause 11.1.5 or pursuant to clause 17.1, or by any Receiver, the purchaser shall not be bound to see or enquire whether the power of sale of the Security Agent and/or the Finance Parties (or the Receiver, as the case m ay be) has arisen in the manner provided in this Deed and the sale shall be deemed to be within their power and the receipt of the Security Agent and/or the Finance Parties (or the Receiver, as the case may be) for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor and the sale shall operate to divest the Owner of all rights, title and interest of any nature whatsoever in the Ship and to bar any such interest of the Owner and all persons claiming through or under the Owner.

12 Application of moneys

12.1 Application

All moneys received by the Security Agent or any Receiver in respect of:

12.1.1 sale of the Ship or any share or interest therein;

12.1.2 recovery under the Insurances (other than under any loss of earnings insurance and any such sum or sums as may have been received by the Security Agent in accordance with the relevant Loss Payable Clause in respect of a major casualty as therein defined and paid over to the Owner as provided in clause 3.1.2(a) or the Charterer as provided in clause 5.1.1 (a) or which fall to be otherwise applied under clause 12.4); and

12.1.3 Requisition Compensation,

shall be held by it upon trust in the first place to pay or make good the Expenses and the balance shall be applied in the manner specified in clause 34.24.1 of the Loan Agreement.

12.2 Shortfalls

In the event that the balance referred to in clause 12.1 is insufficient to pay in full the whole of the Outstanding Indebtedness, the Security Agent or the Receiver, as the case may be shall be entitled to collect the shortfall from the Owner or, as the case may be, the Charterer or any other person liable for the time being therefor.

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12.3 Application of Owner’s Earnings received by Security Agent or Receiver

Any moneys received by the Security Agent or any Receiver in respect of the Owner’s Earnings shall:

12.3.1 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver, after the occurrence of a Default but prior to the occurrence of an Event of Default, be retained by the Security Agent or any Receiver and shall be paid over by the Security Agent or any Receiver, to the Owner’s Operating Account at such times, in such amounts and for such purposes and/or shall be applied by the Security Agent or any Receiver, in or towards satisfaction of any sums from time to time accruing due and payable by the Owner under the Finance Documents or any of them or by virtue of payment demanded thereunder, in each case as the Security Agent or any Receiver, may in its absolute discretion determine; and

12.3.2 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver, after the occurrence of an Event of Default, be applied by the Security Agent or any Receiver, in the manner specified in clause 12.1 and/or clause 12.3.1, as the Security Agent or any Receiver, may in its absolute discretion determine.

12.4 Application of Insurances received by Security Agent or Receiver

Any moneys received by the Security Agent or any Receiver in respect of the Insurances (other than in respect of recovery under any loss of earnings insurance or in respect of a Total Loss) pursuant to the Mortgage and/or the assignments by the Owner and the Charterer contained in clauses 3.1 and 5.1 shall:

12.4.1 if received by the Security Agent or any Receiver, or in the hands of the Security Agent or any Receiver, after the occurrence of a Default but prior to the occurrence of an Event of Default, be retained by the Security Agent or any Receiver and shall be paid over by the Security Agent or any Receiver to the Owner (during the Non-Charter Period) or to the Charterer (during the Charter Period) at such times, in such amounts and for such purposes and/or shall be applied by the Security Agent or any Receiver in or towards satisfaction of any sums from time accruing due and payable by the Owner and/or the Charterer (as the case may be) under the Finance Documents or any of them or by virtue of payment demanded thereunder, in each case as the Security Agent or any Receiver may in its absolute discretion determine; and

12.4.2 if received by the Security Agent, or in the hands of the Security Agent or any Receiver, after the occurrence of an Event of Default, be applied by the Security Agent or any Receiver in the manner specified in clause 12.1 and/or clause 12.4.1, as the Security Agent or may in its absolute discretion determine.

13 Remedies cumulative and other provisions

13.1 No implied waivers; remedies cumulative

No failure or delay on the part of the Security Agent to exercise any right, power or remedy vested in it under any of the Finance Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Security Agent of any right, power or remedy nor the discontinuance, abandonment or adverse determination of any proceedings taken by the Security Agent to enforce any right, power or remedy preclude any other or further exercise thereof or proceedings to enforce the same or the exercise of any other right, power or remedy nor shall the giving by the Security Agent of any consent to any act which by the terms of this Deed requires such consent prejudice the right of the Security Agent to withhold or give consent to the doing of any other similar act. The remedies provided in the Finance Documents are cumulative and are not exclusive of any remedies provided by law.

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13.2 Delegation

The Security Agent shall be entitled, at any time and as often as may be expedient, to delegate all or any of the powers and discretions vested in it by the Mortgage and this Deed (including the power vested in it by virtue of clause 15) or any of the other Finance Documents in such manner, upon such terms, and to such persons as the Security Agent in its absolute discretion may think fit.

13.3 Incidental powers

The Security Agent shall be entitled to do all acts and things incidental or conducive to the exercise of any of the rights, powers or remedies possessed by it as mortgagee of the Ship (whether at law, under the Mortgage and/or this Deed or otherwise) and in particular (but without prejudice to the generality of the foregoing), upon the Security A gent becoming entitled to exercise any of its powers under clause 11.1, the Security Agent shall be entitled to discharge any cargo on board the Ship (whether the same shall belong to the Owner or any other person) and to enter into such other arrangements in respect of the Ship, her insurances, management, maintenance, repair, classification and employment in all respects as if the Security Agent were the owner of the Ship.

14 Costs and indemnity

14.1 Costs

The Owner shall pay to the Security Agent on demand on a full indemnity basis all expenses or liabilities of whatsoever nature (including legal fees, fees of insurance advisers, printing, out-of-pocket expenses, stamp duties, registration fees and other duties or charges) together with any value added tax or similar tax payable in respect thereof, incurred by the Security Agent or any Finance Party in connection with the enforcement of, or preservation of any rights under the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents or otherwise in respect of the Outstanding Indebtedness and the security therefor or in connection with the preparation, completion, execution or registration of this Deed, the Mortgage, the Loan Agreement, the Hedging Master Agreement or any of the other Finance Documents.

14.2 Security Agent’s and Receiver’s indemnity

The Owner hereby agrees and undertakes to indemnify the Security Agent and any Receiver against all losses, actions, claims, expenses, demands, obligations and liabilities whatever and whenever arising which may now or hereafter be incurred by the Security Agent or any Finance Party or any such Receiver, or by any manager, agent, officer or employee for whose liability, act or omission it or he may be answerable, in respect of, in relation to, or in connection with anything done or omitted in the exercise or purported exercise of the powers contained in the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents or otherwise in connection therewith and herewith or with any part of the Mortgaged Property and/or the Charterer’s Assigned Property or otherwise howsoever in relation to, or in connection with, any of the matters dealt with in the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents.

15 Attorney

15.1 Power

By way of security, the Owner and the Charterer each hereby irrevocably appoints the Security Agent and any Receiver, jointly and also severally, to be its attorney generally for and in its name and on its behalf and as its act and deed or otherwise to execute, seal and deliver and otherwise perfect and do all such deeds, assurances, agreements, instruments, acts and things which may be required for the full exercise of all or any of the rights, powers or remedies conferred by the Mortgage, this Deed, the Loan Agreement or any of the other Finance Documents or which may be deemed proper in or in connection with all or any of the purposes aforesaid (including, in the case of the Owner and without prejudice to the generality of the foregoing, the execution and

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delivery of a bill of sale of the Ship and to apply for the closure of the Maltese Registry in respect of the Ship in accordance with Section 28 of the Merchant Shipping Act, Cap. 234 of Malta and to pay all such fees, make all such declarations and receive all such certificates, including the deletion certificate as may be necessary and the power to procure at any time from the Registrar General of Shipping in Malta copies duly authenticated by him of the Finance Documents or any of them). The power hereby conferred shall be a general power of attorney under the Powers of Attorney Act 1971, and each of the Owner and the Charterer ratifies and confirm s, and agrees to ratify and confirm, any deed, assurance, agreement, instrument, act or thing which the Security Agent or the Receiver may execute or do pursuant thereto. Provided always that such power shall not be exercisable by or on behalf of the Security Agent until the happening of an Event of Default.

15.2 Exercise of power

The exercise of such power by or on behalf of the Security Agent or any Receiver shall not put any person dealing with the Security Agent or the Receiver upon any enquiry as to whether any Event of Default has happened, nor shall such person be in any way affected by notice that no such Event of Default has happened, and the exercise by the Security A gent or the Receiver of such power shall be conclusive evidence of the Security Agent’s or such Receiver’s right to exercise the same.

15.3 Filings

The Owner and the Charterer each hereby irrevocably appoints the Security Agent and any Receiver jointly and also severally to be its attorney in its name and on its behalf and as its act and deed or otherwise of it, to agree the form of and to execute and do all deeds, instruments, acts and things in order to file, record, register or enrol the Mortgage and/or this Deed in any court, public office or elsewhere which the Security Agent may in its discretion consider necessary or advisable, now or in the future, to ensure the legality, validity, enforceability or admissibility in evidence thereof and any other assurance, document, act or thing required to be executed by the Owner or the Charterer pursuant to clause 16.

16 Further assurance

The Owner and the Charterer each hereby further undertakes at its own expense from time to time to execute, sign, perfect, do and (if required) register every such further assurance, document, act or thing as in the opinion of the Security Agent may be necessary or desirable for the purpose of more effectually mortgaging and charging, respectively, the Mortgaged Property and the Charterer’s Assigned Property or perfecting the security constituted or intended to be constituted by the Mortgage and this Deed.

17 Sale of Ship

17.1 Termination of Charter

Notwithstanding anything contained in the Charter, if and when the Security Agent becomes entitled to put into force and exercise all the powers possessed by it as mortgagee of the Ship or otherwise pursuant to the Mortgage or at any time thereafter, the Security Agent shall be entitled (but not bound) to terminate the Charter at any time by notice in writing to the Owner and the Charterer which notice shall operate to terminate the Charter forthwith if the Ship is then in port and free of cargo or otherwise upon completion of the voyage (including discharge of cargo if any) upon which the Ship was engaged at the time when the said notice to terminate was given.

17.2 Preservation of Owner’s rights

If the circumstances in which the Security Agent becomes entitled under clause 17.1 to terminate the Charter shall constitute or include grounds on which the Owner was entitled to terminate the same, any termination by the Security Agent shall (as between the Owner and the Charterer) operate as an acceptance by the Owner of the Charterer’s repudiation of the Charter and the Owner’s right to recover damages in respect of such repudiation shall be fully preserved.

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17.3 Owner’s breach

Notwithstanding anything herein contained, the Owner shall remain liable to perform all the obligations assumed by it under the Charter and the Security Agent shall have no obligations whatsoever thereunder or be under any liability whatsoever to the Charterer in event of any failure by the Owner to perform its obligations thereunder or hereunder.

17.4 Sale free of Charter

Notwithstanding anything herein contained, in the event of a sale of the S hip during the Charter Period pursuant to the power vested in the Security Agent by virtue of the Finance Documents, such sale shall be free of the Charter and in such an event, the Owner and the Charterer shall enter into such form of agreement or agreements as the Security A gent may require for determination of the Charter by mutual consent.

18 Quiet enjoyment

The Security Agent hereby agrees that for as long as the Charterer is not in breach of any of the terms of the Charter or this Deed, the Security Agent shall not take any action in relation to the Loan Agreement or this Deed or any of the other Finance Documents, which action would have the effect of interfering with the Charterer’s quiet enjoyment of the Ship.

19 Security shortfall and purchase obligation

Notwithstanding anything to the contrary contained in the Charter, the Charter Guarantee, this Deed or any other Finance Document, each of the Owner and the Charterer agree, undertake and acknowledge with the Security Agent that:

19.1 notwithstanding the provisions of clause 36 (SECURITY SHORTFALL) or any other provisions of the Charter, as between the Owner and the Finance Parties, the obligations of the Owner and the other Borrowers under clause 25.12 of the Loan Agreement continue to be obligations of the Borrowers towards the Finance Parties and nothing in such clause 36 (SECURITY SHORTFALL) or any other provisions of the Charter shall relieve any of them or any other Guarantor or any other Obligor from any such obligations; and

19.2 notwithstanding the provisions of clauses 38 (PURCHASE OBLIGATION) and 39 (SALE OF THE VESSEL BY PURCHASE OBLIGATION) or any other provisions of the Charter, in the event that the net proceeds of a sale under clause 38 (PURCHASE OBLIGATION) and 39 (SALE OF THE VESSEL BY PURCHASE OBLIGATION) of the Charter would be insufficient to discharge the prepayment obligations of the Borrowers in respect of such sale under clause 7.6 of the Loan Agreement, then neither the Security Agent nor any other Finance Parties shall be bound by such provisions and the rights and remedies of the Finance Parties under the Loan Agreement and the other Finance Documents shall remain unaffected by the same (and, in particular, the rights of the Finance Parties to not approve a sale of the Ship and/or to receive a prepayment of the Loan and any other amounts as a result of any such sale of the Ship, as set out in the Loan Agreement and the other Finance Documents, shall remain unaffected by the provisions of the Charter).

20 Payments and Taxes

20.1 Grossing up

If at any time the Charterer is required to make any deduction or withholding in respect of Taxes from any payment due to the Security Agent for the account of the Security Agent, the sum due from the Charterer in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Security Agent receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Charterer shall indemnify the Security Agent against any losses or costs incurred by it by reason of any failure of the Charterer to make any

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such deduction or withholding or by reason of any increased payment n o t being made on the due date for such payment. The Charterer shall promptly deliver to the Security Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.

20.2 No set-off or counterclaim

All payments to be made by the Charterer to the Security Agent under the this Deed shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 20.1, free and clear of any deductions or withholdings, in Dollars on the due date to the account of the Security Agent referred to in clause 6 of the Loan Agreement.

20.3 Currency indemnity

If any sum due from the Charterer to the Security Agent pursuant to this Deed or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable under this Deed or under such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or proof against the Charterer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Mortgage or this Deed, the Charterer shall indemnify and hold harmless the Security Agent from and against any loss suffered as a result of any difference between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Security Agent may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.Any amount due from the Charterer under this clause 20.3 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Deed and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

21 Notices

Every notice, request, demand or other communication under this Deed shall:

21.1.1 be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication in permanent written form;

21.1.2 be deemed to have been received in the case of a letter, when delivered personally or three (3) days after it has been put in to the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day); and

21.1.3 be sent:

(a) if to the Owner at: c/o TMS Dry Ltd.

11 Frangoklissias street151 25 Maroussi, Attiki, Greece

Fax no:         +30 210 8090205Attention:     Mr. Dimitris Glynos

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(b) if to the Charterer at:

c/o Dryships Management Services Inc.Athens Licensed Shipping Office109 Kifisias Avenue and Sina Street151 24 Maroussi, Attiki, Greece

Fax no:         +30 210 80 90 575Attention:     Dimitrios Dreliozis

(c) if to the Security Agent at:

KfW IPEX-Bank GmbHPalmengartenstrasse 5-9D-60325 Frankfurt am MainGermany

Fax No:        + 49 (69) 7431 3768Attention:     X2a-Maritime Industries

or to such other address and/or numbers as is notified by one party to the other parties under this Deed.

22 Counterparts

This Deed may be entered into in the form of two or more counterparts, each executed by one or more of the parties, and, provided all the parties shall so execute this Deed, each of the executed counterparts, when duly exchanged or delivered, shall be deemed to be an original but, taken together, they shall constitute one instrument.

23 Severability of provisions

Each of the provisions in this Deed are severable and distinct from the others, and if at any time one or more such provisions is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Deed shall not in any way be affected or impaired thereby.

24 Law and jurisdiction

24.1 Law

This Deed and any non-contractual obligations in connection with this Deed are governed by, and shall be construed in accordance with, English law.

24.2 Submission to jurisdiction

For the benefit of the Security Agent, the parties hereto irrevocably agree that any legal action or proceedings in connection with this Deed may be brought in the English courts, or in the courts of any other country chosen by the Security Agent, each of which shall have jurisdiction to settle any disputes arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed). Each of the Owner and the Charterer irrevocably and unconditionally submits to the jurisdiction of the English courts, and the courts of any country chosen by the Security Agent and irrevocably designates, appoints and empowers Ince Process Agents Ltd. Aldgate Tower, 2 Leman Street, London, E1 8QN, England to receive, for it and on its behalf, service of process issued out of the English courts in any legal action or proceedings arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed).  The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Security Agent to take proceedings against the Owner and/or the Charterer in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more

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jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The parties further agree that only the courts of England and not those of any other State shall have jurisdiction to determine any claim which the Owner or the Charterer may have against the Security Agent arising out of or in connection with the Mortgage and/or this Deed (including any non-contractual obligations connected with the Mortgage and/or this Deed).

24.3 Contracts (Rights of Third Parties) Act 1999

No term of this Deed is enforceable under the provisions of the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Deed.

IN WITNESS whereof this Deed has been duly executed as a deed the day and year first above written.

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Schedule 1

Forms of Loss Payable Clauses

Part A - Charter Period

1 Hull and machinery (marine and war risks)

By a Tripartite Deed of Covenant dated [ · ] 2018 HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the "Owner") and SALACIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”) have each assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner’s and the Charterer’s rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner and/or the Charterer in respect of the vessel Xanadu and accordingly:

(a) all claims hereunder in respect of an actual or constructive or compromised or arranged total loss, and all claims in respect of a major casualty (that is to say any casualty the claim in respect of which exceeds One million Dollars (US$1,000,000) (or the equivalent in any other currency) inclusive of any deductible shall be paid in full to the Mortgagee or to its order; and

(b) all other claims hereunder shall be paid in full to the Charterer or to its order, unless and until the Mortgagee shall have notified insurers hereunder to the contrary, whereupon all such claims shall be paid to the Mortgagee or to its order.

2 War risks

It is noted that KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) is interested as first mortgagee in the subject matter of this insurance. Save as hereinafter provided, all claims (whether in respect of actual, constructive, arranged or compromised total loss or otherwise) which, but for this Loss Payable Clause would be payable to HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) or SALACIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”) shall be payable to the Mortgagee provided always that unless and until notice in writing to the contrary has been received by the Association, claims (other than total loss claims) not exceeding One million Dollars (US$1,000,000) (or the equivalent in any other currency) in respect of any one claim shall be paid direct to the Owner or the Charterer to its order.

3 Protection and indemnity

Payment of any recovery which HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the "Owner”) or SALACIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Charterer”) is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Owner or the Charterer, shall be made to the Owner or the Charterer or to its order, unless and until the Association receives notice to the contrary from KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) in which event all recoveries shall thereafter be paid to the Mortgagee or its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until the expiry of two (2) clear business days from the receipt of such notice.

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Part B - Non-Charter Period

1 Hull and machinery (marine and war risks)

By a Tripartite Deed of Covenant dated [ · ] 2018, HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) has assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner’s rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of the vessel Xanadu and accordingly:

(a) all claims hereunder in respect of an actual or constructive or compromised or arranged total loss, and all claims in respect of a major casualty (that is to say any casualty the claim in respect of which exceeds One million Dollars (US$1,000,000) (or the equivalent in any other currency inclusive of any deductible)) shall be paid in full to the Mortgagee or to its order; and

(b) all other claims hereunder shall be paid in full to the Owner or to its order, unless and until the Mortgagee shall have notified insurers hereunder to the contrary, whereupon all such claims shall be paid to the Mortgagee or to its order.

2 War risks

It is noted that KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) is interested as first mortgagee in the subject matter of this insurance. Save as hereinafter provided, all claims (whether in respect of actual, constructive, arranged or compromised total loss or otherwise) which, but for this Loss Payable Clause would be payable to HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) shall be payable to the Mortgagee provided always that unless and until notice in writing to the contrary has been received by the Association, claims (other than total loss claims) not exceeding One million Dollars (US$1,000,000) (or the equivalent in any other currency) in respect of any one claim shall be paid direct to the Owner or to its order.

3Protection and indemnity

Payment of any recovery which HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Owner, shall be made to the Owner or to its order, unless and until the Association receives notice to the contrary from KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) in which event all recoveries shall thereafter be paid to the Mortgagee or its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until the expiry of two (2) clear business days from the receipt of such notice.

4Loss of earnings

By a Tripartite Deed of Covenant dated [ · ] 2018 HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands (the “Owner”) assigned to KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Mortgagee”) all the Owner’s rights, title and interest in and to all policies and contracts of insurance from time to time taken out or entered into by or for the benefit of the Owner in respect of m.v. Xanadu and accordingly all claims hereunder shall be paid in full to NL66ABNA0248741322 unless and until the Mortgagee shall have notified the insurers hereunder to the contrary, whereupon in either case all such claims shall be paid to the Mortgagee or its order.

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Schedule 2

Forms of Notices of Assignment of Insurances

Part A - Charter Period Notice of Assignment

(For attachment by way of endorsement to the Policy)

HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands and SALACIA MARINE INC. of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands, the owners and demise charterers, respectively, of the motor vessel Xanadu HEREBY GIVE NOTICE that by a Tripartite Deed of Covenant dated [ · ] 2018 and entered into by us with KfW IPEX-BANK GmbH there has been assigned by us to KfW IPEX-BANK GmbH as mortgagees of the said vessel all insurances in respect thereof, including the insurances constituted by the policy whereon this notice is endorsed.

Signed

For and on behalf of

HARPINA OWNING COMPANY LIMITED

Dated: [ · ] 2018

Signed

For and on behalf of

SALACIA MARINE INC.

Dated: [ · ] 2018

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Part B - Non-Charter Period

Notice of Assignment

(For attachment by way of endorsement to the Policy)

HARPINA OWNING COMPANY LIMITED of Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands, the owners of the m.v. Xanadu HEREBY GIVE NOTICE that by a Tripartite Deed of Covenant dated [ · ] 2018 and entered into by us with KfW IPEX-BANK GmbH and others there has been assigned by us to KfW IPEX-BANK GmbH as mortgagees of the said vessel all insurances in respect thereof, including the insurances constituted by the policy whereon this notice is endorsed.

Signed

For and on behalf of

HARPINA OWNING COMPANY LIMITED

Dated: [ · ] 2018

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Schedule 3

Form of Notice of Assignment of Owner’s Earnings

To:  SALACIA MARINE INC.

m.v. Xanadu

Werefer to the bareboat charter dated 19 November 2018 (the “Charterparty”) made between us, HARPINA OWNING COMPANY LIMITED, and you, SALACIA MARINE INC., whereby we agreed to let and you agreed to take on bareboat charter for the period and upon the terms and conditions therein mentioned the vessel Xanadu registered in our name under the flag of Malta.

NOW WE HEREBY GIVE YOU NOTICE

1 that, by a Tripartite Deed of Covenant dated [ · ] 2018 made between us, you and KfW IPEX- BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the “Assignee”),we have assigned to the Assignee all our rights, title and interest to and in any moneys whatsoever payable to us under the Charterparty including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by you of the Charterparty; and

2 that you are hereby irrevocably authorised and instructed to pay such moneys as aforesaid to our account held with the Assignee with account number NL66ABNA0248741322 or to such other account as the Assignee may from time to time direct.

The authority and instructions hereby contained cannot be revoked or varied by us without the consent of the Assignee.

For and on behalf of

HARPINA OWNING COMPANY LIMITED

Dated: [ · ] 2018

To:  HARPINA OWNING COMPANY LIMITED

       and KfW IPEX-BANK GmbH

We acknowledge receipt of the notice set out above and consent to the assignment referred to herein.

This letter is governed by English law.

For and on behalf of

SALACIA MARINE INC.

Dated: [ · ] 2018

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Schedule 4

Form of Notice of Assignment of Charter Guarantee and Acknowledgement

To:DRYSHIPS INC.

m.v. Xanadu

We refer to:

(a) the “Barecon 2001 bareboat” charterparty (the “Charter”) dated as of 19 November 2018 made between (i) us HARPINA OWNING COMPANY LIMITED and (ii) SALACIA MARINE INC. (the “Charterer”) whereby we agreed to let and the Charterer agreed to take on bareboat charter for the period and upon the terms and conditions therein mentioned the vessel Xanadu registered in our name under the Maltese flag; and

(b) the guarantee contained in the Charter (the “Charter Guarantee”) whereby you guaranteed the obligations of the Charterer under the Charter.

NOW WE HEREBY GIVE YOU NOTICE:

1 that, by a Deed dated [ · ] 2018 made between us and KfW IPEX-BANK GmbH of Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany acting for the purposes of this Deed through its office at Palmengartenstrasse 5-9, D-60325 Frankfurt am Main, Germany (the ‘‘Mortgagee”) and others, we have assigned to the Mortgagee all our rights title and interest to and in any moneys whatsoever payable to us under the Charter and the Charter Guarantee and all other rights and benefits whatsoever accruing to us under the Charter and the Charter Guarantee including (but without prejudice to the generality of the foregoing) all claims for damages in respect of any breach by the Charterer of the Charter; and

2 that you are hereby irrevocably authorised and instructed to pay such moneys as aforesaid to our bank account held with the Mortgagee with account number NL66ABNA0248741322 or to such other account as the Mortgagee may from time to time direct.

The authority and instructions herein contained cannot be revoked or varied by us without the consent of the Mortgagee.

For and on behalf of

HARPINA OWNING COMPANY LIMITED

Dated: [ · ] 2018

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To:Harpina Owning Company Limited

       and

       KfW Ipex-Bank GmbH

We acknowledge receipt of the notice set out above (the “Notice”) and consent to the assignment referred to therein and, in consideration of US$10 and other good and valuable consideration (the receipt and adequacy of which we hereby acknowledge), we hereby undertake with, and confirm to, the Mortgagee as follows:

(a) to pay all amounts due from us under the Charter Guarantee in full in Dollars (and without any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings) to the account specified in the Notice or to such other account as the Mortgagee will require, or to the Mortgagee or its order;

(b) to permit the Mortgagee to enforce all other rights and benefits whatsoever accrued or accruing to the Owner under the Charter Guarantee to and for this purpose to take over or institute proceedings in respect thereof;

(c) not, without the prior written consent of the Mortgagee to agree to any variation of the Charter Guarantee;

(d) to perform our obligations under the Charter Guarantee; and

(e) that we have not received any notice of, any prior charge, assignment or encumbrance over the Owner’s right, title and interest in and to the Charter Guarantee.

Words and expressions defined in the Notice shall have the same meanings when used herein.

This letter is governed by English law.

Yours faithfully

For and on behalf of

DRYSHIPS INC.

Dated [  ] 2018

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EXECUTED as a DEED	)
by Dimitrios Glynos	)
for and on behalf of	)
HARPINA OWNING COMPANY LIMITED	)
as Owner	)	/s/ Dimitrios Glynos
in the presence of:	)	Attorney-in-fact

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis
Address:
Occupation:	Solicitor
	Norton Rose Fulbright Greece

EXECUTED as a DEED	)
by Dimitrios Glynos	)
for and on behalf of	)
SALACIA MARINE INC.	)
as Charterer	)	/s/ Dimitrios Glynos
in the presence of:	)	Attorney-in-fact

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis
Address:
Occupation:	Solicitor
	Norton Rose Fulbright Greece

EXECUTED as a DEED	)
by	)
and by
for and on behalf of	)
KfW IPEX-BANK GmbH	)
as Security Agent	)	/s/ Christos Magklaras
in the presence of:	)	Authorised signatory

/s/ Dimitrios Beis
Witness
Name:	Dimitrios Beis	Christos Magklaras
Address:
Occupation:	Solicitor	Solicitor
	Norton Rose Fulbright Greece	Norton Rose Fulbright Greece

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EX-4.81

Exhibit 4.81

SIDE LETTER AGREEMENT

TO A BAREBOAT CHARTER DATED 19TH NOVEMBER 2018

This Side Letter Agreement (hereinafter called the “Side Letter”) is made and entered into this 13^th day of December, 2018 by and between:

(A) CORYSIA OWNING COMPANY LIMITED, a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the “Owners”);

(B) EGERIA MARINE INC., a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the “Charterers”);and

(C) DRYSHIPS INC., a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the “Charterers’ Guarantor”)

The Owners, the Charterers and the Charterers’ Guarantor are hereinafter collectively called the “Parties”

WHEREAS:-

(A) By a bareboat charter dated 19^th November 2018 made between the Owners and the Charterers (the “Bareboat Charter”), the Owners have agreed to let and the Charterers have agreed to take m/v “Conquistador”, registered under Malta flag (the “Vessel”), on demise charter upon the terms and conditions contained therein.

(B) The Charterers’ Guarantor has guaranteed the obligations of the Charterers under the Bareboat Charter.

(C) By a facility agreement dated 30^th September 2016 as amended and supplemented from time to time and entered into between inter alios (i) the Owners, Harpina Owning Company Limited and Pliades Owning Company Limited as joint and several borrowers, (ii) the banks and financial institutions listed therein as lenders (the “KFW Lenders”), (iii) KFW IPEX- Bank GmbH (“KFW”) as arranger, agent, security agent and hedging provider and (iv) Capeships Inc., Holdships Inc. as guarantors and (v) Melite Owning Company Limited as collateral owner, the KFW Lenders have made available to the

Borrowers, jointly and severally, a loan of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) of which the principal amount outstanding as of today is Seventy one million six hundred twenty five thousand dollars ($71,625,000) (the “KFW Facility Agreement”).

(D) The Charterers wish to purchase and install scrubbers (the “Scrubbers”) on board the Vessel at their own cost (the “Scrubber Costs”) whereas the Owners at Charterers’ instructions are currently under discussions with KFW so as to obtain financing in relation to the Scrubber Costs in the form of an additional tranche-top up facility to the existing KFW Facility Agreement (the “Additional KFW Facility Agreement”).

Now therefore, in consideration of the agreements contained herein and for certain other good and valuable consideration, it is hereby agreed as follows:

(1) The Charterers hereby agree to pay for the Scrubber Costs so as for the Scrubbers to be installed on board the Vessel which shall become the property of the Charterers.

(2) The Charterers, the Charterers’ Guarantor and the Owners hereby agree and undertake that in the event that the Additional KFW Facility Agreement is entered into, (i) the Owners shall arrange that any amounts drawn by the Owners under the Additional KFW Facility Agreement will be immediately paid by the Owners to the Charterers, (ii) the Charterers shall bear all fees and expenses in relation to the Additional KFW Facility Agreement and (iii) the Parties shall enter into an addendum (if necessary) to the Bareboat Charter so as to reflect certain amendments on the Bareboat Charter on a back to back basis including but not limited to the adjustment of the amounts of the fixed Charterhire A and Charterhire B which shall be increased so as to correspond to the repayment installments under the Additional KFW Facility Agreement.

(3) The Charterers and the Charterers’ Guarantor hereby agree and undertake to assist and provide such information and documents reasonably required to enable the Owners to comply with the provisions of the Additional KFW Facility Agreement and also to execute any documentation, addenda and/or notices or acknowledgements in relation to the security to be granted under the Additional KFW Facility Agreement.

(4) This Side Letter shall be governed by and construed in accordance with the laws of England.  Any dispute arising out of or in connection with this Side Letter shall be resolved in accordance with the procedures set out in clause 30 of the Bareboat Charter.

IN WITNESS WHEREOF the PARTIES hereto have caused this Side Letter duly executed by their duly authorized officers or attorneys-in-fact on the day and year first above written.

/s/ Dimitrios Glynos
CORYSIA OWNING COMPANY LIMITED
Name:	Dimitrios Glynos
Title:	Attorney-in-fact

/s/ Dimitrios Dreliozis
EGERIA MARINE INC.
Name:	Dimitrios Dreliozis
Title:	Attorney-in-fact

/s/ Dimitrios Dreliozis
DRYSHIPS INC.
Name:	Dimitrios Dreliozis
Title:	Vice President -Finance

EX-4.82

Exhibit 4.82

SIDE LETTER AGREEMENT

TO A BAREBOAT CHARTER DATED 19TH NOVEMBER 2018

This Side Letter Agreement (hereinafter called the “Side Letter”) is made and entered into this 13^th day of December, 2018 by and between:

(A) PLIADES OWNING COMPANY LIMITED, a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the “Owners”);

(B) LUCINA MARINE INC., a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the “Charterers”);and

(C) DRYSHIPS INC., a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the “Charterers’ Guarantor”)

The Owners, the Charterers and the Charterers’ Guarantor are hereinafter collectively called the “Parties”

WHEREAS:-

(A) By a bareboat charter dated 19^th November 2018 made between the Owners and the Charterers (the “Bareboat Charter”), the Owners have agreed to let and the Charterers have agreed to take m/v “Pink Sands”, registered under Malta flag (the “Vessel”), on demise charter upon the terms and conditions contained therein.

(B) The Charterers’ Guarantor has guaranteed the obligations of the Charterers under the Bareboat Charter.

(C) By a facility agreement dated 30^th September 2016 as amended and supplemented from time to time and entered into between inter alios (i) the Owners, Harpina Owning Company Limited and Corysia Owning Company Limited as joint and several borrowers, (ii) the banks and financial institutions listed therein as lenders (the “KFW Lenders”), (iii) KFW IPEX- Bank GmbH (“KFW”) as arranger, agent, security agent and hedging provider and (iv) Capeships Inc., Holdships Inc. as guarantors and (v) Melite Owning Company Limited as collateral owner, the KFW Lenders have made available to the

Borrowers, jointly and severally, a loan of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) of which the principal amount outstanding as of today is Seventy one million six hundred twenty five thousand dollars ($71,625,000) (the “KFW Facility Agreement”).

(D) The Charterers wish to purchase and install scrubbers (the “Scrubbers”) on board the Vessel at their own cost (the “Scrubber Costs”) whereas the Owners at Charterers’ instructions are currently under discussions with KFW so as to obtain financing in relation to the Scrubber Costs in the form of an additional tranche-top up facility to the existing KFW Facility Agreement (the “Additional KFW Facility Agreement”).

Now therefore, in consideration of the agreements contained herein and for certain other good and valuable consideration, it is hereby agreed as follows:

(1) The Charterers hereby agree to pay for the Scrubber Costs so as for the Scrubbers to be installed on board the Vessel which shall become the property of the Charterers.

(2) The Charterers, the Charterers’ Guarantor and the Owners hereby agree and undertake that in the event that the Additional KFW Facility Agreement is entered into, (i) the Owners shall arrange that any amounts drawn by the Owners under the Additional KFW Facility Agreement will be immediately paid by the Owners to the Charterers, (ii) the Charterers shall bear all fees and expenses in relation to the Additional KFW Facility Agreement and (iii) the Parties shall enter into an addendum (if necessary) to the Bareboat Charter so as to reflect certain amendments on the Bareboat Charter on a back to back basis including but not limited to the adjustment of the amounts of the fixed Charterhire A and Charterhire B which shall be increased so as to correspond to the repayment installments under the Additional KFW Facility Agreement.

(3) The Charterers and the Charterers’ Guarantor hereby agree and undertake to assist and provide such information and documents reasonably required to enable the Owners to comply with the provisions of the Additional KFW Facility Agreement and also to execute any documentation, addenda and/or notices or acknowledgements in relation to the security to be granted under the Additional KFW Facility Agreement.

(4) This Side Letter shall be governed by and construed in accordance with the laws of England.  Any dispute arising out of or in connection with this Side Letter shall be resolved in accordance with the procedures set out in clause 30 of the Bareboat Charter.

IN WITNESS WHEREOF the PARTIES hereto have caused this Side Letter duly executed by their duly authorized officers or attorneys-in-fact on the day and year first above written.

/s/ Dimitrios Glynos
PLIADES OWNING COMPANY LIMITED
Name:	Dimitrios Glynos
Title:	Attorney-in-fact

/s/ Dimitrios Dreliozis
LUCINA MARINE INC.
Name:	Dimitrios Dreliozis
Title:	Attorney-in-fact

/s/ Dimitrios Dreliozis
DRYSHIPS INC.
Name:	Dimitrios Dreliozis
Title:	Vice President -Finance

EX-4.84

Exhibit 4.84

MEMORANDUM OF AGREEMENT	Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships.  Adopted by The Baltic and International Maritime Council (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87
Dated: 4 May 2018

Serenity Owners Inc., a company incorporated and existing under the laws of Marshall Islands hereinafter called the Sellers, have agreed to sell, and

Hai Kuo Shipping 1621 Limited, a company incorporated and existing under the laws of the Marshall Islands hereinafter called the Buyers, subject to Clause 17 of this Agreement have agreed to buy

Name:  Bacon

Classification Society/Class: ABS (Americas) AB

Built:  2013	By: Quingdao Yangfan Shipyard, People’s Republic of China
Flag:  Malta	Place of Registration:  Valletta
Call Sign:  9HA4552	Grt/Nrt:  107162/68519
Register Number:  IMO Number: 9639517

hereinafter called the Vessel, on the following terms and conditions: ______

Definitions

"Banking dDays" are days excluding Saturdays and Sundays on which banks are generally open for business both in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing. the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.

"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telexemail, telefax or other modern form of written communication.

"Classification Society" or "Class" means the Society referred to in line 4.

1.Purchase Price

United States Dollars Thirty Eight Million (USD38,000,000)

2.Deposit

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within ____ banking days from the date of this Agreement.  This deposit shall be placed with ______________ and held by them in a joint account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.

3.Payment

The said Purchase Price shall be paid in accordance with Clause 18 of this Agreement.full free of bank charges to _____________________ on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and

Notice of Readiness has been given in accordance with Clause 5.

4.Inspections

a)*The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in ______ on ______ and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

b)*The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within ______ The Sellers shall provide for inspection of the Vessel at/in ______ The Buyers shall undertake the inspection without undue delay to the Vessel.Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection. Should notice of acceptance of the Vessel’s classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply.

5.Notices, time and place of delivery

a)The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with________, ________ and __________ days notice of the estimated time of arrival at the intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place of delivery and in every respect physically and legally ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)The Vessel shall be delivered and taken over safely afloat at the place where the Vessel is located at the same time simultaneously with the delivery of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) provided that the terms and conditions for the chartering of the Vessel by the buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) are satisfied.  The delivery of the Vessel under this Agreement and the delivery of the Associated Vessels (as defined in the BBC) under the Associated BBCs (as defined in the BBC) shall take place on the same day.  It is hereby agreed that the Vessel may be delivered at Sea. a safe and accessible berth, or anchorage at/in _______________ in the the Sellers' option.

Expected time of delivery:  on or about 18 May 2018

Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14 of this Agreement):  30 June 2018, in the Buyers’ option to exercise.

c)If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery

and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notificationshall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61.

If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.

d)Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void, in which case the Sellers shall compensate the Buyers all the costs and expenses properly documented and incurred by the Buyers arising out of or in connection with this Agreement.

6.Drydocking/Divers Inspection

a)**      The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

b)**(i)    The Vessel is to be delivered without drydocking.However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

(ii)     If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for

inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification Society's attendance.

(iii)    If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date provided for in Clause 5 b)) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 running days.

c)If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

(i)the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society's rules for tailshaft survey and consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

(ii)the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel's class*.

(iii)the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result

of the surveyor if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the aforesaid expenses, dues and fees.

(iv)the Buyers' representative shall have the right to be present in the drydock, but without interfering with the work or decisions of the Classification surveyor.

(v)the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without interfering with the Sellers' or the Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the Vessel is in drydock or not and irrespective of Clause 5 b).

Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

**6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all such spare parts and equipment as necessary to comply with the minimum requirements imposed on the Vessel by the Vessel’s technical manager, the Classification Society, the Buyers’ choice of flag and under the BBC (as defined in Clause 17 of this Agreement), if any.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of deliveryinspection used or unused, whether on board or not shall become the Buyers' property, butincluding spares on order which shall be taken over by the Buyers without extra compensation to the Sellers.  The Sellers shall provide the Buyers with an inventory at the time of delivery.are to be excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare parts including spare tail - end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale without extra paymentif they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Remaining bunkers, lubricating oil and other consumerable stores (excluding spare parts) on board the Vessel at the time of delivery shall be excluded from the sale and subject to the terms of Clause 9 of the BBC (as defined in Clause 17 of this Agreement). The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale, as well as the following additional items (including items on hire):

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay the current net market price (excluding barging expenses) at the port and date

of delivery of the Vessel.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

8.Documentation

The place of closing: Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time.

In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely:

a)Legal Bill of Sale in a form recordable in ________ the country in which the Buyers are

to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority.

b)Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel.

c)Confirmation of Class issued within 72 hours prior to delivery.

d)Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances.

e)Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered.

f)Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.  At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel.  Other certificates which are on board the Vessel shall also be left on board.  Other technical documentation which may be in the Sellers’ possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.

9.Encumbrances

The Sellers warrant that, and the Buyers’ obligation to take delivery of the Vessel hereunder are conditional upon, the Vessel, at the time of delivery, is free from all arrests, taxes, detentions, stowaways, claims,charters, encumbrances,

mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel and administrative claims and detentions arising from such claims which have been incurred prior to the time of delivery.

10.Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag shall be for the Buyers' account, whereas and similar charges in connection with the sale and the closing of the Sellers' register (if any) shall be for the Sellers' account.

11.Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepteddelivery on a strictly “as is, where is” basis.

However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by Class or the relevant authorities at the time of delivery. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to the delivery of the Vessel which upon being reported to the Classification Society would lead to the withdrawal of the Vessel’s class or the imposition of a recommendation relating to her class.

"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a)or 4 b), if applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*          Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12.Name/markings

Upon delivery the Buyers undertake not to change the name of the Vessel and alter funnel markings.

13.Buyers' default

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clauses 3 and 18 of this Agreement or on such later date as may be agreed by the Sellers and the Buyers, the Sellers have the right to cancel the Agreement, in which casebut the Buyers shall not be liable to any loss, costs or expenses incurred by the Sellers arising out of or in connection with the Buyers default.the deposit together with interest earned shall be released to the Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

14.Sellers' default

In the event thatShould the Sellers (i) fail to give Notice of Readiness in accordance with Clause 5 a) or (ii) fail to be ready to validly complete a legal transfer of the Vessel on or beforeby the date stipulated in line 61, or (ii) the Sellers shall otherwise default in the delivery of the Vessel according to the terms of this Agreement,the Buyers shall have the right in their option to cancelof cancelling this Agreement, in which case this Agreement

Shall be null and void and the Sellers shall compensate the Buyers all reasonable and properly documented costs and expenses incurred by the Buyers arising out of or in connection with this Agreement.provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15.Buyers' representatives

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers have the right to place two representatives on board the Vessel at their sole risk and expense upon arrival at on or about _____

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkatio`n.

16.Arbitration (See Rider Clause 22 of this Agreement)

a)*     This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement  shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final.

b)*       This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Law of the State of New York and should any dispute arise out of this Agreement, the matter in dispute shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for purpose of enforcing any award, this Agreement may be made a rule of the Court.

The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. New York.

c)*       Any dispute arising out of this Agreement shall be referred to arbitration at             , subject to the procedures applicable there.

The laws of             shall govern this Agreement.

*          16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply.

Buyers:	Sellers:
/s/ Lee Kwak Chun	/s/ Savvas Tournis
Hai Kuo Shipping 1621 Limited	Serenity Owners Inc.
By:  Lee Kwak Chun	By:  Savvas Tournis
Title:  Attorney-in-fact	Title:  Attorney-in-fact

EX-4.83

Exhibit 4.83

SIDE LETTER AGREEMENT

TO A BAREBOAT CHARTER DATED 19TH NOVEMBER 2018

This Side Letter Agreement (hereinafter called the "Side Letter") is made and entered into this 13^th day of December, 2018 by and between:

(A) HARPINA OWNING COMPANY LIMITED, a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the "Owners");

(B) SALACIA MARINE INC., a corporation organized and existing  under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter called the "Charterers"); and

(C) DRYSHIPS INC., a corporation organized and existing under the laws of Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (hereinafter  called the "Charterers' Guarantor")

The Owners, the Charterers and the Charterers' Guarantor are hereinafter collectively called the "Parties"

WHEREAS:-

(A) By a bareboat charter dated 19^th November 2018  made between the Owners and the Charterers (the "Bareboat Charter"), the  Owners have agreed  to let. and the Charterers have agreed to take m/v "Xanadu", registered under Malta flag (the "Vessel"), on demise charter upon the terms and conditions contained therein.

(B) The Charterers' Guarantor has guaranteed the obligations of the Charterers under the Bareboat Charter.

(C) By a facility agreement dated 30^th September 2016 as amended and supplemented from time to time and entered into between inter alios (i) the Owners, Pliades Owning Company Limited and Corysia Owning Company Limited as joint and several borrowers, (ii) the banks and financial institutions listed therein as lenders (the "KFW Lenders"), (iii) KFW IPEX- Bank GmbH ("KFW") as arranger, agent, security agent and hedging provider and (iv) Capeships Inc., Holdships Inc. as guarantors and (v) Melite Owning Company Limited  as  collateral  owner, the KFW Lenders have made available to the

Borrowers, jointly and severally, a loan of up to Eighty two million seven hundred and sixty two thousand five hundred Dollars ($82,762,500) of which the principal amount outstanding as of today is Seventy one million six hundred twenty five thousand dollars ($71,625,000) (the "KFW Facility Agreement").

(D) The Charterers wish to purchase and install scrubbers (the "Scrubbers") on board the Vessel at their own cost (the "Scrubber Costs") whereas the Owners at Charterers' instructions are currently under discussions with KFW so as to obtain financing in relation to the Scrubber Costs in the form of an additional tranche-top up facility to the existing KFW Facility Agreement (the "Additional KFW Facility Agreement").

Now therefore, in consideration of the agreements contained herein and for certain other good and valuable consideration, it is hereby agreed as follows:

(1) The Charterers hereby agree to pay for the Scrubber Costs so as for the Scrubbers to be installed on board the Vessel which shall become the property of the Charterers.

(2) The Charterers, the Charterers' Guarantor and the Owners hereby agree and undertake that in the event that the Additional KFW Facility Agreement is entered into, (i) the Owners shall arrange that any amounts drawn by the Owners  under the Additional KFW Facility Agreement will be immediately paid by the Owners to the Charterers, (ii) the Charterers shall bear all fees, and expenses in relation to the Additional KFW Facility Agreement and (iii) the Parties shall enter into an addendum (if necessary) to the Bareboat Charter so as to reflect certain amendments on the Bareboat Charter on a back to back basis including but not limited to the adjustment of the amounts of the fixed Charterhire A and Charterhire B which shall be increased so as to correspond to the repayment installments under the Additional KFW Facility Agreement.

(3) The Charterers and the Charterers' Guarantor hereby agree and undertake to assist and provide such information and documents reasonably required to enable the Owners to comply with the provisions of the Additional KFW Facility Agreement and also to execute any documentation, addenda and/or notices or acknowledgements in relation to the security to be granted under the Additional KFW Facility Agreement.

(4) This Side Letter shall be governed by and construed in accordance with the laws of England. Any dispute arising out of or in connection with this Side Letter shall be resolved in accordance with the procedures set out in clause 30 of the Bareboat Charter.

IN WITNESS WHEREOF the PARTIES hereto have caused this Side Letter duly executed by their duly authorized officers or attorneys-in-fact on the day and year first above written.

/s/ Dimitrios Glynos
HARPINAOWNING COMPANY LIMITED
Name:	Dimitrios Glynos
Title:	Attorney-in-fact

/s/ Dimitrios Dreliozis
SALACIA MARINE INC.
Name:	Dimitrios Dreliozis
Title:	Attorney-in-fact

/s/ Dimitrios Dreliozis
DRYSHIPS INC.
Name:	Dimitrios Dreliozis
Title:	Vice President -Finance

EX-4.85

Exhibit 4.85

MEMORANDUM OF AGREEMENT	Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships.  Adopted by The Baltic and International MaritimeCouncil (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87
Dated: 4 May 2018___________________________

Kahuna Owners Inc., a company incorporated and existing under the laws of Marshall Islands hereinafter called the Sellers, have agreed to sell, and

Hai Kuo Shipping 1622 Limited, a company incorporated and existing under the laws of the Marshall Islands hereinafter called the Buyers, have agreed to buy

Name:  Castellani

Classification Society/Class: Nippon Kaiji Kyokal NK

Built: 2014	By:  Tsuneishi Shipbuilding Co. Ltd, Japan
Flag:  Malta	Place of Registration: Valletta
Call Sign:  9HA4578	Grt/Nrt: 43005/27239
Register:IMO Number: 9602409

hereinafter called the Vessel, on the following terms and conditions: ______

Definitions

"Banking dDays" are days excluding Saturdays and Sundays on which banks are generally open for business both in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing.the country of the currency stipulated for the Purchase Price inClause 1and in the place of closing stipulated in Clause 8.

"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefaxemail, or other modern form of written communication.

"Classification Society" or "Class" means the Society referred to in line 4.

1.Purchase PriceUnited States Dollars Twenty Four Million (USD24,000,000)

2.Deposit

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price (the "Deposit") within (3) three banking days from the date of this Agreement.  The deposit shall be placed with _______ and held by them in a joint account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.

3.Payment

The said Purchase Price shall be paid in accordance with Clause 18 of this Agreement. full free of bank charges to _____________________ on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of Readiness has been given in accordance withClause 5.

4.Inspections

a)*The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in ______ on ______ and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

b)*The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within ______ The Sellers shall provide for inspection of the Vessel at/in ______ The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred,  The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection. Should notice of acceptance of the Vessel's classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply.

5.Notices, time and place of delivery

a)The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with_________, _____________, and ________________ days notice of the estimated time of arrival at the intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place of delivery and in every respect physically and legally ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)The Vessel shall be delivered and taken over safely afloat at the place where the Vessel is located at the same time simultaneously with the delivery of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) provided that the terms and conditions for the chartering of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) are satisfied. The delivery of the Vessel under this Agreement and the delivery of the Associated Vessels (as defined in the BBC) under the Associated BBCs (as defined in the BBC) shall take place on the same day.  It is hereby agreed that the Vessel may be delivered at Sea. a safe and accessible berth or anchorage at/in ___ in the Seller's option.

Expected time of delivery: on or about 18 May 2018

Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14 of this Agreement):  30 June 2018, in the Buyers' option to exercise.

c)If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the

option of either cancelling this Agreement in accordance withClause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61.

If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.

d)Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void, in which case the Sellers shall compensate the Buyers all the costs and expenses properly documented and incurred by the Buyers arising out of or in connection with this Agreement.

6.Drydocking/Divers Inspection

a)**The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good at the Sellers'expensetothe satisfaction of the Classification Society without condition/recommendation*.

b)**(i)  The Vessel is to be delivered without drydocking.  However, the Buyersshall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

(ii)If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load

line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification Society's attendance.

(iii)If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5 b).Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date provided for in Clause 5 b)) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 running days.

c)If the Vessel is drydocked pursuant to Clause6 a)or6 b) above

(i)the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society's rules for tailshaft survey and consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

(ii)the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel's class*.

(iii)the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result of the survey or if it requires survey of the tailshaft system. In all other cases the

Buyers shall pay the aforesaid expenses, dues and fees.

(iv)the Buyers' representative shall have the right to be present in the drydock, but without interfering with the work or decisions of the Classification surveyor.

(v)the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without interfering with the Sellers' or the Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the Vessel is in drydock or not and irrespective of Clause 5 b).

* Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

** 6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all such spare parts and equipment as necessary to comply with the minimum requirements imposed on the Vessel by the Vessel's technical manager, the Classification Society, the Buyers' choice of flag and under the BBC (as defined in Clause 17 of this Agreement), if any.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection delivery used or unused, whether on board or not shall become the Buyers' property, but including spares on order which shall be taken over by the Buyers without extra compensation to the Sellers.  The Sellers shall provide the Buyer's with an inventory at the time of delivery. are to be excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare parts including spare tail - end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale without extra payment if they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Remaining bunkers, lubricating oil and other consumerable stores (excluding spare parts) on board the Vessel at the time of delivery shall be excluded from the sale and subject to terms of Clause 9 of the BBC (as defined in Clause 17 of this Agreement).  The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale, as well as the following additional items (including items on hire):_______

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay the current net market price (excluding barging expenses) at the port and date

of delivery of the Vessel.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

8.Documentation

The place of closing: Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time.

In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely:

a)Legal Bill of Sale in a form recordable in _______ (the country in which the Buyers are to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority.

b)Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel.

c)Confirmation of Class issued within 72 hours prior to delivery.

d)Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances.

e)Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered.

f)Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies.  Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same. At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be left on board.  Other technical documentation which may be in the Sellers' possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.

9.Encumbrances

The Sellers warrant that, and the Buyers' obligation to take delivery of the Vessel hereunder are conditional upon, the Vessel, at the time of delivery, is free from all arrests, taxes, detentions,

stowaways, claims, charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel and administrative claims and detentions arising from such claims which have been incurred prior to the time of delivery.

10.Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag shall be for the Buyers' account, whereas and similar charges in connection with the sale and the closing of the Sellers' register (if any) shall be for the Sellers' account.

11.Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepted delivery on a strictly "as is, where is" basis.

However, the Vessel shall be delivered with her class maintained without condition/recommendation* [(other than the Class recommendations in respect of the damages in the Vessel's cargo holds disclosed to the Buyers before the date of this Agreement and to be compiled with by 27 January 2019)], free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by Class or the relevant authorities at the time of delivery. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to the delivery of the Vessel which upon being reported to the Classification Society would lead to the withdrawal of the Vessel's class or the imposition of a recommendation relating to her class.

"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a) or 4 b), if applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12.Name/markings

Upon delivery the Buyers undertake not to change the name of the Vessel and alter funnel markings.

13.Buyers' default

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clause 3 and 18 of this Agreement or on such later date as may be agreed by the Sellers and the Buyers, the Sellers have the right to cancel the Agreement, in which case but the Buyers shall not be liable to any loss, costs or expenses incurred by the Sellers arising out of or in connection with the Buyers default.the deposit together with interest earned shall be released to the Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

14.Sellers' default

In the event that Should the Sellers (i) fail to give Notice of Readiness in accordance with Clause 5 a) or (ii) fail to be ready

to validly complete a legal transfer of the Vessel on or before by the date stipulated in line 61, or (iii) the Sellers shall otherwise default in the delivery of the Vessel according to the terms of this Agreement, the Buyers shall have the right in their option to cancel of cancelling this Agreement, in which case this Agreement shall be null and void and the Sellers shall compensate the Buyers all reasonable and properly documented costs and expenses incurred by the Buyers arising out of or in connection with this Agreement. provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15.Buyers' representatives

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers have the right to place two representatives on board the Vessel at their sole risk and expense upon arrival at ________ on or about _______ These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkation.

16.Arbitration

a)*This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final.

b)*This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Law of the State of New York and should any dispute arise out of this Agreement, the matter in dispute shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for purpose of enforcing any award, this Agreement may be made a rule of the Court.

The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. New York.

c)*Any dispute arising out of this Agreement shall be referred to arbitration at _____, subject to the procedures applicable there. The laws of _____ shall govern this Agreement.

*16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply.

Buyers:	Sellers:
/s/ Lee Kwak Chun	/s/ Savvas Tournis
Hai Kuo Shipping 1622 Limited	Kahuna Owners Inc.
By: Lee Kwak Chun	By:  Savvas Tournis
Title:  Attorney-in-fact	Title:  Attorney-in-fact

EX-4.86

Exhibit 4.86

MEMORANDUM OF AGREEMENT	Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships.  Adopted by The Baltic and International Maritime Council (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87
Dated: 4 May 2018

Marathi Owners Inc., a company incorporated and existing under the laws of Marshall Islands hereinafter called the Sellers, have agreed to sell, and

Hai Kuo Shipping 1621 Limited, a company incorporated and existing under the laws of the Marshall Islands hereinafter called the Buyers, subject to Clause 17 of this Agreement have agreed to buy

Name:  Marini

Classification Society/Class: ABS (Americas) AB

Built:  2014	By: Quingdao Aqualand Marine Industries Co Ltd, China
Flag:  Malta	Place of Registration:  Valletta
Call Sign:  9HA4546	Grt/Nrt:  107162/68519
Register Number:  IMO Number: 9639539

hereinafter called the Vessel, on the following terms and conditions: ______

Definitions

"Banking dDays" are days excluding Saturdays and Sundays on which banks are generally open for business both in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing. the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.

"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telexemail, telefax or other modern form of written communication.

"Classification Society" or "Class" means the Society referred to in line 4.

1.Purchase Price

United States Dollars Thirty Eight Million (USD40,000,000)

2.Deposit

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within ____ banking days from the date of this Agreement.  This deposit shall be placed with ______________ and held by them in a joint account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.

3.Payment

The said Purchase Price shall be paid in accordance with Clause 18 of this Agreement.full free of bank charges to _____________________ on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of Readiness has been given in accordance withClause 5.

4.Inspections

a)*The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in ______ on ______ and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

b)*The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within ______ The Sellers shall provide for inspection of the Vessel at/in ______ The Buyers shall undertake the inspection without undue delay to the Vessel.Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection. Should notice of acceptance of the Vessel’s classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply.

5.Notices, time and place of delivery

a)The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with________, ________ and __________ days notice of the estimated time of arrival at the intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place of delivery and in every respect physically and legally ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)The Vessel shall be delivered and taken over safely afloat at the place where the Vessel is located at the same time simultaneously with the delivery of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) provided that the terms and conditions for the chartering of the Vessel by the buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) are satisfied.  The delivery of the Vessel under this Agreement and the delivery of the Associated Vessels (as defined in the BBC) under the Associated BBCs (as defined in the BBC) shall take place on the same day.  It is hereby agreed that the Vessel may be delivered at Sea. a safe and accessible berth, or anchorage at/in in the the Sellers' option.

Expected time of delivery:  on or about 18 May 2018

Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14 of this Agreement):  30 June 2018, in the Buyers’ option to exercise.

c)If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the

option of either cancelling this Agreement in accordance withClause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notificationshall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated inline 61.

If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14for the Vessel not being ready by the original cancelling date.

d)Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void, in which case the Sellers shall compensate the Buyers all the costs and expenses properly documented and incurred by the Buyers arising out of or in connection with this Agreement.

6.Drydocking/Divers Inspection

a)**      The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

b)**(i)    The Vessel is to be delivered without drydocking.However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

(ii)     If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load

line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification Society's attendance.

(iii)    If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as perClause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date provided for in Clause 5 b)) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 running days.

c)If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

(i) the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society's rules for tailshaft survey and consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

(ii)the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel's class*.

(iii)the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result of the surveyor if it requires survey of the tailshaft system. In all other cases the

Buyers shall pay the aforesaid expenses, dues and fees.

(iv)the Buyers' representative shall have the right to be present in the drydock, but without interfering with the work or decisions of the Classification surveyor.

(v)the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without interfering with the Sellers' or the Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the Vessel is in drydock or not and irrespective of Clause 5 b).

Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

**6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all such spare parts and equipment as necessary to comply with the minimum requirements imposed on the Vessel by the Vessel’s technical manager, the Classification Society, the Buyers’ choice of flag and under the BBC (as defined in Clause 17 of this Agreement), if any.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of deliveryinspection used or unused, whether on board or not shall become the Buyers' property, butincluding spares on order which shall be taken over by the Buyers without extra compensation to the Sellers.  The Sellers shall provide the Buyers with an inventory at the time of delivery.are to be excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare parts including spare tail - end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale without extra paymentif they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Remaining bunkers, lubricating oil and other consumerable stores (excluding spare parts) on board the Vessel at the time of delivery shall be excluded from the sale and subject to the terms of Clause 9 of the BBC (as defined in Clause 17 of this Agreement). The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale, as well as the following additional items (including items on hire):

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay the current net market price (excluding barging expenses) at the port and date

of delivery of the Vessel.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

8.Documentation

The place of closing: Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time.

In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely:

a)Legal Bill of Sale in a form recordable in ________ the country in which the Buyers are

to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority.

b)Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel.

c)Confirmation of Class issued within 72 hours prior to delivery.

d)Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances.

e)Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered.

f)Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.  At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel.  Other certificates which are on board the Vessel shall also be left on board.  Other technical documentation which may be in the Sellers’ possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.

9.Encumbrances

The Sellers warrant that, and the Buyers’ obligation to take delivery of the Vessel hereunder are conditional upon, the Vessel, at the time of delivery, is free from all arrests, taxes, detentions,

stowaways, claims,charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel and administrative claims and detentions arising from such claims which have been incurred prior to the time of delivery.

10.Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag shall be for the Buyers' account, whereas and similar charges in connection with the sale and the closing of the Sellers' register (if any) shall be for the Sellers' account.

11.Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepteddelivery on a strictly “as is, where is” basis.

However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by Class or the relevant authorities at the time of delivery. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to the delivery of the Vessel which upon being reported to the Classification Society would lead to the withdrawal of the Vessel’s class or the imposition of a recommendation relating to her class.

"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a)or 4 b), if applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*          Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12.Name/markings

Upon delivery the Buyers undertake not to change the name of the Vessel and alter funnel markings.

13.Buyers' default

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clauses 3 and 18 of this Agreement or on such later date as may be agreed by the Sellers and the Buyers, the Sellers have the right to cancel the Agreement, in which casebut the Buyers shall not be liable to any loss, costs or expenses incurred by the Sellers arising out of or in connection with the Buyers default.the deposit together with interest earned shall be released to the Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

14.Sellers' default

In the event thatShould the Sellers (i) fail to give Notice of Readiness in accordance with Clause 5 a) or (ii) fail to be ready to validly complete a legal transfer of the Vessel on or beforeby the date stipulated in line 61, or (ii) the Sellers shall otherwise default in the delivery of the Vessel according to the terms of

this Agreement,the Buyers shall have the right in their option to cancelof cancelling this Agreement, in which case this Agreement shall be null and void and the Sellers shall compensate the Buyers all reasonable and properly documented costs and expenses incurred by the Buyers arising out of or in connection with this Agreement.provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15.Buyers' representatives

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers have the right to place two representatives on board the Vessel at their sole risk and expense upon arrival at on or about _____

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkation.

16.Arbitration (See Rider Clause 22 of this Agreement)

a)*     This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement  shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final.

b)*       This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Law of the State of New York and should any dispute arise out of this Agreement, the matter in dispute shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for purpose of enforcing any award, this Agreement may be made a rule of the Court.

The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. New York.

c)*       Any dispute arising out of this Agreement shall be referred to arbitration at             , subject to the procedures applicable there.

The laws of             shall govern this Agreement.

*          16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply.

Buyers:	Sellers:
/s/ Lee Kwok Chun	/s/ Savvas Tournis
Hai Kuo Shipping 1621 Limited	Serenity Owners Inc.
By:  Lee Kwok Chun	By:  Savvas Tournis
Title:  Attorney-in-fact	Title:  Attorney-in-fact

EX-4.87

Exhibit 4.87

MEMORANDUM OF AGREEMENT	Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships.  Adopted by The Baltic and International Maritime Council (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87
Dated: 4 May 2018

Meltemi Owners Inc., a company incorporated and existing under the laws of Marshall Islands hereinafter called the Sellers, have agreed to sell, and

Hai Kuo Shipping 1625 Limited, a company incorporated and existing under the laws of the Marshall Islands hereinafter called the Buyers, subject to Clause 17 of this Agreement have agreed to buy

Name:  Morandi

Classification Society/Class: ABS (Americas) AB

Built:  2013	By: Quingdao Yangfan Shipyard, People’s Republic of China
Flag:  Malta	Place of Registration:  Valletta
Call Sign:  9HA4545	Grt/Nrt:  107162/68519
Register Number:
IMO Number:  9627837

hereinafter called the Vessel, on the following terms and conditions: ______

Definitions

"Banking dDays" are days excluding Saturdays and Sundays on which banks are generally open for business both in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing. the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.

"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telexemail, telefax or other modern form of written communication.

"Classification Society" or "Class" means the Society referred to in line 4.

1.Purchase Price

United States Dollars Thirty Eight Million (USD38,000,000)

2.Deposit

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within ____ banking days from the date of this Agreement.  This deposit shall be placed with ______________ and held by them in a joint account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.

3.Payment

The said Purchase Price shall be paid in accordance with Clause 18 of this Agreement.full free of bank charges to _____________________ on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and

Notice of Readiness has been given in accordance with Clause 5.

4.Inspections

a)*The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in ______ on ______ and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

b)*The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within ______ The Sellers shall provide for inspection of the Vessel at/in ______ The Buyers shall undertake the inspection without undue delay to the Vessel.Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection. Should notice of acceptance of the Vessel’s classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply.

5.Notices, time and place of delivery

a)The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with________, ________ and __________ days notice of the estimated time of arrival at the intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place of delivery and in every respect physically and legally ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)The Vessel shall be delivered and taken over safely afloat at the place where the Vessel is located at the same time simultaneously with the delivery of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) provided that the terms and conditions for the chartering of the Vessel by the buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) are satisfied.  The delivery of the Vessel under this Agreement and the delivery of the Associated Vessels (as defined in the BBC) under the Associated BBCs (as defined in the BBC) shall take place on the same day.  It is hereby agreed that the Vessel may be delivered at Sea. a safe and accessible berth, or anchorage at/in _______________ in the the Sellers' option.

Expected time of delivery:  on or about 18 May 2018

Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14 of this Agreement):  30 June 2018, in the Buyers’ option to exercise.

c)If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in

writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notificationshall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61.

If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date.

d)Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void, in which case the Sellers shall compensate the Buyers all the costs and expenses properly documented and incurred by the Buyers arising out of or in connection with this Agreement.

6.Drydocking/Divers Inspection

a)**      The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

b)**(i)    The Vessel is to be delivered without drydocking.However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

(ii)     If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the

Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification Society's attendance.

(iii)    If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date provided for in Clause 5 b)) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 running days.

c)If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

(i)the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society's rules for tailshaft survey and consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

(ii)the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel's class*.

(iii)the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees shall be

paid by the Sellers if the Classification Society issues any condition/recommendation* as a result of the surveyor if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the aforesaid expenses, dues and fees.

(iv)the Buyers' representative shall have the right to be present in the drydock, but without interfering with the work or decisions of the Classification surveyor.

(v)the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without interfering with the Sellers' or the Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the Vessel is in drydock or not and irrespective of Clause 5 b).

Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

**6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all such spare parts and equipment as necessary to comply with the minimum requirements imposed on the Vessel by the Vessel’s technical manager, the Classification Society, the Buyers’ choice of flag and under the BBC (as defined in Clause 17 of this Agreement), if any.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of deliveryinspection used or unused, whether on board or not shall become the Buyers' property, butincluding spares on order which shall be taken over by the Buyers without extra compensation to the Sellers.  The Sellers shall provide the Buyers with an inventory at the time of delivery.are to be excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare parts including spare tail - end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale without extra paymentif they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Remaining bunkers, lubricating oil and other consumerable stores (excluding spare parts) on board the Vessel at the time of delivery shall be excluded from the sale and subject to the terms of Clause 9 of the BBC (as defined in Clause 17 of this Agreement). The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,

as well as the following additional items (including items on hire):

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay the current net market price (excluding barging expenses) at the port and date

of delivery of the Vessel.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

8.Documentation

The place of closing: Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time.

In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely:

a)Legal Bill of Sale in a form recordable in ________ the country in which the Buyers are

to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority.

b)Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel.

c)Confirmation of Class issued within 72 hours prior to delivery.

d)Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances.

e)Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered.

f)Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take

copies of same.  At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel.  Other certificates which are on board the Vessel shall also be left on board.  Other technical documentation which may be in the Sellers’ possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.

9.Encumbrances

The Sellers warrant that, and the Buyers’ obligation to take delivery of the Vessel hereunder are conditional upon, the Vessel, at the time of delivery, is free from all arrests, taxes, detentions, stowaways, claims,charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel and administrative claims and detentions arising from such claims which have been incurred prior to the time of delivery.

10.Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag shall be for the Buyers' account, whereas and similar charges in connection with the sale and the closing of the Sellers' register (if any) shall be for the Sellers' account.

11.Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepteddelivery on a strictly “as is, where is” basis.

However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by Class or the relevant authorities at the time of delivery. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to the delivery of the Vessel which upon being reported to the Classification Society would lead to the withdrawal of the Vessel’s class or the imposition of a recommendation relating to her class.

"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a)or 4 b), if applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*          Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12.Name/markings

Upon delivery the Buyers undertake not to change the name of the Vessel and alter funnel markings.

13.Buyers' default

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clauses 3 and 18 of this Agreement or on such later date as may be agreed by the Sellers and the Buyers, the Sellers have the right to cancel the Agreement, in which casebut the Buyers shall not be liable to any loss, costs or expenses incurred by the Sellers arising out of or in connection with the Buyers default.the deposit together with interest earned shall be released to the Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to

claim further compensation for their losses and for all expenses incurred together with interest.

14.Sellers' default

In the event thatShould the Sellers (i) fail to give Notice of Readiness in accordance with Clause 5 a) or (ii) fail to be ready to validly complete a legal transfer of the Vessel on or beforeby the date stipulated in line 61, or (iii) the Sellers shall otherwise default in the delivery of the Vessel according to the terms of this Agreement,the Buyers shall have the right in their option to cancelof cancelling this Agreement, in which case this Agreement shall be null and void and the Sellers shall compensate the Buyers all reasonable and properly documented costs and expenses incurred by the Buyers arising out of or in connection with this Agreement.provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15.Buyers' representatives

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers have the right to place two representatives on board the Vessel at their sole risk and expense upon arrival at on or about _____

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkatio`n.

16.Arbitration (See Rider Clause 22 of this Agreement)

a)*     This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement  shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final.

b)*       This Agreement shall be governed by and construed in accordance with Title 9 of the

United States Code and the Law of the State of New York and should any dispute arise out of this Agreement, the matter in dispute shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for purpose of enforcing any award, this Agreement may be made a rule of the Court.

The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. New York.

c)*       Any dispute arising out of this Agreement shall be referred to arbitration at             , subject to the procedures applicable there.

The laws of             shall govern this Agreement.

*          16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply.

Buyers:	Sellers:
/s/ Lee Kwok Chun	/s/ Savvas Tournis
Hai Kuo Shipping 1625 Limited	Meltemi Owners Inc.
By:  Lee Kwok Chun	By:  Savvas Tournis
Title:  Attorney-in-fact	Title:  Attorney-in-fact

EX-4.88

Exhibit 4.88

MEMORANDUM OF AGREEMENT	Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships.  Adopted by The Baltic and International Maritime Council (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87
Dated: 4 May 2018

Aquarius Owners Inc., a company incorporated and existing under the laws of Marshall Islands hereinafter called the Sellers, have agreed to sell, and

Hai Kuo Shipping 1626 Limited, a company incorporated and existing under the laws of the Marshall Islands hereinafter called the Buyers, subject to Clause 17 of this Agreement have agreed to buy

Name:  Nasaka

Classification Society/Class: Nippon Kaiji Kyokai NK

Built:  2014	By: Tsuneishi Shipbuilding Co. Ltd., Japan
Flag:  Malta	Place of Registration:  Valletta
Call Sign:  9HA4572	Grt/Nrt:  43089/27447
Register Number:
IMO Number:  9602423

hereinafter called the Vessel, on the following terms and conditions: ______

Definitions

"Banking dDays" are days excluding Saturdays and Sundays on which banks are generally open for business both in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing. the country of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated inClause 8.

"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telexemail, telefax or other modern form of written communication.

"Classification Society" or "Class" means the Society referred to in line 4.

1.Purchase Price

United States Dollars Twenty Four Million (USD24,000,000)

2.Deposit

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the Purchase Price within ____ banking days from the date of this Agreement.  This deposit shall be placed with ______________ and held by them in a joint account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.

3.Payment

The said Purchase Price shall be paid in accordance with Clause 18 of this Agreement.full free of bank charges to _____________________ on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect physically ready for delivery in accordance with the terms and conditions of this Agreement and Notice of Readiness has been given in accordance with Clause 5.

4.Inspections

a)*The Buyers have inspected and accepted the Vessel's classification records. The Buyers have also inspected the Vessel at/in ______ on ______ and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.

b)*The Buyers shall have the right to inspect the Vessel's classification records and declare whether same are accepted or not within ______ The Sellers shall provide for inspection of the Vessel at/in ______ The Buyers shall undertake the inspection without undue delay to the Vessel.Should the Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. The Buyers shall inspect the Vessel without opening up and without cost to the Sellers. During the inspection, the Vessel's deck and engine log books shall be made available for examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall become outright and definite, subject only to the terms and conditions of this Agreement, provided the Sellers receive written notice of acceptance from the Buyers within 72 hours after completion of such inspection. Should notice of acceptance of the Vessel’s classification records and of the Vessel not be received by the Sellers as aforesaid, the deposit together with interest earned shall be released immediately to the Buyers, whereafter this Agreement shall be null and void.

*4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 4a) to apply.

5.Notices, time and place of delivery

a)The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with________, ________ and __________ days notice of the estimated time of arrival at the intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place of delivery and in every respect physically and legally ready for delivery in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

b)The Vessel shall be delivered and taken over safely afloat at the place where the Vessel is located at the same time simultaneously with the delivery of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) provided that the terms and conditions for the chartering of the Vessel by the buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) are satisfied.  The delivery of the Vessel under this Agreement and the delivery of the Associated Vessels (as defined in the BBC) under the Associated BBCs (as defined in the BBC) shall take place on the same day.  It is hereby agreed that the Vessel may be delivered at Sea. a safe and accessible berth, or anchorage at/in _______________ in the the Sellers' option.

Expected time of delivery:  on or about 18 May 2018

Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14 of this Agreement):  30 June 2018, in the Buyers’ option to exercise.

c)If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the

option of either cancelling this Agreement in accordance with Clause 14within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61.

If this Agreement is maintained with the new cancelling date all other terms and conditions hereof including those contained in Clauses5 a) and5 c)shall remain unaltered and in full force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have underClause 14 for the Vessel not being ready by the original cancelling date.

d)Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void, in which case the Sellers shall compensate the Buyers all the costs and expenses properly documented and incurred by the Buyers arising out of or in connection with this Agreement.

6.Drydocking/Divers Inspection

a)**      The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification Society of the Vessel's underwater parts below the deepest load line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

b)**(i)    The Vessel is to be delivered without drydocking.However, the Buyers shall have the right at their expense to arrange for an underwater inspection by a diver approved by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their cost make the Vessel available for such inspection. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the port of delivery are unsuitable for such inspection, the Sellers shall make the Vessel available at a suitable alternative place near to the delivery port.

(ii)     If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, then unless repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the Classification Society of the Vessel's underwater parts below the deepest load

line, the extent of the inspection being in accordance with the Classification Society's rules. If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken, damaged or defective so as to affect the Vessel's class, such defects shall be made good by the Sellers at their expense to the satisfaction of the Classification Society without condition/recommendation*. In such event the Sellers are to pay also for the cost of the underwater inspection and the Classification Society's attendance.

(iii)    If the Vessel is to be drydocked pursuant to Clause 6 b) (ii)and no suitable dry- docking facilities are available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities are available, whether within or outside the delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5 b)which shall, for the purpose of this Clause, become the new port of delivery. In such event the cancelling date provided for in Clause 5 b)) shall be extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of 14 running days.

c)If the Vessel is drydocked pursuant to Clause 6 a)or 6 b) above

(i) the Classification Society may require survey of the tailshaft system, the extent of the survey being to the satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the Buyers shall have the right to require the tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey being in accordance with the Classification Society's rules for tailshaft survey and consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare whether they require the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or found defective so as to affect the Vessel's class, those parts shall be renewed or made good at the Sellers' expense to the satisfaction of the Classification Society without condition/recommendation*.

(ii)the expenses relating to the survey of the tailshaft system shall be borne by the Buyers unless the Classification Society requires such survey to be carried out, in which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if the Buyers require the survey and parts of the system are condemned or found defective or broken so as to affect the Vessel's class*.

(iii)the expenses in connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the Classification Society's fees shall be paid by the Sellers if the Classification Society issues any condition/recommendation* as a result of the surveyor if it requires survey of the tailshaft system. In all other cases the

Buyers shall pay the aforesaid expenses, dues and fees.

(iv)the Buyers' representative shall have the right to be present in the drydock, but without interfering with the work or decisions of the Classification surveyor.

(v)the Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their risk and expense without interfering with the Sellers' or the Classification surveyor's work, if any, and without affecting the Vessel's timely delivery. If, however, the Buyers' work in drydock is still in progress when the Sellers have completed the work which the Sellers are required to do, the additional docking time needed to complete the Buyers' work shall be for the Buyers' risk and expense. In the event that the Buyers' work requires such additional time, the Sellers may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and the Buyers shall be obliged to take delivery in accordance withClause 3, whether the Vessel is in drydock or not and irrespective of Clause 5 b).

* Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

** 6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 6 a) to apply.

7.Spares/bunkers, etc.

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all such spare parts and equipment as necessary to comply with the minimum requirements imposed on the Vessel by the Vessel’s technical manager, the Classification Society, the Buyers’ choice of flag and under the BBC (as defined in Clause 17 of this Agreement), if any.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of deliveryinspection used or unused, whether on board or not shall become the Buyers' property, butincluding spares on order which shall be taken over by the Buyers without extra compensation to the Sellers.  The Sellers shall provide the Buyers with an inventory at the time of delivery.are to be excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers are not required to replace spare parts including spare tail - end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. The radio installation and navigational equipment shall be included in the sale without extra paymentif they are the property of the Sellers. Unused stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

Remaining bunkers, lubricating oil and other consumerable stores (excluding spare parts) on board the Vessel at the time of delivery shall be excluded from the sale and subject to the terms of Clause 9 of the BBC (as defined in Clause 17 of this Agreement). The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers' flag or name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in the Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale, as well as the following additional items (including items on hire):______

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay the current net market price (excluding barging expenses) at the port and date

of delivery of the Vessel.

Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.

8.Documentation

The place of closing: Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time.

In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely:

a)Legal Bill of Sale in a form recordable in ________ the country in which the Buyers are

to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority.

b)Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel.

c)Confirmation of Class issued within 72 hours prior to delivery.

d)Current Certificate issued by the competent authorities stating that the Vessel is free from registered encumbrances.

e)Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered.

f)Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in which case the Buyers to have the right to take copies. Other technical documentation which may be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel's log books but the Buyers to have the right to take copies of same.  At the time of delivery the Sellers shall leave on board the Vessel the classification certificate(s) as well as all plans etc., which are on board the Vessel.  Other certificates which are on board the Vessel shall also be left on board.  Other technical documentation which may be in the Sellers’ possession shall be retained by the Sellers for the operation of the Vessel under the terms of the BBC.

9.Encumbrances

The Sellers warrant that, and the Buyers’ obligation to take delivery of the Vessel hereunder are conditional upon, the Vessel, at the time of delivery, is free from all arrests, taxes, detentions,

stowaways, claims,charters, encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made against the Vessel and administrative claims and detentions arising from such claims which have been incurred prior to the time of delivery.

10.Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers' flag shall be for the Buyers' account, whereas and similar charges in connection with the sale and the closing of the Sellers' register (if any) shall be for the Sellers' account.

11.Condition on delivery

The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was at the time of inspection, fair wear and tear excepteddelivery on a strictly “as is, where is” basis.

However, the Vessel shall be delivered with her class maintained without condition/recommendation*, free of average damage affecting the Vessel's class, and with her classification certificates and national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation* by Class or the relevant authorities at the time of delivery. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to the delivery of the Vessel which upon being reported to the Classification Society would lead to the withdrawal of the Vessel’s class or the imposition of a recommendation relating to her class.

"Inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4 a)or 4 b), if applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date.

*          Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account.

12.Name/markings

Upon delivery the Buyers undertake not to change the name of the Vessel and alter funnel markings.

13.Buyers' default

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.

Should the Purchase Price not be paid in accordance with Clauses 3 and 18 of this Agreement or on such later date as may be agreed by the Sellers and the Buyers, the Sellers have the right to cancel the Agreement, in which casebut the Buyers shall not be liable to any loss, costs or expenses incurred by the Sellers arising out of or in connection with the Buyers default.the deposit together with interest earned shall be released to the Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.

14.Sellers' default

In the event thatShould the Sellers (i) fail to give Notice of Readiness in accordance with Clause 5 a) or (ii) fail to be ready to validly complete a legal transfer of the Vessel on or beforeby the date stipulated in line 61, or (ii) the Sellers shall otherwise default in the delivery of the Vessel according to the terms of

this Agreement,the Buyers shall have the right in their option to cancelof cancelling this Agreement, in which case this Agreement shall be null and void and the Sellers shall compensate the Buyers all reasonable and properly documented costs and expenses incurred by the Buyers arising out of or in connection with this Agreement.provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately.

Should the Sellers fail to give Notice of Readiness by the date stipulated inline 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.

15.Buyers' representatives

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers have the right to place two representatives on board the Vessel at their sole risk and expense upon arrival at on or about _____

These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkation.

16.Arbitration (See Rider Clause 22 of this Agreement)

a)*     This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement  shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final.

b)*       This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Law of the State of New York and should any dispute arise out of this Agreement, the matter in dispute shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for purpose of enforcing any award, this Agreement may be made a rule of the Court.

The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. New York.

c)*       Any dispute arising out of this Agreement shall be referred to arbitration at             , subject to the procedures applicable there.

The laws of             shall govern this Agreement.

*          16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply.

Buyers:	Sellers:
/s/ Lee Kwok Chun	/s/ Savvas Tournis
Hai Kuo Shipping 1626 Limited	Aquarius Owners, Inc.
By:  Lee Kwok Chun	By:  Savvas Tournis
Title:  Attorney-in-fact	Title:  Attorney-in-fact

SK 23113 0002 8195977 v1

EX-4.89

Exhibit 4.89

m.v. “Bacon”

RIDER CLAUSES

TO

MEMORANDUM OF AGREEMENT

DATED      4 May 2018     in respect ofm.v. “Bacon” (“MOA”)

Clause 17

a. The Buyers and the Sellers hereby acknowledge that the Buyers have entered into a bareboat charter of even date herewith with the Sellers (the “BBC”), whereby the Vessel is to be chartered by the Buyers (as owners) to the Sellers (as bareboat charterer), on such terms and conditions as are set out in the BBC. Immediately upon delivery of the Vessel to the Buyers under this Agreement, the Vessel shall, subject to the terms of the BBC, be deemed as delivered immediately thereafter to the Sellers (as bareboat charterer) under the BBC, and the Sellers’ acceptance of delivery of the Vessel to it (as bareboat charterer) under the BBC shall satisfy in full pro tanto the Sellers’ obligation with respect to physical delivery of the Vessel to the Buyers under this Agreement.

b. The obligations of the Buyers to purchase and take delivery of the Vessel from the Sellers under this Agreement are subject to and conditional upon, inter alia:-

i. the BBC being duly executed;

ii. the Buyers having received the Nomination Notice as defined in Clause 18bi of this Agreement;

iii. the conditions precedent for the chartering of the Vessel by the Buyers to the Sellers as set out in clause 35.2) of the BBC being satisfied at the time of delivery under this Agreement; and

iv. the due execution of the memorandum of agreements in respect of the sale and purchase of the Associated Vessels (as defined in the BBC).

Clause 18

a. The Purchase Price shall be paid by the Buyers to the Sellers in the following portions:-

i. the MOA Payment Amount A (as defined in Clause 18bi of this Agreement); and

ii. the MOA Payment Amount B (as defined in Clause 18bii of this Agreement).

b. Upon delivery by the Sellers, and acceptance by the Buyers, of the Vessel in accordance with the terms and conditions of this Agreement, the Buyers shall pay to the Sellers:-

i. 50% of the Purchase Price (the “MOA Payment Amount A”) by way of

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m.v. “Bacon”

remittance to such accounts as to be nominated by the Sellers in writing no later than two (2) Banking Days before the delivery of the Vessel under this Agreement (the “Nomination Notice”); and

ii. 50% of the Purchase Price (the “MOA Payment Amount B”) by way of set-off against the full amount of the Advance Charterhire (as defined under the BBC) payable by the Sellers to the Buyers in accordance with the terms and conditions of the BBC.

c. The Sellers shall separately pay to the Buyers an upfront fee (the “Upfront Fee”) in the amount and at the times agreed in a fee letter (the “Fee Letter”) made or to be made between the Buyers and the Sellers.

d. The Sellers shall bear all taxes, deductions, withholdings, duties and imposts (including goods and services taxes and value added taxes, if any) imposed on or in connection with the execution of this Agreement and the transactions contemplated herein.

e. Subject to the terms of the Fee Letter, the Buyers shall have the option to set off the full amount of the Upfront Fee against the MOA Payment Amount A payable by the Buyers to the Sellers on the date of the delivery of the Vessel under this Agreement. The amount of the MOA Payment Amount A to be paid by the Buyers to the Sellers pursuant to this Clause 18 shall be reduced accordingly.

Clause 19

In this Agreement, unless the context otherwise requires:-

a. any reference to (or to any specified provision of) this Agreement or any other provision, agreement or document shall be construed as references to this Agreement, or such document as in force for the time being and as amended, varied, novated and/or supplemented in accordance with the terms thereof, or as the case may be, with the agreement of the relevant parties, with any requirement that the form or terms of any of the foregoing be satisfactory or acceptable to any person being understood to require such person to act reasonably;

b. any reference to a provision of law is a reference to that provision as amended or re-enacted and includes any regulations or rules issued under any such law;

c. words importing the plural shall include the singular and vice versa, and the term “including” shall be construed to have the same meaning as “including without limitation”; and

d. references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof.

Clause 20

Except as otherwise provided for in this Agreement:-

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m.v. “Bacon”

a. all notices or other communications under or in respect of this Agreement to either party hereto shall be in writing and shall be made or given to such party at the address, Fax number or email address appearing below (or at such other address or email address as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Sellers:

c/o TMS BULKERS LTD.

Address: c/o TMS Bulkers Ltd.Athens Licensed Shipping Office11 Fragkokklisias Street, GR 151 25Marousi, Athens, Greece

Email: finance@tms-management.org

Fax: +30 210 8090205

Tel: +30 216 2006213

Attn: Mr. Dimitris Glynos

In the case of the Buyers:

Address: c/o ICBC Financial Leasing Co., Ltd.10/F, Bank of Beijing Building, 17(C) Jinrong StreetXicheng District, Beijing, People’s Republic of China

Email: kouguangchao@icbcleasing.com

Fax: n/a

Attn: Mr. Kevin Kou

b. a written notice includes a notice by email or telefax. Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email or telefax shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email or facsimile within twenty-four (24) hours of sending the relevant email or facsimile or a delivery receipt message is received by the sender in respect of the relevant email or facsimile; and

c. all communications and documents delivered pursuant to or otherwise relating to this Agreement shall either be in English or accompanied by a certified English translation.

Clause 21

a. Time shall be of the essence of this Agreement but no failure or delay on the part of the Buyers or the Sellers to exercise any power, right or remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by the Buyers or the Sellers of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

b. Any amendment or waiver of any provision of this Agreement shall only be effective

3

m.v. “Bacon”

if the Sellers and the Buyers so agree in writing. Any consent by the Buyers or the Sellers as appropriate under this Agreement must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Buyers or the Sellers as appropriate and shall be effective only in the instance and for the purpose for which it is given.

c. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

d. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

e. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart.

f. Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

g. In the event of any inconsistency in the terms set out in (i) Clauses 1 to 16 of this Agreement and/or Schedule 1 of this Agreement and (ii) the Rider Clauses (i.e. Clauses 17 to 22) to this Agreement, then the terms of the Rider Clauses shall prevail.

Clause 22

a. This Agreement and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

b. (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b) The parties hereto agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 22b is for the benefit of the Buyers only. As a result, the Buyers shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Buyers may take concurrent proceedings in any number of jurisdictions.

c. The Sellers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

4

m.v. “Bacon”

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

d. Without prejudice to any other mode of service allowed under any relevant law, the Sellers:-

(a) irrevocably appoint Ince Process Agents Limited of 2 Leman Street, London El 8QN, London as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agree that failure by the process agent to notify the Sellers of the process will not invalidate the proceedings concerned.

For and on behalf of		For and on behalf of
HAI KUO SHIPPING 1621 LIMITED		SERENITY OWNERS INC.
/s/ Lee Kwok Chun		/s/ Savvas Tournis
Name:	Lee Kwok Chun	Name:	Savvas Tournis
Title:	Attorney-in-fact	Title:	Attorney-in-fact

5

m.v. “Bacon”

SCHEDULE 1

DELIVERY DOCUMENTS

For the avoidance of doubt, any of the documents listed below shall be deemed provided hereunder if it has already been provided pursuant to clause 35 (Conditions Precedent and Conditions Subsequent) of the BBC.

A. The Sellers shall provide the Buyers with the following documents, each in form as agreed between the Parties and substance satisfactory to the relevant shipping registry(ies) upon delivery of the Vessel under this Agreement (one original unless otherwise specified):

1. Three (3) Bills of Sale in a form acceptable for ownership title registration of the Vessel under the Marshall Islands flag duly executed by the Sellers evidencing the transfer of all the shares in the Vessel to the Buyers and warranting that the Vessel is, at the time of delivery under this Agreement, free from all charters (except for the BBC), encumbrances, mortgages and maritime liens and any other debts or claims whatsoever at the time of such transfer, duly notarised and legalised or apostilled.

2. Certified true copy of the Sellers’ certificate of incorporation which is valid on the date of this Agreement.

3. Certified true copy of the Sellers’ up-to-date articles of association and by-laws.

4. Certificate of good standing of the Sellers dated no earlier than fifteen (15) days before the date of delivery of the Vessel under this Agreement.

5. Certificate of incumbency listing, inter alia, the directors/officers and shareholders of the Sellers dated no earlier than fifteen (15) days before the the date of delivery of the Vessel under this Agreement.

6. Board resolutions of the Sellers approving the sale of the Vessel to the Buyers, approving and ratifying the terms of this Agreement and authorising attorneys/ authorised representatives of the Sellers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Sellers, in connection with the sale of the Vessel to the Buyers and to attend to any other matters relating thereto.

7. Shareholders resolutions of the Sellers approving the sale of the Vessel to the Buyers.

8. Power of attorney issued by the Sellers duly legalised or apostilled, authorizing such persons to, inter alia, execute for and on behalf of the Sellers the MOA PODA and all other documents necessary in connection with the sale of the Vessel to the Buyers, and attend to any other matters relating thereto.

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m.v. “Bacon”

9. The inventory referred to in line 158 of this Agreement.

10. Commercial Invoice in triplicate duly signed by the Sellers showing the main particulars of the Vessel and the Purchase Price of the Vessel.

11. Transcript of Register in respect of the Vessel issued by the Registrar of Maltese Ships dated the date of delivery of the Vessel under this Agreement, certifying that:-

(i) the Vessel is owned by the Sellers; and

(ii) free from registered encumbrances registered against the Vessel.

12. Deletion Certificate in respect of the Vessel issued by the Registrar of Maltese Ships and if not available on the date of delivery of the Vessel under this Agreement, a letter from the Sellers to the Buyers undertaking to provide to the Buyers within twenty-one (21) days after the date of delivery of the Vessel under this Agreement the said Deletion Certificate.

13. A written undertaking duly signed by the Sellers undertaking to the Buyers to:-

(i) request and arrange for the Registrar of Maltese Ships to issue a new Continuous Synopsis Record (“CSR”) showing the date on which the Vessel ceased to be registered with the Registrar of Maltese Ships;

(ii) arrange for copies of all issued CSRs under the Registrar of Maltese Ships, including the new CSR referred to in (i) above are forwarded to the Office of the Maritime Administrator of the Marshall Islands; and

(iii) deliver to the Buyers one copy of the new CSR referred to in (i) above within twenty one (21) days after the delivery of the Vessel under this Agreement.

14. The MOA PODA (as defined below) in duplicate signed by the authorised attorneys-in-fact of the Sellers and the Buyers at the time of delivery of the Vessel under this Agreement in the form attached hereto as Schedule 2.

15. A copy of the certificate of the Classification Society confirming, inter alia, that the Vessel is class maintained without overdue condition or recommendation dated no earlier than three (3) days before delivery of the Vessel under this Agreement.

16. Copy of the valid and current ISSC in respect of the Vessel.

17. Copy of valid and current International Air Pollution Prevention Certificate (IAPPC) in respect of the Vessel issued under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL.

7

m.v. “Bacon”

18. Such other documents as are necessary for the registration of the Buyers’ ownership title under the Marshall Islands flag and the bareboat/demise charter registration of the Vessel under the Maltese flag but within the control of the Sellers.

B. The Buyers shall provide the Sellers with the following documents (one original unless other specified) upon delivery of the Vessel under this Agreement:

1. Resolution(s) of the board of directors of the Buyers, authorising attorneys/ authorised representatives of the Buyers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Buyers, in connection with the purchase of the Vessel and to attend to any other matters relating thereto.

2. Power of Attorney of the Buyers, appointing attorney(s)-in-fact empowered to, inter alia, execute for and on behalf of the Buyers the MOA PODA and all other documents necessary in connection with the purchase of the Vessel, as well as for the payment of the Purchase Price and any other payment due and payable under the MOA, and attend to any other matters relating thereto.

C. The Sellers shall provide to the Buyers with copies or drafts (as the case may be) of the documents referred to in Paragraph A of this Schedule 1 as soon as possible but not later than ten (10) Banking Days (or such shorter period as the parties hereto may agree) prior to the expected date of delivery of the Vessel under this Agreement for the Buyers’ approval and/or comments.

D. At the time of delivery and acceptance of the Vessel under this Agreement, the Seller and the Buyers shall sign and deliver to each other a protocol of delivery and acceptance (in duplicate) in the form attached hereto as Schedule 2 (Agreed Form of Protocol of Delivery and Acceptance) (the “MOA PODA”).

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m.v. “Bacon”

SCHEDULE 2

AGREED FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER MOA FOR M.V. “BACON”

m.v. “Bacon” with IMO no. 9639517 (the “Vessel”) was delivered to and accepted by Hai Kuo Shipping 1621 Limited as buyers of the Vessel, pursuant to the Memorandum of Agreement dated [●] and made with Serenity Owners Inc. as sellers of the Vessel, at [●] hours ([●] Time) on [●] at [●].

For and on behalf of	For and on behalf of
SERENITY OWNERS INC.	HAI KUO SHIPPING 1621 LIMITED
Name:	Name:
Title:	Title:

9

EX-4.90

Exhibit 4.90

m.v. “Castellani”

RIDER CLAUSES

TO

MEMORANDUM OF AGREEMENT

DATED      4 May 2018     in respect ofm.v. “Castellani” (“MOA”)

Clause 17

a. The Buyers and the Sellers hereby acknowledge that the Buyers have entered into a bareboat charter of even date herewith with the Sellers (the “BBC”), whereby the Vessel is to be chartered by the Buyers (as owners) to the Sellers (as bareboat charterer), on such terms and conditions as are set out in the BBC. Immediately upon delivery of the Vessel to the Buyers under this Agreement, the Vessel shall, subject to the terms of the BBC, be deemed as delivered immediately thereafter to the Sellers (as bareboat charterer) under the BBC, and the Sellers’ acceptance of delivery of the Vessel to it (as bareboat charterer) under the BBC shall satisfy in full pro tanto the Sellers’ obligation with respect to physical delivery of the Vessel to the Buyers under this Agreement.

b. The obligations of the Buyers to purchase and take delivery of the Vessel from the Sellers under this Agreement are subject to and conditional upon, inter alia:-

i. the BBC being duly executed;

ii. the Buyers having received the Nomination Notice as defined in Clause 18bi of this Agreement;

iii. the conditions precedent for the chartering of the Vessel by the Buyers to the Sellers as set out in clause 35.2) of the BBC being satisfied at the time of delivery under this Agreement; and

iv. the due execution of the memorandum of agreements in respect of the sale and purchase of the Associated Vessels (as defined in the BBC).

Clause 18

a. The Purchase Price shall be paid by the Buyers to the Sellers in the following portions:-

i. the MOA Payment Amount A (as defined in Clause 18bi of this Agreement); and

ii. the MOA Payment Amount B (as defined in Clause 18bii of this Agreement).

b. Upon delivery by the Sellers, and acceptance by the Buyers, of the Vessel in accordance with the terms and conditions of this Agreement, the Buyers shall pay to the Sellers:-

i. 50% of the Purchase Price (the “MOA Payment Amount A”) by way of

1

m.v. “Castellani”

remittance to such accounts as to be nominated by the Sellers in writing no later than two (2) Banking Days before the delivery of the Vessel under this Agreement (the “Nomination Notice”); and

ii. 50% of the Purchase Price (the “MOA Payment Amount B”) by way of set-off against the full amount of the Advance Charterhire (as defined under the BBC) payable by the Sellers to the Buyers in accordance with the terms and conditions of the BBC.

c. The Sellers shall separately pay to the Buyers an upfront fee (the “Upfront Fee”) in the amount and at the times agreed in a fee letter (the “Fee Letter”) made or to be made between the Buyers and the Sellers.

d. The Sellers shall bear all taxes, deductions, withholdings, duties and imposts (including goods and services taxes and value added taxes, if any) imposed on or in connection with the execution of this Agreement and the transactions contemplated herein.

e. Subject to the terms of the Fee Letter, the Buyers shall have the option to set off the full amount of the Upfront Fee against the MOA Payment Amount A payable by the Buyers to the Sellers on the date of the delivery of the Vessel under this Agreement. The amount of the MOA Payment Amount A to be paid by the Buyers to the Sellers pursuant to this Clause 18 shall be reduced accordingly.

Clause 19

In this Agreement, unless the context otherwise requires:-

a. any reference to (or to any specified provision of) this Agreement or any other provision, agreement or document shall be construed as references to this Agreement, or such document as in force for the time being and as amended, varied, novated and/or supplemented in accordance with the terms thereof, or as the case may be, with the agreement of the relevant parties, with any requirement that the form or terms of any of the foregoing be satisfactory or acceptable to any person being understood to require such person to act reasonably;

b. any reference to a provision of law is a reference to that provision as amended or re-enacted and includes any regulations or rules issued under any such law;

c. words importing the plural shall include the singular and vice versa, and the term “including” shall be construed to have the same meaning as “including without limitation”; and

d. references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof.

Clause 20

Except as otherwise provided for in this Agreement:-

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m.v. “Castellani”

a. all notices or other communications under or in respect of this Agreement to either party hereto shall be in writing and shall be made or given to such party at the address, Fax number or email address appearing below (or at such other address or email address as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Sellers:

c/o TMS BULKERS LTD.

Address: c/o TMS Bulkers Ltd.Athens Licensed Shipping Office11 Fragkokklisias Street, GR 151 25Marousi, Athens, Greece

Email: finance@tms-management.org

Fax: +30 210 8090205

Tel: +30 216 2006213

Attn: Mr. Dimitris Glynos

In the case of the Buyers:

Address: c/o ICBC Financial Leasing Co., Ltd.10/F, Bank of Beijing Building, 17(C) Jinrong StreetXicheng District, Beijing, People’s Republic of China

Email: kouguangchao@icbcleasing.com

Fax: n/a

Attn: Mr. Kevin Kou

b. a written notice includes a notice by email or telefax. Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email or telefax shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email or facsimile within twenty-four (24) hours of sending the relevant email or facsimile or a delivery receipt message is received by the sender in respect of the relevant email or facsimile; and

c. all communications and documents delivered pursuant to or otherwise relating to this Agreement shall either be in English or accompanied by a certified English translation.

Clause 21

a. Time shall be of the essence of this Agreement but no failure or delay on the part of the Buyers or the Sellers to exercise any power, right or remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by the Buyers or the Sellers of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

b. Any amendment or waiver of any provision of this Agreement shall only be effective

3

m.v. “Castellani”

if the Sellers and the Buyers so agree in writing. Any consent by the Buyers or the Sellers as appropriate under this Agreement must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Buyers or the Sellers as appropriate and shall be effective only in the instance and for the purpose for which it is given.

c. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

d. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

e. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart.

f. Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

g. In the event of any inconsistency in the terms set out in (i) Clauses 1 to 16 of this Agreement and/or Schedule 1 of this Agreement and (ii) the Rider Clauses (i.e. Clauses 17 to 22) to this Agreement, then the terms of the Rider Clauses shall prevail.

Clause 22

a. This Agreement and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

b. (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b) The parties hereto agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 22b is for the benefit of the Buyers only. As a result, the Buyers shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Buyers may take concurrent proceedings in any number of jurisdictions.

c. The Sellers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

4

m.v. “Castellani”

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

d. Without prejudice to any other mode of service allowed under any relevant law, the Sellers:-

(a) irrevocably appoint Ince Process Agents Limited of 2 Leman Street, London E1 8QN, London as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agree that failure by the process agent to notify the Sellers of the process will not invalidate the proceedings concerned.

For and on behalf of		For and on behalf of
HAI KUO SHIPPING 1622 LIMITED		KAHUNA OWNERS INC.
/s/ Lee Kwok Chun		/s/ Savvas Tournis
Name:	Lee Kwok Chun	Name:	Savvas Tournis
Title:	Attorney-in-fact	Title:	Attorney-in-fact

5

m.v. “Castellani”

SCHEDULE 1

DELIVERY DOCUMENTS

For the avoidance of doubt, any of the documents listed below shall be deemed provided hereunder if it has already been provided pursuant to clause 35 (Conditions Precedent and Conditions Subsequent) of the BBC.

A. The Sellers shall provide the Buyers with the following documents, each in form as agreed between the Parties and substance satisfactory to the relevant shipping registry(ies) upon delivery of the Vessel under this Agreement (one original unless otherwise specified):

1. Three (3) Bills of Sale in a form acceptable for ownership title registration of the Vessel under the Marshall Islands flag duly executed by the Sellers evidencing the transfer of all the shares in the Vessel to the Buyers and warranting that the Vessel is, at the time of delivery under this Agreement, free from all charters (except for the BBC), encumbrances, mortgages and maritime liens and any other debts or claims whatsoever at the time of such transfer, duly notarised and legalised or apostilled.

2. Certified true copy of the Sellers’ certificate of incorporation which is valid on the date of this Agreement.

3. Certified true copy of the Sellers’ up-to-date articles of association and by-laws.

4. Certificate of good standing of the Sellers dated no earlier than fifteen (15) days before the date of delivery of the Vessel under this Agreement.

5. Certificate of incumbency listing, inter alia, the directors/officers and shareholders of the Sellers dated no earlier than fifteen (15) days before the the date of delivery of the Vessel under this Agreement.

6. Board resolutions of the Sellers approving the sale of the Vessel to the Buyers, approving and ratifying the terms of this Agreement and authorising attorneys/ authorised representatives of the Sellers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Sellers, in connection with the sale of the Vessel to the Buyers and to attend to any other matters relating thereto.

7. Shareholders resolutions of the Sellers approving the sale of the Vessel to the Buyers.

8. Power of attorney issued by the Sellers duly legalised or apostilled, authorizing such persons to, inter alia, execute for and on behalf of the Sellers the MOA PODA and all other documents necessary in connection with the sale of the Vessel to the Buyers, and attend to any other matters relating thereto.

6

m.v. “Castellani”

9. The inventory referred to in line 158 of this Agreement.

10. Commercial Invoice in triplicate duly signed by the Sellers showing the main particulars of the Vessel and the Purchase Price of the Vessel.

11. Transcript of Register in respect of the Vessel issued by the Registrar of Maltese Ships dated the date of delivery of the Vessel under this Agreement, certifying that:-

(i) the Vessel is owned by the Sellers; and

(ii) free from registered encumbrances registered against the Vessel.

12. Deletion Certificate in respect of the Vessel issued by the Registrar of Maltese Ships and if not available on the date of delivery of the Vessel under this Agreement, a letter from the Sellers to the Buyers undertaking to provide to the Buyers within twenty-one (21) days after the date of delivery of the Vessel under this Agreement the said Deletion Certificate.

13. A written undertaking duly signed by the Sellers undertaking to the Buyers to:-

(i) request and arrange for the Registrar of Maltese Ships to issue a new Continuous Synopsis Record (“CSR”) showing the date on which the Vessel ceased to be registered with the Registrar of Maltese Ships;

(ii) arrange for copies of all issued CSRs under the Registrar of Maltese Ships, including the new CSR referred to in (i) above are forwarded to the Office of the Maritime Administrator of the Marshall Islands; and

(iii) deliver to the Buyers one copy of the new CSR referred to in (i) above within twenty one (21) days after the delivery of the Vessel under this Agreement.

14. The MOA PODA (as defined below) in duplicate signed by the authorised attorneys-in-fact of the Sellers and the Buyers at the time of delivery of the Vessel under this Agreement in the form attached hereto as Schedule 2.

15. A copy of the certificate of the Classification Society confirming, inter alia, that the Vessel is class maintained without overdue condition or recommendation dated no earlier than three (3) days before delivery of the Vessel under this Agreement.

16. Copy of the valid and current ISSC in respect of the Vessel.

17. Copy of valid and current International Air Pollution Prevention Certificate (IAPPC) in respect of the Vessel issued under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL.

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m.v. “Castellani”

18. Such other documents as are necessary for the registration of the Buyers’ ownership title under the Marshall Islands flag and the bareboat/demise charter registration of the Vessel under the Maltese flag but within the control of the Sellers.

B. The Buyers shall provide the Sellers with the following documents (one original unless other specified) upon delivery of the Vessel under this Agreement:

1. Resolution(s) of the board of directors of the Buyers, authorising attorneys/ authorised representatives of the Buyers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Buyers, in connection with the purchase of the Vessel and to attend to any other matters relating thereto.

2. Power of Attorney of the Buyers, appointing attorney(s)-in-fact empowered to, inter alia, execute for and on behalf of the Buyers the MOA PODA and all other documents necessary in connection with the purchase of the Vessel, as well as for the payment of the Purchase Price and any other payment due and payable under the MOA, and attend to any other matters relating thereto.

C. The Sellers shall provide to the Buyers with copies or drafts (as the case may be) of the documents referred to in Paragraph A of this Schedule 1 as soon as possible but not later than ten (10) Banking Days (or such shorter period as the parties hereto may agree) prior to the expected date of delivery of the Vessel under this Agreement for the Buyers’ approval and/or comments.

D. At the time of delivery and acceptance of the Vessel under this Agreement, the Seller and the Buyers shall sign and deliver to each other a protocol of delivery and acceptance (in duplicate) in the form attached hereto as Schedule 2 (Agreed Form of Protocol of Delivery and Acceptance) (the “MOA PODA”).

8

m.v. “Castellani”

SCHEDULE 2

AGREED FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER MOA FOR M.V. “CASTELLANI”

m.v. “Castellani” with IMO no. 9602409 (the “Vessel”) was delivered to and accepted by Hai Kuo Shipping 1622 Limited as buyers of the Vessel, pursuant to the Memorandum of Agreement dated [●] and made with Kahuna Owners Inc. as sellers of the Vessel, at [●] hours ([●] Time) on [●] at [●].

For and on behalf of	For and on behalf of
KAHUNA OWNERS INC.	HAI KUO SHIPPING 1622 LIMITED
Name:	Name:
Title:	Title:

9

EX-4.91

Exhibit 4.91

m.v. “Marini”

RIDER CLAUSES

TO

MEMORANDUM OF AGREEMENT

DATED      4 May 2018     in respect ofm.v. “Marini” (“MOA”)

Clause 17

a. The Buyers and the Sellers hereby acknowledge that the Buyers have entered into a bareboat charter of even date herewith with the Sellers (the “BBC”), whereby the Vessel is to be chartered by the Buyers (as owners) to the Sellers (as bareboat charterer), on such terms and conditions as are set out in the BBC. Immediately upon delivery of the Vessel to the Buyers under this Agreement, the Vessel shall, subject to the terms of the BBC, be deemed as delivered immediately thereafter to the Sellers (as bareboat charterer) under the BBC, and the Sellers’ acceptance of delivery of the Vessel to it (as bareboat charterer) under the BBC shall satisfy in full pro tanto the Sellers’ obligation with respect to physical delivery of the Vessel to the Buyers under this Agreement.

b. The obligations of the Buyers to purchase and take delivery of the Vessel from the Sellers under this Agreement are subject to and conditional upon, inter alia:-

i. the BBC being duly executed;

ii. the Buyers having received the Nomination Notice as defined in Clause 18bi of this Agreement;

iii. the conditions precedent for the chartering of the Vessel by the Buyers to the Sellers as set out in clause 35.2) of the BBC being satisfied at the time of delivery under this Agreement; and

iv. the due execution of the memorandum of agreements in respect of the sale and purchase of the Associated Vessels (as defined in the BBC).

Clause 18

a. The Purchase Price shall be paid by the Buyers to the Sellers in the following portions:-

i. the MOA Payment Amount A (as defined in Clause 18bi of this Agreement); and

ii. the MOA Payment Amount B (as defined in Clause 18bii of this Agreement).

b. Upon delivery by the Sellers, and acceptance by the Buyers, of the Vessel in accordance with the terms and conditions of this Agreement, the Buyers shall pay to the Sellers:-

i. 50% of the Purchase Price (the “MOA Payment Amount A”) by way of

1

m.v. “Marini”

remittance to such accounts as to be nominated by the Sellers in writing no later than two (2) Banking Days before the delivery of the Vessel under this Agreement (the “Nomination Notice”); and

ii. 50% of the Purchase Price (the “MOA Payment Amount B”) by way of set-off against the full amount of the Advance Charterhire (as defined under the BBC) payable by the Sellers to the Buyers in accordance with the terms and conditions of the BBC.

c. The Sellers shall separately pay to the Buyers an upfront fee (the “Upfront Fee”) in the amount and at the times agreed in a fee letter (the “Fee Letter”) made or to be made between the Buyers and the Sellers.

d. The Sellers shall bear all taxes, deductions, withholdings, duties and imposts (including goods and services taxes and value added taxes, if any) imposed on or in connection with the execution of this Agreement and the transactions contemplated herein.

e. Subject to the terms of the Fee Letter, the Buyers shall have the option to set off the full amount of the Upfront Fee against the MOA Payment Amount A payable by the Buyers to the Sellers on the date of the delivery of the Vessel under this Agreement. The amount of the MOA Payment Amount A to be paid by the Buyers to the Sellers pursuant to this Clause 18 shall be reduced accordingly.

Clause 19

In this Agreement, unless the context otherwise requires:-

a. any reference to (or to any specified provision of) this Agreement or any other provision, agreement or document shall be construed as references to this Agreement, or such document as in force for the time being and as amended, varied, novated and/or supplemented in accordance with the terms thereof, or as the case may be, with the agreement of the relevant parties, with any requirement that the form or terms of any of the foregoing be satisfactory or acceptable to any person being understood to require such person to act reasonably;

b. any reference to a provision of law is a reference to that provision as amended or re-enacted and includes any regulations or rules issued under any such law;

c. words importing the plural shall include the singular and vice versa, and the term “including” shall be construed to have the same meaning as “including without limitation”; and

d. references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof.

Clause 20

Except as otherwise provided for in this Agreement:-

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m.v. “Marini”

a. all notices or other communications under or in respect of this Agreement to either party hereto shall be in writing and shall be made or given to such party at the address, Fax number or email address appearing below (or at such other address or email address as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Sellers:

c/o TMS BULKERS LTD.

Address: c/o TMS Bulkers Ltd.Athens Licensed Shipping Office11 Fragkokklisias Street, GR 151 25Marousi, Athens, Greece

Email: finance@tms-management.org

Fax: +30 210 8090205

Tel: +30 216 2006213

Attn: Mr. Dimitris Glynos

In the case of the Buyers:

Address: c/o ICBC Financial Leasing Co., Ltd.10/F, Bank of Beijing Building, 17(C) Jinrong StreetXicheng District, Beijing, People’s Republic of China

Email: kouguangchao@icbcleasing.com

Fax: n/a

Attn: Mr. Kevin Kou

b. a written notice includes a notice by email or telefax. Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email or telefax shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email or facsimile within twenty-four (24) hours of sending the relevant email or facsimile or a delivery receipt message is received by the sender in respect of the relevant email or facsimile; and

c. all communications and documents delivered pursuant to or otherwise relating to this Agreement shall either be in English or accompanied by a certified English translation.

Clause 21

a. Time shall be of the essence of this Agreement but no failure or delay on the part of the Buyers or the Sellers to exercise any power, right or remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by the Buyers or the Sellers of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

b. Any amendment or waiver of any provision of this Agreement shall only be effective

3

m.v. “Marini”

if the Sellers and the Buyers so agree in writing. Any consent by the Buyers or the Sellers as appropriate under this Agreement must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Buyers or the Sellers as appropriate and shall be effective only in the instance and for the purpose for which it is given.

c. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

d. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

e. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart.

f. Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

g. In the event of any inconsistency in the terms set out in (i) Clauses 1 to 16 of this Agreement and/or Schedule 1 of this Agreement and (ii) the Rider Clauses (i.e. Clauses 17 to 22) to this Agreement, then the terms of the Rider Clauses shall prevail.

Clause 22

a. This Agreement and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

b. (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b) The parties hereto agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 22b is for the benefit of the Buyers only. As a result, the Buyers shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Buyers may take concurrent proceedings in any number of jurisdictions.

c. The Sellers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

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m.v. “Marini”

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

d. Without prejudice to any other mode of service allowed under any relevant law, the Sellers:-

(a) irrevocably appoint Ince Process Agents Limited of 2 Leman Street, London E1 8QN, London as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agree that failure by the process agent to notify the Sellers of the process will not invalidate the proceedings concerned.

For and on behalf of		For and on behalf of
HAI KUO SHIPPING 1623 LIMITED		MARATHI OWNERS INC.
/s/ Lee Kwok Chun		/s/ Savvas Tournis
Name:	Lee Kwok Chun	Name:	Savvas Tournis
Title:	Attorney-in-fact	Title:	Attorney-in-fact

5

m.v. “Marini”

SCHEDULE 1

DELIVERY DOCUMENTS

For the avoidance of doubt, any of the documents listed below shall be deemed provided hereunder if it has already been provided pursuant to clause 35 (Conditions Precedent and Conditions Subsequent) of the BBC.

A. The Sellers shall provide the Buyers with the following documents, each in form as agreed between the Parties and substance satisfactory to the relevant shipping registry(ies) upon delivery of the Vessel under this Agreement (one original unless otherwise specified):

1. Three (3) Bills of Sale in a form acceptable for ownership title registration of the Vessel under the Marshall Islands flag duly executed by the Sellers evidencing the transfer of all the shares in the Vessel to the Buyers and warranting that the Vessel is, at the time of delivery under this Agreement, free from all charters (except for the BBC), encumbrances, mortgages and maritime liens and any other debts or claims whatsoever at the time of such transfer, duly notarised and legalised or apostilled.

2. Certified true copy of the Sellers’ certificate of incorporation which is valid on the date of this Agreement.

3. Certified true copy of the Sellers’ up-to-date articles of association and by-laws.

4. Certificate of good standing of the Sellers dated no earlier than fifteen (15) days before the date of delivery of the Vessel under this Agreement.

5. Certificate of incumbency listing, inter alia, the directors/officers and shareholders of the Sellers dated no earlier than fifteen (15) days before the the date of delivery of the Vessel under this Agreement.

6. Board resolutions of the Sellers approving the sale of the Vessel to the Buyers, approving and ratifying the terms of this Agreement and authorising attorneys/ authorised representatives of the Sellers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Sellers, in connection with the sale of the Vessel to the Buyers and to attend to any other matters relating thereto.

7. Shareholders resolutions of the Sellers approving the sale of the Vessel to the Buyers.

8. Power of attorney issued by the Sellers duly legalised or apostilled, authorizing such persons to, inter alia, execute for and on behalf of the Sellers the MOA PODA and all other documents necessary in connection with the sale of the Vessel to the Buyers, and attend to any other matters relating thereto.

6

m.v. “Marini”

9. The inventory referred to in line 158 of this Agreement.

10. Commercial Invoice in triplicate duly signed by the Sellers showing the main particulars of the Vessel and the Purchase Price of the Vessel.

11. Transcript of Register in respect of the Vessel issued by the Registrar of Maltese Ships dated the date of delivery of the Vessel under this Agreement, certifying that:-

(i) the Vessel is owned by the Sellers; and

(ii) free from registered encumbrances registered against the Vessel.

12. Deletion Certificate in respect of the Vessel issued by the Registrar of Maltese Ships and if not available on the date of delivery of the Vessel under this Agreement, a letter from the Sellers to the Buyers undertaking to provide to the Buyers within twenty-one (21) days after the date of delivery of the Vessel under this Agreement the said Deletion Certificate.

13. A written undertaking duly signed by the Sellers undertaking to the Buyers to:-

(i) request and arrange for the Registrar of Maltese Ships to issue a new Continuous Synopsis Record (“CSR”) showing the date on which the Vessel ceased to be registered with the Registrar of Maltese Ships;

(ii) arrange for copies of all issued CSRs under the Registrar of Maltese Ships, including the new CSR referred to in (i) above are forwarded to the Office of the Maritime Administrator of the Marshall Islands; and

(iii) deliver to the Buyers one copy of the new CSR referred to in (i) above within twenty one (21) days after the delivery of the Vessel under this Agreement.

14. The MOA PODA (as defined below) in duplicate signed by the authorised attorneys-in-fact of the Sellers and the Buyers at the time of delivery of the Vessel under this Agreement in the form attached hereto as Schedule 2.

15. A copy of the certificate of the Classification Society confirming, inter alia, that the Vessel is class maintained without overdue condition or recommendation dated no earlier than three (3) days before delivery of the Vessel under this Agreement.

16. Copy of the valid and current ISSC in respect of the Vessel.

17. Copy of valid and current International Air Pollution Prevention Certificate (IAPPC) in respect of the Vessel issued under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL.

7

m.v. “Marini”

18. Such other documents as are necessary for the registration of the Buyers’ ownership title under the Marshall Islands flag and the bareboat/demise charter registration of the Vessel under the Maltese flag but within the control of the Sellers.

B. The Buyers shall provide the Sellers with the following documents (one original unless other specified) upon delivery of the Vessel under this Agreement:

1. Resolution(s) of the board of directors of the Buyers, authorising attorneys/ authorised representatives of the Buyers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Buyers, in connection with the purchase of the Vessel and to attend to any other matters relating thereto.

2. Power of Attorney of the Buyers, appointing attorney(s)-in-fact empowered to, inter alia, execute for and on behalf of the Buyers the MOA PODA and all other documents necessary in connection with the purchase of the Vessel, as well as for the payment of the Purchase Price and any other payment due and payable under the MOA, and attend to any other matters relating thereto.

C. The Sellers shall provide to the Buyers with copies or drafts (as the case may be) of the documents referred to in Paragraph A of this Schedule 1 as soon as possible but not later than ten (10) Banking Days (or such shorter period as the parties hereto may agree) prior to the expected date of delivery of the Vessel under this Agreement for the Buyers’ approval and/or comments.

D. At the time of delivery and acceptance of the Vessel under this Agreement, the Seller and the Buyers shall sign and deliver to each other a protocol of delivery and acceptance (in duplicate) in the form attached hereto as Schedule 2 (Agreed Form of Protocol of Delivery and Acceptance) (the “MOA PODA”).

8

m.v. “Marini”

SCHEDULE 2

AGREED FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER MOA FOR M.V. “MARINI”

m.v. “Marini” with IMO no. 9639529 (the “Vessel”) was delivered to and accepted by Hai Kuo Shipping 1623 Limited as buyers of the Vessel, pursuant to the Memorandum of Agreement dated [●] and made with Marathi Owners Inc. as sellers of the Vessel, at [●] hours ([●] Time) on [●] at [●].

For and on behalf of	For and on behalf of
MARATHI OWNERS INC.	HAI KUO SHIPPING 1623 LIMITED
Name:	Name:
Title:	Title:

9

EX-4.92

Exhibit 4.92

m.v. “Morandi”

RIDER CLAUSES

TO

MEMORANDUM OF AGREEMENT

DATED      4 May 2018     in respect ofm.v. “Morandi” (“MOA”)

Clause 17

a. The Buyers and the Sellers hereby acknowledge that the Buyers have entered into a bareboat charter of even date herewith with the Sellers (the “BBC”), whereby the Vessel is to be chartered by the Buyers (as owners) to the Sellers (as bareboat charterer), on such terms and conditions as are set out in the BBC. Immediately upon delivery of the Vessel to the Buyers under this Agreement, the Vessel shall, subject to the terms of the BBC, be deemed as delivered immediately thereafter to the Sellers (as bareboat charterer) under the BBC, and the Sellers’ acceptance of delivery of the Vessel to it (as bareboat charterer) under the BBC shall satisfy in full pro tanto the Sellers’ obligation with respect to physical delivery of the Vessel to the Buyers under this Agreement.

b. The obligations of the Buyers to purchase and take delivery of the Vessel from the Sellers under this Agreement are subject to and conditional upon, inter alia:-

i. the BBC being duly executed;

ii. the Buyers having received the Nomination Notice as defined in Clause 18bi of this Agreement;

iii. the conditions precedent for the chartering of the Vessel by the Buyers to the Sellers as set out in clause 35.2) of the BBC being satisfied at the time of delivery under this Agreement; and

iv. the due execution of the memorandum of agreements in respect of the sale and purchase of the Associated Vessels (as defined in the BBC).

Clause 18

a. The Purchase Price shall be paid by the Buyers to the Sellers in the following portions:-

i. the MOA Payment Amount A (as defined in Clause 18bi of this Agreement); and

ii. the MOA Payment Amount B (as defined in Clause 18bii of this Agreement).

b. Upon delivery by the Sellers, and acceptance by the Buyers, of the Vessel in accordance with the terms and conditions of this Agreement, the Buyers shall pay to the Sellers:-

i. 50% of the Purchase Price (the “MOA Payment Amount A”) by way of

1

m.v. “Morandi”

remittance to such accounts as to be nominated by the Sellers in writing no later than two (2) Banking Days before the delivery of the Vessel under this Agreement (the “Nomination Notice”); and

ii. 50% of the Purchase Price (the “MOA Payment Amount B”) by way of set-off against the full amount of the Advance Charterhire (as defined under the BBC) payable by the Sellers to the Buyers in accordance with the terms and conditions of the BBC.

c. The Sellers shall separately pay to the Buyers an upfront fee (the “Upfront Fee”) in the amount and at the times agreed in a fee letter (the “Fee Letter”) made or to be made between the Buyers and the Sellers.

d. The Sellers shall bear all taxes, deductions, withholdings, duties and imposts (including goods and services taxes and value added taxes, if any) imposed on or in connection with the execution of this Agreement and the transactions contemplated herein.

e. Subject to the terms of the Fee Letter, the Buyers shall have the option to set off the full amount of the Upfront Fee against the MOA Payment Amount A payable by the Buyers to the Sellers on the date of the delivery of the Vessel under this Agreement. The amount of the MOA Payment Amount A to be paid by the Buyers to the Sellers pursuant to this Clause 18 shall be reduced accordingly.

Clause 19

In this Agreement, unless the context otherwise requires:-

a. any reference to (or to any specified provision of) this Agreement or any other provision, agreement or document shall be construed as references to this Agreement, or such document as in force for the time being and as amended, varied, novated and/or supplemented in accordance with the terms thereof, or as the case may be, with the agreement of the relevant parties, with any requirement that the form or terms of any of the foregoing be satisfactory or acceptable to any person being understood to require such person to act reasonably;

b. any reference to a provision of law is a reference to that provision as amended or re-enacted and includes any regulations or rules issued under any such law;

c. words importing the plural shall include the singular and vice versa, and the term “including” shall be construed to have the same meaning as “including without limitation”; and

d. references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof.

Clause 20

Except as otherwise provided for in this Agreement:-

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m.v. “Morandi”

a. all notices or other communications under or in respect of this Agreement to either party hereto shall be in writing and shall be made or given to such party at the address, Fax number or email address appearing below (or at such other address or email address as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Sellers:

c/o TMS BULKERS LTD.

Address: c/o TMS Bulkers Ltd.Athens Licensed Shipping Office11 Fragkokklisias Street, GR 151 25Marousi, Athens, Greece

Email: finance@tms-management.org

Fax: +30 210 8090205

Tel: +30 216 2006213

Attn: Mr. Dimitris Glynos

In the case of the Buyers:

Address: c/o ICBC Financial Leasing Co., Ltd.10/F, Bank of Beijing Building, 17(C) Jinrong StreetXicheng District, Beijing, People’s Republic of China

Email: kouguangchao@icbcleasing.com

Fax: n/a

Attn: Mr. Kevin Kou

b. a written notice includes a notice by email or telefax. Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email or telefax shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email or facsimile within twenty-four (24) hours of sending the relevant email or facsimile or a delivery receipt message is received by the sender in respect of the relevant email or facsimile; and

c. all communications and documents delivered pursuant to or otherwise relating to this Agreement shall either be in English or accompanied by a certified English translation.

Clause 21

a. Time shall be of the essence of this Agreement but no failure or delay on the part of the Buyers or the Sellers to exercise any power, right or remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by the Buyers or the Sellers of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

b. Any amendment or waiver of any provision of this Agreement shall only be effective

3

m.v. “Morandi”

if the Sellers and the Buyers so agree in writing. Any consent by the Buyers or the Sellers as appropriate under this Agreement must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Buyers or the Sellers as appropriate and shall be effective only in the instance and for the purpose for which it is given.

c. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

d. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

e. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart.

f. Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

g. In the event of any inconsistency in the terms set out in (i) Clauses 1 to 16 of this Agreement and/or Schedule 1 of this Agreement and (ii) the Rider Clauses (i.e. Clauses 17 to 22) to this Agreement, then the terms of the Rider Clauses shall prevail.

Clause 22

a. This Agreement and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

b. (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b) The parties hereto agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 22b is for the benefit of the Buyers only. As a result, the Buyers shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Buyers may take concurrent proceedings in any number of jurisdictions.

c. The Sellers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

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m.v. “Morandi”

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

d. Without prejudice to any other mode of service allowed under any relevant law, the Sellers:-

(a) irrevocably appoint Ince Process Agents Limited of 2 Leman Street, London E1 8QN, London as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agree that failure by the process agent to notify the Sellers of the process will not invalidate the proceedings concerned.

For and on behalf of		For and on behalf of
HAI KUO SHIPPING 1625 LIMITED		MELTEMI OWNERS INC.
/s/ Lee Kwok Chun		/s/ Savvas Tournis
Name:	Lee Kwok Chun	Name:	Savvas Tournis
Title:	Attorney-in-fact	Title:	Attorney-in-fact

5

m.v. “Morandi”

SCHEDULE 1

DELIVERY DOCUMENTS

For the avoidance of doubt, any of the documents listed below shall be deemed provided hereunder if it has already been provided pursuant to clause 35 (Conditions Precedent and Conditions Subsequent) of the BBC.

A. The Sellers shall provide the Buyers with the following documents, each in form as agreed between the Parties and substance satisfactory to the relevant shipping registry(ies) upon delivery of the Vessel under this Agreement (one original unless otherwise specified):

1. Three (3) Bills of Sale in a form acceptable for ownership title registration of the Vessel under the Marshall Islands flag duly executed by the Sellers evidencing the transfer of all the shares in the Vessel to the Buyers and warranting that the Vessel is, at the time of delivery under this Agreement, free from all charters (except for the BBC), encumbrances, mortgages and maritime liens and any other debts or claims whatsoever at the time of such transfer, duly notarised and legalised or apostilled.

2. Certified true copy of the Sellers’ certificate of incorporation which is valid on the date of this Agreement.

3. Certified true copy of the Sellers’ up-to-date articles of association and by-laws.

4. Certificate of good standing of the Sellers dated no earlier than fifteen (15) days before the date of delivery of the Vessel under this Agreement.

5. Certificate of incumbency listing, inter alia, the directors/officers and shareholders of the Sellers dated no earlier than fifteen (15) days before the the date of delivery of the Vessel under this Agreement.

6. Board resolutions of the Sellers approving the sale of the Vessel to the Buyers, approving and ratifying the terms of this Agreement and authorising attorneys/ authorised representatives of the Sellers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Sellers, in connection with the sale of the Vessel to the Buyers and to attend to any other matters relating thereto.

7. Shareholders resolutions of the Sellers approving the sale of the Vessel to the Buyers.

8. Power of attorney issued by the Sellers duly legalised or apostilled, authorizing such persons to, inter alia, execute for and on behalf of the Sellers the MOA PODA and all other documents necessary in connection with the sale of the Vessel to the Buyers, and attend to any other matters relating thereto.

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m.v. “Morandi”

9. The inventory referred to in line 158 of this Agreement.

10. Commercial Invoice in triplicate duly signed by the Sellers showing the main particulars of the Vessel and the Purchase Price of the Vessel.

11. Transcript of Register in respect of the Vessel issued by the Registrar of Maltese Ships dated the date of delivery of the Vessel under this Agreement, certifying that:-

(i) the Vessel is owned by the Sellers; and

(ii) free from registered encumbrances registered against the Vessel.

12. Deletion Certificate in respect of the Vessel issued by the Registrar of Maltese Ships and if not available on the date of delivery of the Vessel under this Agreement, a letter from the Sellers to the Buyers undertaking to provide to the Buyers within twenty-one (21) days after the date of delivery of the Vessel under this Agreement the said Deletion Certificate.

13. A written undertaking duly signed by the Sellers undertaking to the Buyers to:-

(i) request and arrange for the Registrar of Maltese Ships to issue a new Continuous Synopsis Record (“CSR”) showing the date on which the Vessel ceased to be registered with the Registrar of Maltese Ships;

(ii) arrange for copies of all issued CSRs under the Registrar of Maltese Ships, including the new CSR referred to in (i) above are forwarded to the Office of the Maritime Administrator of the Marshall Islands; and

(iii) deliver to the Buyers one copy of the new CSR referred to in (i) above within twenty one (21) days after the delivery of the Vessel under this Agreement.

14. The MOA PODA (as defined below) in duplicate signed by the authorised attorneys-in-fact of the Sellers and the Buyers at the time of delivery of the Vessel under this Agreement in the form attached hereto as Schedule 2.

15. A copy of the certificate of the Classification Society confirming, inter alia, that the Vessel is class maintained without overdue condition or recommendation dated no earlier than three (3) days before delivery of the Vessel under this Agreement.

16. Copy of the valid and current ISSC in respect of the Vessel.

17. Copy of valid and current International Air Pollution Prevention Certificate (IAPPC) in respect of the Vessel issued under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL.

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m.v. “Morandi”

18. Such other documents as are necessary for the registration of the Buyers’ ownership title under the Marshall Islands flag and the bareboat/demise charter registration of the Vessel under the Maltese flag but within the control of the Sellers.

B. The Buyers shall provide the Sellers with the following documents (one original unless other specified) upon delivery of the Vessel under this Agreement:

1. Resolution(s) of the board of directors of the Buyers, authorising attorneys/ authorised representatives of the Buyers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Buyers, in connection with the purchase of the Vessel and to attend to any other matters relating thereto.

2. Power of Attorney of the Buyers, appointing attorney(s)-in-fact empowered to, inter alia, execute for and on behalf of the Buyers the MOA PODA and all other documents necessary in connection with the purchase of the Vessel, as well as for the payment of the Purchase Price and any other payment due and payable under the MOA, and attend to any other matters relating thereto.

C. The Sellers shall provide to the Buyers with copies or drafts (as the case may be) of the documents referred to in Paragraph A of this Schedule 1 as soon as possible but not later than ten (10) Banking Days (or such shorter period as the parties hereto may agree) prior to the expected date of delivery of the Vessel under this Agreement for the Buyers’ approval and/or comments.

D. At the time of delivery and acceptance of the Vessel under this Agreement, the Seller and the Buyers shall sign and deliver to each other a protocol of delivery and acceptance (in duplicate) in the form attached hereto as Schedule 2 (Agreed Form of Protocol of Delivery and Acceptance) (the “MOA PODA”).

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m.v. “Morandi”

SCHEDULE 2

AGREED FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER MOA FOR M.V. “MORANDI”

m.v. “Morandi” with IMO no. 9627837 (the “Vessel”) was delivered to and accepted by Hai Kuo Shipping 1625 Limited as buyers of the Vessel, pursuant to the Memorandum of Agreement dated [●] and made with Meltemi Owners Inc. as sellers of the Vessel, at [●] hours ([●] Time) on [●] at [●].

For and on behalf of	For and on behalf of
MELTEMI OWNERS INC.	HAI KUO SHIPPING 1625 LIMITED
Name:	Name:
Title:	Title:

9

EX-4.93

Exhibit 4.93

m.v. “Nasaka”

RIDER CLAUSES

TO

MEMORANDUM OF AGREEMENT

DATED      4 May 2018     in respect ofm.v. “Nasaka” (“MOA”)

Clause 17

a. The Buyers and the Sellers hereby acknowledge that the Buyers have entered into a bareboat charter of even date herewith with the Sellers (the “BBC”), whereby the Vessel is to be chartered by the Buyers (as owners) to the Sellers (as bareboat charterer), on such terms and conditions as are set out in the BBC. Immediately upon delivery of the Vessel to the Buyers under this Agreement, the Vessel shall, subject to the terms of the BBC, be deemed as delivered immediately thereafter to the Sellers (as bareboat charterer) under the BBC, and the Sellers’ acceptance of delivery of the Vessel to it (as bareboat charterer) under the BBC shall satisfy in full pro tanto the Sellers’ obligation with respect to physical delivery of the Vessel to the Buyers under this Agreement.

b. The obligations of the Buyers to purchase and take delivery of the Vessel from the Sellers under this Agreement are subject to and conditional upon, inter alia:-

i. the BBC being duly executed;

ii. the Buyers having received the Nomination Notice as defined in Clause 18bi of this Agreement;

iii. the conditions precedent for the chartering of the Vessel by the Buyers to the Sellers as set out in clause 35.2) of the BBC being satisfied at the time of delivery under this Agreement; and

iv. the due execution of the memorandum of agreements in respect of the sale and purchase of the Associated Vessels (as defined in the BBC).

Clause 18

a. The Purchase Price shall be paid by the Buyers to the Sellers in the following portions:-

i. the MOA Payment Amount A (as defined in Clause 18bi of this Agreement); and

ii. the MOA Payment Amount B (as defined in Clause 18bii of this Agreement).

b. Upon delivery by the Sellers, and acceptance by the Buyers, of the Vessel in accordance with the terms and conditions of this Agreement, the Buyers shall pay to the Sellers:-

i. 50% of the Purchase Price (the “MOA Payment Amount A”) by way of

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m.v. “Nasaka”

remittance to such accounts as to be nominated by the Sellers in writing no later than two (2) Banking Days before the delivery of the Vessel under this Agreement (the “Nomination Notice”); and

ii. 50% of the Purchase Price (the “MOA Payment Amount B”) by way of set-off against the full amount of the Advance Charterhire (as defined under the BBC) payable by the Sellers to the Buyers in accordance with the terms and conditions of the BBC.

c. The Sellers shall separately pay to the Buyers an upfront fee (the “Upfront Fee”) in the amount and at the times agreed in a fee letter (the “Fee Letter”) made or to be made between the Buyers and the Sellers.

d. The Sellers shall bear all taxes, deductions, withholdings, duties and imposts (including goods and services taxes and value added taxes, if any) imposed on or in connection with the execution of this Agreement and the transactions contemplated herein.

e. Subject to the terms of the Fee Letter, the Buyers shall have the option to set off the full amount of the Upfront Fee against the MOA Payment Amount A payable by the Buyers to the Sellers on the date of the delivery of the Vessel under this Agreement. The amount of the MOA Payment Amount A to be paid by the Buyers to the Sellers pursuant to this Clause 18 shall be reduced accordingly.

Clause 19

In this Agreement, unless the context otherwise requires:-

a. any reference to (or to any specified provision of) this Agreement or any other provision, agreement or document shall be construed as references to this Agreement, or such document as in force for the time being and as amended, varied, novated and/or supplemented in accordance with the terms thereof, or as the case may be, with the agreement of the relevant parties, with any requirement that the form or terms of any of the foregoing be satisfactory or acceptable to any person being understood to require such person to act reasonably;

b. any reference to a provision of law is a reference to that provision as amended or re-enacted and includes any regulations or rules issued under any such law;

c. words importing the plural shall include the singular and vice versa, and the term “including” shall be construed to have the same meaning as “including without limitation”; and

d. references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof.

Clause 20

Except as otherwise provided for in this Agreement:-

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m.v. “Nasaka”

a. all notices or other communications under or in respect of this Agreement to either party hereto shall be in writing and shall be made or given to such party at the address, Fax number or email address appearing below (or at such other address or email address as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Sellers:

c/o TMS BULKERS LTD.

Address: c/o TMS Bulkers Ltd.Athens Licensed Shipping Office11 Fragkokklisias Street, GR 151 25Marousi, Athens, Greece

Email: finance@tms-management.org

Fax: +30 210 8090205

Tel: +30 216 2006213

Attn: Mr. Dimitris Glynos

In the case of the Buyers:

Address: c/o ICBC Financial Leasing Co., Ltd.10/F, Bank of Beijing Building, 17(C) Jinrong StreetXicheng District, Beijing, People’s Republic of China

Email: kouguangchao@icbcleasing.com

Fax: n/a

Attn: Mr. Kevin Kou

b. a written notice includes a notice by email or telefax. Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email or telefax shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email or facsimile within twenty-four (24) hours of sending the relevant email or facsimile or a delivery receipt message is received by the sender in respect of the relevant email or facsimile; and

c. all communications and documents delivered pursuant to or otherwise relating to this Agreement shall either be in English or accompanied by a certified English translation.

Clause 21

a. Time shall be of the essence of this Agreement but no failure or delay on the part of the Buyers or the Sellers to exercise any power, right or remedy under this Agreement shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by the Buyers or the Sellers of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

b. Any amendment or waiver of any provision of this Agreement shall only be effective

3

m.v. “Nasaka”

if the Sellers and the Buyers so agree in writing. Any consent by the Buyers or the Sellers as appropriate under this Agreement must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Buyers or the Sellers as appropriate and shall be effective only in the instance and for the purpose for which it is given.

c. The remedies provided in this Agreement are cumulative and are not exclusive of any remedies provided by law.

d. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

e. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing any such counterpart.

f. Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

g. In the event of any inconsistency in the terms set out in (i) Clauses 1 to 16 of this Agreement and/or Schedule 1 of this Agreement and (ii) the Rider Clauses (i.e. Clauses 17 to 22) to this Agreement, then the terms of the Rider Clauses shall prevail.

Clause 22

a. This Agreement and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

b. (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b) The parties hereto agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 22b is for the benefit of the Buyers only. As a result, the Buyers shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Buyers may take concurrent proceedings in any number of jurisdictions.

c. The Sellers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

4

m.v. “Nasaka”

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

d. Without prejudice to any other mode of service allowed under any relevant law, the Sellers:-

(a) irrevocably appoint Ince Process Agents Limited of 2 Leman Street, London E1 8QN, London as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(b) agree that failure by the process agent to notify the Sellers of the process will not invalidate the proceedings concerned.

For and on behalf of		For and on behalf of
HAI KUO SHIPPING 1626 LIMITED		AQUARIUS OWNERS INC.
/s/ Lee Kwok Chun		/s/ Savvas Tournis
Name:	Lee Kwok Chun	Name:	Savvas Tournis
Title:	Attorney-in-fact	Title:	Attorney-in-fact

5

m.v. “Nasaka”

SCHEDULE 1

DELIVERY DOCUMENTS

For the avoidance of doubt, any of the documents listed below shall be deemed provided hereunder if it has already been provided pursuant to clause 35 (Conditions Precedent and Conditions Subsequent) of the BBC.

A. The Sellers shall provide the Buyers with the following documents, each in form as agreed between the Parties and substance satisfactory to the relevant shipping registry(ies) upon delivery of the Vessel under this Agreement (one original unless otherwise specified):

1. Three (3) Bills of Sale in a form acceptable for ownership title registration of the Vessel under the Marshall Islands flag duly executed by the Sellers evidencing the transfer of all the shares in the Vessel to the Buyers and warranting that the Vessel is, at the time of delivery under this Agreement, free from all charters (except for the BBC), encumbrances, mortgages and maritime liens and any other debts or claims whatsoever at the time of such transfer, duly notarised and legalised or apostilled.

2. Certified true copy of the Sellers’ certificate of incorporation which is valid on the date of this Agreement.

3. Certified true copy of the Sellers’ up-to-date articles of association and by-laws.

4. Certificate of good standing of the Sellers dated no earlier than fifteen (15) days before the date of delivery of the Vessel under this Agreement.

5. Certificate of incumbency listing, inter alia, the directors/officers and shareholders of the Sellers dated no earlier than fifteen (15) days before the the date of delivery of the Vessel under this Agreement.

6. Board resolutions of the Sellers approving the sale of the Vessel to the Buyers, approving and ratifying the terms of this Agreement and authorising attorneys/ authorised representatives of the Sellers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Sellers, in connection with the sale of the Vessel to the Buyers and to attend to any other matters relating thereto.

7. Shareholders resolutions of the Sellers approving the sale of the Vessel to the Buyers.

8. Power of attorney issued by the Sellers duly legalised or apostilled, authorizing such persons to, inter alia, execute for and on behalf of the Sellers the MOA PODA and all other documents necessary in connection with the sale of the Vessel to the Buyers, and attend to any other matters relating thereto.

6

m.v. “Nasaka”

9. The inventory referred to in line 158 of this Agreement.

10. Commercial Invoice in triplicate duly signed by the Sellers showing the main particulars of the Vessel and the Purchase Price of the Vessel.

11. Transcript of Register in respect of the Vessel issued by the Registrar of Maltese Ships dated the date of delivery of the Vessel under this Agreement, certifying that:-

(i) the Vessel is owned by the Sellers; and

(ii) free from registered encumbrances registered against the Vessel.

12. Deletion Certificate in respect of the Vessel issued by the Registrar of Maltese Ships and if not available on the date of delivery of the Vessel under this Agreement, a letter from the Sellers to the Buyers undertaking to provide to the Buyers within twenty-one (21) days after the date of delivery of the Vessel under this Agreement the said Deletion Certificate.

13. A written undertaking duly signed by the Sellers undertaking to the Buyers to:-

(i) request and arrange for the Registrar of Maltese Ships to issue a new Continuous Synopsis Record (“CSR”) showing the date on which the Vessel ceased to be registered with the Registrar of Maltese Ships;

(ii) arrange for copies of all issued CSRs under the Registrar of Maltese Ships, including the new CSR referred to in (i) above are forwarded to the Office of the Maritime Administrator of the Marshall Islands; and

(iii) deliver to the Buyers one copy of the new CSR referred to in (i) above within twenty one (21) days after the delivery of the Vessel under this Agreement.

14. The MOA PODA (as defined below) in duplicate signed by the authorised attorneys-in-fact of the Sellers and the Buyers at the time of delivery of the Vessel under this Agreement in the form attached hereto as Schedule 2.

15. A copy of the certificate of the Classification Society confirming, inter alia, that the Vessel is class maintained without overdue condition or recommendation dated no earlier than three (3) days before delivery of the Vessel under this Agreement.

16. Copy of the valid and current ISSC in respect of the Vessel.

17. Copy of valid and current International Air Pollution Prevention Certificate (IAPPC) in respect of the Vessel issued under Annex VI (Regulations for the Prevention of Air Pollution from Ships) to MARPOL.

7

m.v. “Nasaka”

18. Such other documents as are necessary for the registration of the Buyers’ ownership title under the Marshall Islands flag and the bareboat/demise charter registration of the Vessel under the Maltese flag but within the control of the Sellers.

B. The Buyers shall provide the Sellers with the following documents (one original unless other specified) upon delivery of the Vessel under this Agreement:

1. Resolution(s) of the board of directors of the Buyers, authorising attorneys/ authorised representatives of the Buyers to, inter alia, execute the MOA PODA (as defined below) and the power of attorney as set forth below, for and on behalf of the Buyers, in connection with the purchase of the Vessel and to attend to any other matters relating thereto.

2. Power of Attorney of the Buyers, appointing attorney(s)-in-fact empowered to, inter alia, execute for and on behalf of the Buyers the MOA PODA and all other documents necessary in connection with the purchase of the Vessel, as well as for the payment of the Purchase Price and any other payment due and payable under the MOA, and attend to any other matters relating thereto.

C. The Sellers shall provide to the Buyers with copies or drafts (as the case may be) of the documents referred to in Paragraph A of this Schedule 1 as soon as possible but not later than ten (10) Banking Days (or such shorter period as the parties hereto may agree) prior to the expected date of delivery of the Vessel under this Agreement for the Buyers’ approval and/or comments.

D. At the time of delivery and acceptance of the Vessel under this Agreement, the Seller and the Buyers shall sign and deliver to each other a protocol of delivery and acceptance (in duplicate) in the form attached hereto as Schedule 2 (Agreed Form of Protocol of Delivery and Acceptance) (the “MOA PODA”).

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m.v. “Nasaka”

SCHEDULE 2

AGREED FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER MOA FOR M.V. “NASAKA”

m.v. “Nasaka” with IMO no. 9602423 (the “Vessel”) was delivered to and accepted by Hai Kuo Shipping 1626 Limited as buyers of the Vessel, pursuant to the Memorandum of Agreement dated [●] and made with Aquarius Owners Inc. as sellers of the Vessel, at [●] hours ([●] Time) on [●] at [●].

For and on behalf of	For and on behalf of
AQUARIUS OWNERS INC.	HAI KUO SHIPPING 1626 LIMITED
Name:	Name:
Title:	Title:

9

EX-4.94

Exhibit 4.94

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"		BIMCO PART I
	2. Place and date 4 May 2018
3. Owners/Place of business (Cl. 1) Hai Kuo Shipping 1621 Limited / Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) Serenity Owners Inc. / Marshall Islands
5. Vessel’s name, call sign and flag (Cl. 1 and 3) Name: Bacon Call Sign:  9HA4552 Flag:  Marshall Islands (for ownership registration) and Malta (for bareboat charter registration) (subject to Rider Clause 44)
6. Type of Vessel Bulk Carrier	7. GT/NT 107162/68519
8. When/Where built 2013 Qingdao Yangfan Shipyard, People’s Republic of China	9. Total DWT (abt.) in metric tons on summer freeboard 205170
10. Classification Society (Cl. 3) ABS (Americas) AB or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies with the Owners’ prior written consent	11. Date of last special survey by the Vessel’s classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) N/A
13. Port or Place of delivery (Cl. 3) See Rider Clause 33	14. Time for delivery (Cl. 4) See Rider Clause 33	15. Cancelling date (Cl. 5) N/A
16. Port or Place of redelivery (Cl. 15) See Rider Clause 59.1	17. No. of months’ validity of trading and class certificates uponredelivery (Cl. 15) See Rider Clause 59.1
18. Running days’ notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) As required by the Classification Society or the Flag State
20. Trading Limits (Cl. 6) World Wide, always within International Navigating Conditions and not to (i) any zone after it has been declared a war zone by the Vessel’s war risk insurer or (ii) any jurisdiction subject to Sanctions.
21. Charter period (Cl. 2) See Rider Clause 36.1	22. Charter hire (Cl. 11) See Rider Clauses 37 and 38
23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV N/A	25. Currency and method of payment (Cl. 11) See Rider Clause 38

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) See Rider Clause 38	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) Guarantee (as defined in Rider Clause 32.1)
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) See Rider Clause 42	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Rider Clause 49 Clause 14 does not apply
30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) N/A	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Rider Clause 49
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) See Additional Clause 51	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (c) See Rider Clause 62
36. War cancellation (indicate countries agreed)(Cl. 26(f)) See Rider Clause 54
37. Newbuilding Vessel (indicate with ”yes” or “no” whether PART III applies)(optional) No	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional) No	43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional) See Rider Clause 44 Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) See Rider Clause 44	45. Country of the Underlying Registry (only to be filled in if PART V applies) See Rider Clause 44
46. Number of additional clauses covering special provisions, if agreed 32-62; Schedules 1-5
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall Include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It Is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter If expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it Is further agreed that In the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) Hai Kuo Shipping 1621 Limited Name & Title: /s/ Lee Kwok Chun Lee Kwok Chun Attorney-in-fact	Signature (Charterers) Serenity Owners Inc. Name & Title: /s/ Savvas Tournis Savvas Tournis Attorney-in-fact

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

1. Definitions (see Rider Clause 32)

In this Charter, the following terms shall have the meanings hereby assigned to them:

“The Owners" shall mean the party identified in Box 3;

“The Charterers" shall mean the party identified in Box 4;

“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

“Financial Instrument” means the mortgage, deed covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”).

3. Delivery (also see Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

(a)     The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy

And in every respect ready-in-hull, machinery and equipment for service under this Charter.

The vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13. in such ready safe berth as the Charterers may direct.

(b)     The Vessel shall be properly documented on delivery in accordance with the laws of the flag State indicated in Box 5 and the requirements of the classification society stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.

(c)     The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel. but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by the latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery (See Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15. Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’ preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)     Should the Vessel not be delivered latest by the canceling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)     If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonably certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight(168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in theOwners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)     Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.

6. Trading Restrictions

The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.

The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as the extra premium which shall be at the Charterer’s expense or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners' prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder. The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and of the Off-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rate thereof.

8. Inspection (see Rider Clause 48.10)

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:

(a)     to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)     in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for such inspection or survey shall be paid by the Charterers; and

(c)     for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Owners.

All time used in respect of inception, survey or repairs

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“BARECON 2001” Standard Bareboat Charter

shall be for the Charterers account and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accident or damage to the Vessel.

9. Inventories, Oil and Stores

A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel.  The Charterers and the Owners, respectively, shall at the time of delivery and provide for, and the Owners shall at the time of redelivery take over (free of charge) and pay for all bunkers, lubricating oil, unbreached provisions, paints, ropes and other consumable stores (excluding, at the time of delivery, spare parts) in the said Vessel without extra cost to the Owner at the then current market prices at the ports of delivery and redelivery, respectively.  The Charterers shall ensure that all spare parts listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.

10. Maintenance and Operation

(a)(i)Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition, in safe and seaworthy condition, and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(I), if applicable, at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all items, in each case free of recommendations or conditions of Class that are overdue. The Charterers shall at all times comply with the rules and regulations of the Classification Society, and if any recommendation is made by the Classification Society, such recommendation shall be addressed within the time period specified by the Classification Society.

(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation then the time and costs for compliance shall be for the sole account of the Charterers. costing (excluding the Charterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 percent of the Vessel’s insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ration in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alla, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30.

(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements and the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)     Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the vessel under this Charter, including annual Flag State fees and any foreign general municipality and/or state taxes. The Master, officers and his crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.

(c)     The Charterers shall keep the owners and the mortgagee(s) advised of the intended employment, planned dry docking and major repairs of the Vessel, as reasonably required.

(d)     Flag and Name of Vessel - During the Charter Period, so long as no Termination Event has occurred and is continuing, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. The Charterers also have the liberty, with the Owners’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period which shall be subject to the terms of Rider Clause 44.  Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.

(e)     Changes to the Vessel - Subject to clause 10(a)(ii), (see Rider Clauses 48.6 and 48.7) the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without the instance first securing the Owners’ approval thereof (which approval shall not be unreasonably withheld if the proposed structural change will not adversely affect the value of the Vessel). If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)     Use of the Vessel’s Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantially equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. Title of any equipment so replaced shall vest in and remain with the Owners. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners.  Any equipment including radio

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PART II

“BARECON 2001” Standard Bareboat Charter

equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charters and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse indemnify the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.

(g)     Periodical Dry-Docking – The Charters shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19 or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or Flag State.

11. Hire (see also Rider Clauses 37 and 38)

(a)     The Charterers shall pay hire due to the Owners punctuality in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)     The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable no later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period.

(c)     Payments of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)     Final payment of hire, if for a period less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be affected accordingly.

(e)     Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to be adjusted accordingly.

(f)     Any delay in payment of higher shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or is successor) for the currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due, increased by 2 perc., shall apply.

(g)     Payments of interest do under subclause 11(f) shall be made within seven (7) running days of the date of the Owners invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage (see Rider Clause 42)

(only to apply if Box 28 has been appropriately filled in)

*) (a)     The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b)     The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of the mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28)

13. Insurance and Repairs (see Rider Clause 49)

(a)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the mortgagee(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers shall also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurance.

All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be the Charterers’ account. Charterers shall be entitled to insure the Vessel for Charterers Interest Insurance which will be limited to Total Loss or constructive Total Loss of the Vessel including any excess liabilities, provided such insurance cover does not contradict with the disbursement warranty, loss payable or other similar clauses under the primary hull insurances.

(b)     If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers are necessary.

(c)     The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.

(d)     Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interests. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a

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PART II

“BARECON 2001” Standard Bareboat Charter

total loss as defined in this Clause.

(e)     The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in Box 29.

14. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted).

(a)     During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)    In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)     The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a). The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)     The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)     All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses  as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)    If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)     Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)     If the Vessel becomes an actual, constructive,  compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.

(j)     The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.

(I)     Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15. Redelivery (see Rider Clause 59)

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel withinthe Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16. Non-Lien

The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.”

17. Indemnity (see Rider Clause 41)

(a)     The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners

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PART II

“BARECON 2001” Standard Bareboat Charter

arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)     If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hiresand sub-freights belonging or due to the Charterers orany sub-charterers and any Bill of Lading freight for allclaims under this Charter., and the Charterers to have alien on the Vessel for all moneys paid in advance andnot earned.

19. Salvage

All salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale (see Rider Clause 57)

(a)     The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)     The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a)     The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carnage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b)     The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

*) Delete as applicable.

24. Bank Guarantee

(Optional, only to apply if Box 27 filled in)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a)    In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether itmay or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of "Requisition for Hire" any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition". In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition".

26. War

(a) For the purpose of this Clause, the words "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b) The Vessel, unless the Charterers have arranged for War Risks insurance in respect of the Vessel (and the same has been assigned to the Owners or at their discretion) the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her

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PART II

“BARECON 2001” Standard Bareboat Charter

entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)     In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessels war risks insurers until the prior written notice to war risks insurer has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)     The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)     If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)    The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)     In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at  sea at a near, open and safe port as directed by the Owners. In all cases hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission. Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination (see also Rider Clause 54)

(a)Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall givethe Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:(1)Clause 6 (Trading Restrictions)(2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b)Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c) Loss of Vessel (see Rider Clause 50)

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive. compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

(d)     Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)     The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession (see Rider Clause 55)

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution (see Rider Clause 62)

*) (a)     This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

*) (b)     This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US550,000 (or such other sum asthe parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c)     This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d)     Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:-

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice') calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e)    If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases.

*)     Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

indicate alternative agreed in Box 35.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

31. Notices (see Rider Clause 60)

(a)     Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b)     The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IIIPROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37)

1. Specifications and Building Contract

(a)     The Vessel shall be constructed in accordance with the Building Contract (hereafter called the Building Contract") as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter- signed as approved by the Charterers.

(b)     No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers' consent.

(c)     The Charterers shall have the right to send their representative to the Builders' Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.

(d)     The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein. Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel's performance or specification or defects, if any. Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies. However, the Owners' liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred. Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties. The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2. Time and Place of Delivery

(a)     Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders' Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)     If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)     If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii) if the Charterers wish to take delivery of the Vessel

they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)     Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3. Guarantee Works

If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4. Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5. Survey on Redelivery

The Owners and the Charterers shall appoint surveyors  for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IVHIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterershave fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid  for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is tree from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers' flag, shall be for Buyers' account. Any taxes, consular and other charges and expenses connected with closing of the Sellers' register, shall be for Sellers' account.

In exchange for payment of the last month's hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship's Register and deliver a certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers' possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Sellers' risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43)

1. Definitions

For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: "The Bareboat Charter Registry" shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

“The Underlying Registry" shall mean the registry of the State in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2. Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28. the Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners under this Charter.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

EX-4.95

Exhibit 4.95

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"		BIMCO PART I
	2. Place and date 4 May 2018
3. Owners/Place of business (Cl. 1) Hai Kuo Shipping 1622 Limited / Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) Kahuna Owners Inc. / Marshall Islands
5. Vessel’s name, call sign and flag (Cl. 1 and 3) Name: Castellani Call Sign:  9HA4578 Flag:  Marshall Islands (for ownership registration) and Malta (for bareboat charter registration) (subject to Rider Clause 44)
6. Type of Vessel Bulk Carrier	7. GT/NT 43005/27239
8. When/Where built 2014 Tsuneishi, Japan	9. Total DWT (abt.) in metric tons on summer freeboard 82129
10. Classification Society (Cl. 3) Nippon Kaiji Kyokai NK or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies with the Owners’ prior written consent	11. Date of last special survey by the Vessel’s classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) N/A
13. Port or Place of delivery (Cl. 3) See Rider Clause 33	14. Time for delivery (Cl. 4) See Rider Clause 33	15. Cancelling date (Cl. 5) N/A
16. Port or Place of redelivery (Cl. 15) See Rider Clause 59.1	17. No. of months’ validity of trading and class certificates uponredelivery (Cl. 15) See Rider Clause 59.1
18. Running days’ notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) As required by the Classification Society or the Flag State
20. Trading Limits (Cl. 6) World Wide, always within International Navigating Conditions and not to (i) any zone after it has been declared a war zone by the Vessel’s war risk insurer or (ii) any jurisdiction subject to Sanctions.
21. Charter period (Cl. 2) See Rider Clause 36.1	22. Charter hire (Cl. 11) See Rider Clauses 37 and 38
23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV N/A	25. Currency and method of payment (Cl. 11) See Rider Clause 38

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) See Rider Clause 38	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) Guarantee (as defined in Rider Clause 32.1)
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) See Rider Clause 42	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Rider Clause 49 Clause 14 does not apply
30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) N/A	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Rider Clause 49
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) See Rider Clause 54	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (c) See Rider Clause 62
36. War cancellation (indicate countries agreed)(Cl. 26(f)) N/A
37. Newbuilding Vessel (indicate with ”yes” or “no” whether PART III applies)(optional) No	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional) No	43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional) See Rider Clause 44 Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) See Rider Clause 44	45. Country of the Underlying Registry (only to be filled in if PART V applies) See Rider Clause 44
46. Number of additional clauses covering special provisions, if agreed 32-62; Schedules 1-5
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall Include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It Is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter If expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it Is further agreed that In the event of a conflict of conditions, the provisions of PART l and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) Hai Kuo Shipping 1622 Limited Name & Title: /s/ Lee Kwok Chun Lee Kwok Chun Attorney-in-fact	Signature (Charterers) Kahuna Owners Inc. Name & Title: /s/ Savvas Tournis Savvas Tournis Attorney-in-fact

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PART II

“BARECON 2001” Standard Bareboat Charter

1. Definitions (see Rider Clause 32)

In this Charter, the following terms shall have the meanings hereby assigned to them:

“The Owners" shall mean the party identified in Box 3;

“The Charterers" shall mean the party identified in Box 4;

“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

“Financial Instrument” means the mortgage, deed covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”).

3. Delivery (also see Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

(a)     The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy

And in every respect ready-in-hull, machinery and equipment for service under this Charter.

The vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13. in such ready safe berth as the Charterers may direct.

(b)     The Vessel shall be properly documented on delivery in accordance with the laws of the flag State indicated in Box 5 and the requirements of the classification society stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.

(c)     The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel. but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by the latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery (See Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15. Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’ preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)     Should the Vessel not be delivered latest by the canceling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)     If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonably certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight(168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in theOwners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)     Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.

6. Trading Restrictions

The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.

The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as the extra premium which shall be at the Charterer’sexpense or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners' prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder. The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and of the Off-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rate thereof.

8. Inspection (see Rider Clause 48.10)

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:

(a)     to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)     in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for such inspection or survey shall be paid by the Charterers; and

(c)     for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Owners.

All time used in respect of inspection, survey or repairs

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

shall be for the Charterers account and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accident or damage to the Vessel.

9. Inventories, Oil and Stores

A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel.  The Charterers and the Owners, respectively, shall at the time of delivery and provide for, and the Owners shall at the time of redelivery take over (free of charge) and pay for all bunkers, lubricating oil, unbreached provisions, paints, ropes and other consumable stores (excluding, at the time of delivery, spare parts) in the said Vessel without extra cost to the Owner at the then current market prices at the ports of delivery and redelivery, respectively.  The Charterers shall ensure that all spare parts listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.

10. Maintenance and Operation

(a)(i)Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition, in safe and seaworthy condition, and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(I), if applicable, at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all items, in each case free of recommendations or conditions of Class that are overdue. The Charterers shall at all times comply with the rules and regulations of the Classification Society, and if any recommendation is made by the Classification Society, such recommendation shall be addressed within the time period specified by the Classification Society.

(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation then the time and costs for compliance shall be for the sole account of the Charterers. costing (excluding the Charterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 percent of the Vessel’s insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ration in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alla, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30.

(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements and the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)     Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the vessel under this Charter, including annual Flag State fees and any foreign general municipality and/or state taxes. The Master, officers and his crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.

(c)     The Charterers shall keep the owners and the mortgagee(s) advised of the intended employment, planned dry docking and major repairs of the Vessel, as reasonably required.

(d)     Flag and Name of Vessel - During the Charter Period, so long as no Termination Event has occurred and is continuing, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. The Charterers also have the liberty, with the Owners’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period which shall be subject to the terms of Rider Clause 44.  Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.

(e)     Changes to the Vessel - Subject to clause 10(a)(ii), (see Rider Clauses 48.6 and 48.7) the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without the instance first securing the Owners’ approval thereof (which approval shall not be unreasonably withheld if the proposed structural change will not adversely affect the value of the Vessel). If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)     Use of the Vessel’s Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantially equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners.  Any equipment including radio equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charters and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse indemnify the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.

(g)     Periodical Dry-Docking – The Charters shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19 or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or Flag State.

11. Hire (see also Rider Clauses 37 and 38)

(a)     The Charterers shall pay hire due to the Owners punctuality in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)     The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable no later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period.

(c)     Payments of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)     Final payment of hire, if for a period less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be affected accordingly.

(e)     Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to be adjusted accordingly.

(f)     Any delay in payment of higher shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or is successor) for the currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due, increased by 2 perc., shall apply.

(g)     Payments of interest do under subclause 11(f) shall be made within seven (7) running days of the date of the Owners invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage (see Rider Clause 42)

(only to apply if Box 28 has been appropriately filled in)

*) (a)     The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b)     The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of the mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28)

13. Insurance and Repairs (see Rider Clause 49)

(a)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the mortgagee(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers shall also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurance.

All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be the Charterers’ account. Charterers shall be entitled to insure the Vessel for Charterers Interest Insurance which will be limited to Total Loss or constructive Total Loss of the Vessel including any excess liabilities, provided such insurance cover does not contradict with the disbursement warranty, loss payable or other similar clauses under the primary hull insurances.

(b)     If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers are necessary.

(c)     The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.

(d)     Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shall distribute the moneys between the

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

Owners and the Charterers according to their respective interests. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a total loss as defined in this Clause.

(e)     The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in Box 29.

14. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted).

(a)     During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)    In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)     The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a). The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)     The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)     All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses  as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)    If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)     Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)     If the Vessel becomes an actual, constructive,  compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.

(j)     The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.

(I)     Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15. Redelivery (see Rider Clause 59)

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel withinthe Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16. Non-Lien

The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien

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PART II

“BARECON 2001” Standard Bareboat Charter

whatsoever.”

17. Indemnity (see Rider Clause 41)

(a)     The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)     If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hiresand sub-freights belonging or due to the Charterers orany sub-charterers and any Bill of Lading freight for allclaims under this Charter., and the Charterers to have alien on the Vessel for all moneys paid in advance andnot earned.

19. Salvage

All salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale (see Rider Clause 57)

(a)     The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)     The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a)     The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carnage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b)     The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

*) Delete as applicable.

24. Bank Guarantee

(Optional, only to apply if Box 27 filled in)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a)    In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether itmay or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of "Requisition for Hire" any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition". In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition".

26. War

(a) For the purpose of this Clause, the words "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b) The Vessel, unless the Charterers have arranged for War Risks insurance in respect of the Vessel (and the same has been assigned to the Owners or at their discretion) the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other

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PART II

“BARECON 2001” Standard Bareboat Charter

persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)     In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessels war risks insurers until the prior written notice to war risks insurer has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)     The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)     If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)    The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)     In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at  sea at a near, open and safe port as directed by the Owners. In all cases hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission. Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination (see also Rider Clause 54)

(a)Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall givethe Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:(1)Clause 6 (Trading Restrictions)(2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b)Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c) Loss of Vessel (see Rider Clause 50)

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive. compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

competent tribunal that a constructive loss of the Vessel has occurred.

(d)     Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)     The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession (see Rider Clause 55)

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution (see Rider Clause 62)

*) (a)     This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

*) (b)     This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US550,000 (or such other sum asthe parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c)     This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d)     Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:-

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice') calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e)    If Box 35 in Part I is not appropriately filled in, sub-clause

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PART II

“BARECON 2001” Standard Bareboat Charter

30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases.

*)     Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

indicate alternative agreed in Box 35.

31. Notices (see Rider Clause 60)

(a)     Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b)     The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IIIPROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37)

1. Specifications and Building Contract

(a)     The Vessel shall be constructed in accordance with the Building Contract (hereafter called the Building Contract") as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter- signed as approved by the Charterers.

(b)     No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers' consent.

(c)     The Charterers shall have the right to send their representative to the Builders' Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.

(d)     The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein. Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel's performance or specification or defects, if any. Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies. However, the Owners' liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred. Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties. The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2. Time and Place of Delivery

(a)     Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders' Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)     If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)     If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii) if the Charterers wish to take delivery of the Vessel

they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)     Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3. Guarantee Works

If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4. Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5. Survey on Redelivery

The Owners and the Charterers shall appoint surveyors  for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IVHIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterershave fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid  for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is tree from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers' flag, shall be for Buyers' account. Any taxes, consular and other charges and expenses connected with closing of the Sellers' register, shall be for Sellers' account.

In exchange for payment of the last month's hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship's Register and deliver a certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers' possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Sellers' risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43)

1. Definitions

For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: "The Bareboat Charter Registry" shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

“The Underlying Registry" shall mean the registry of the State in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2. Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28. the Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners under this Charter.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

EX-4.96

Exhibit 4.96

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"		BIMCO PART I
	2. Place and date 4 May 2018
3. Owners/Place of business (Cl. 1) Hai Kuo Shipping 1623 Limited / Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) Marathi Owners Inc. / Marshall Islands
5. Vessel’s name, call sign and flag (Cl. 1 and 3) Name: Marini Call Sign:  9HA4546 Flag:  Marshall Islands (for ownership registration) and Malta (for bareboat charter registration) (subject to Rider Clause 44)
6. Type of Vessel Bulk Carrier	7. GT/NT 107162/68519
8. When/Where built 2014 Qingdao Yangfan Shipyard, People’s Republic of China	9. Total DWT (abt.) in metric tons on summer freeboard 205855
10. Classification Society (Cl. 3) ABS (Americas) AB or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies with the Owners’ prior written consent	11. Date of last special survey by the Vessel’s classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) N/A
13. Port or Place of delivery (Cl. 3) See Rider Clause 33	14. Time for delivery (Cl. 4) See Rider Clause 33	15. Cancelling date (Cl. 5) N/A
16. Port or Place of redelivery (Cl. 15) See Rider Clause 59.1	17. No. of months’ validity of trading and class certificates uponredelivery (Cl. 15) See Rider Clause 59.1
18. Running days’ notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) As required by the Classification Society or the Flag State
20. Trading Limits (Cl. 6) World Wide, always within International Navigating Conditions and not to (i) any zone after it has been declared a war zone by the Vessel’s war risk insurer or (ii) any jurisdiction subject to Sanctions.
21. Charter period (Cl. 2) See Rider Clause 36.1	22. Charter hire (Cl. 11) See Rider Clauses 37 and 38
23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV N/A	25. Currency and method of payment (Cl. 11) See Rider Clause 38

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) See Rider Clause 38	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) Guarantee (as defined in Rider Clause 32.1)
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) See Rider Clause 42	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Rider Clause 49 Clause 14 does not apply
30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) N/A	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Rider Clause 49
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) See Rider Clause 54	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (c) See Rider Clause 62
36. War cancellation (indicate countries agreed)(Cl. 26(f)) N/A
37. Newbuilding Vessel (indicate with ”yes” or “no” whether PART III applies)(optional) No	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional) No	43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional) See Rider Clause 44 Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) See Rider Clause 44	45. Country of the Underlying Registry (only to be filled in if PART V applies) See Rider Clause 44
46. Number of additional clauses covering special provisions, if agreed 32-62; Schedules 1-5
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall Include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It Is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter If expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it Is further agreed that In the event of a conflict of conditions, the provisions of PART l and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) Hai Kuo Shipping 1623 Limited Name & Title: /s/ Lee Kwok Chun Lee Kwok Chun Attorney-in-fact	Signature (Charterers) Marathi Owners Inc. Name & Title: /s/ Savvas Tournis Savvas Tournis Attorney-in-fact

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

1. Definitions (see Rider Clause 32)

In this Charter, the following terms shall have the meanings hereby assigned to them:

“The Owners" shall mean the party identified in Box 3;

“The Charterers" shall mean the party identified in Box 4;

“The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

“Financial Instrument” means the mortgage, deed covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 (“The Charter Period”).

3. Delivery (also see Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

(a)     The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy

And in every respect ready-in-hull, machinery and equipment for service under this Charter.

The vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13. in such ready safe berth as the Charterers may direct.

(b)     The Vessel shall be properly documented on delivery in accordance with the laws of the flag State indicated in Box 5 and the requirements of the classification society stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.

(c)     The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel. but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by the latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery (See Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15. Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’ preliminary and not less than fourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel’s position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)     Should the Vessel not be delivered latest by the canceling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)     If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonably certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight(168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in theOwners’ notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)     Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.

6. Trading Restrictions

The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.

The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as the extra premium which shall be at the Charterer’s expense or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners' prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder. The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and of the Off-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rate thereof.

8. Inspection (see Rider Clause 48.10)

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:

(a)     to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)     in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for such inspection or survey shall be paid by the Charterers; and

(c)     for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Owners.

All time used in respect of inspection, survey or repairs

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

shall be for the Charterers account and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accident or damage to the Vessel.

9. Inventories, Oil and Stores

A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel.  The Charterers and the Owners, respectively, shall at the time of delivery and provide for, and the Owners shall at the time of redelivery take over (free of charge) and pay for all bunkers, lubricating oil, unbreached provisions, paints, ropes and other consumable stores (excluding, at the time of delivery, spare parts) in the said Vessel without extra cost to the Owner at the then current market prices at the ports of delivery and redelivery, respectively.  The Charterers shall ensure that all spare part listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.

10. Maintenance and Operation

(a)(i)Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition, in safe and seaworthy condition, and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(I), if applicable, at their own expense they shall at all times keep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times, in each case free of recommendations or conditions of Class that are overdue. The Charterers shall at all times comply with the rules and regulations of the Classification Society, and if any recommendation is made by the Classification Society, such recommendation shall be addressed within the time period specified by the Classification Society.

(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation then the time and costs for compliance shall be for the sole account of the Charterers. costing (excluding the Charterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 percent of the Vessel’s insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ration in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alla, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30.

(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements and the Charterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)     Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the vessel under this Charter, including annual Flag State fees and any foreign general municipality and/or state taxes. The Master, officers and his crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicable law.

(c)     The Charterers shall keep the owners and the mortgagee(s) advised of the intended employment, planned dry docking and major repairs of the Vessel, as reasonably required.

(d)     Flag and Name of Vessel - During the Charter Period, so long as no Termination Event has occurred and is continuing, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. The Charterers also have the liberty, with the Owners’ consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period which shall be subject to the terms of Rider Clause 44.  Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time.

(e)     Changes to the Vessel - Subject to clause 10(a)(ii), (see Rider Clauses 48.6 and 48.7) the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without the instance first securing the Owners’ approval thereof (which approval shall not be unreasonably withheld if the proposed structural change will not adversely affect the value of the Vessel). If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)     Use of the Vessel’s Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantially equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners.  Any equipment including radio

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charters and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse indemnify the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.

(g)     Periodical Dry-Docking – The Charters shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19 or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or Flag State.

11. Hire (see also Rider Clauses 37 and 38)

(a)     The Charterers shall pay hire due to the Owners punctuality in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)     The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable no later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period.

(c)     Payments of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)     Final payment of hire, if for a period less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be affected accordingly.

(e)     Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance to be adjusted accordingly.

(f)     Any delay in payment of higher shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or is successor) for the currency stated in Box 25, as quoted by the British Bankers’ Association (BBA) on the date when the hire fell due, increased by 2 perc., shall apply.

(g)     Payments of interest do under subclause 11(f) shall be made within seven (7) running days of the date of the Owners invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage (see Rider Clause 42)

(only to apply if Box 28 has been appropriately filled in)

*) (a)     The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b)     The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of the mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28)

13. Insurance and Repairs (see Rider Clause 49)

(a)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the mortgagee(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers shall also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be the Charterers’ account. Charterers shall be entitled to insure the Vessel for Charterers Interest Insurance which will be limited to Total Loss or constructive Total Loss of the Vessel including any excess liabilities, provided such insurance cover does not contradict with the disbursement warranty, loss payable or other similar clauses under the primary hull insurances.

(b)     If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers are necessary.

(c)     The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.

(d)     Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interests. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

total loss as defined in this Clause.

(e)     The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in Box 29.

14. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted).

(a)     During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)    In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)     The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a). The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)     The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)     All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses  as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)    If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)     Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)     If the Vessel becomes an actual, constructive,  compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.

(j)     The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.

(I)     Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15. Redelivery (see Rider Clause 59)

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel withinthe Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16. Non-Lien

The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

“This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.”

17. Indemnity (see Rider Clause 41)

(a)     The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)     If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hiresand sub-freights belonging or due to the Charterers orany sub-charterers and any Bill of Lading freight for allclaims under this Charter., and the Charterers to have alien on the Vessel for all moneys paid in advance andnot earned.

19. Salvage

All salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale (see Rider Clause 57)

(a)     The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)     The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a)     The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carnage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b)     The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

*) Delete as applicable.

24. Bank Guarantee

(Optional, only to apply if Box 27 filled in)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a)    In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether itmay or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of "Requisition for Hire" any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition". In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition".

26. War

(a)     For the purpose of this Clause, the words "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)    The Vessel, unless the Charterers have arranged for War Risks insurance in respect of the Vessel (and the same has been assigned to the Owners or at their discretion) the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)    In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessels war risks insurers until the prior written notice to war risks insurer has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)     The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)     If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)     The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)     In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at  sea at a near, open and safe port as directed by the Owners. In all cases hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission. Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination (see also Rider Clause 54)

(a)Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall givethe Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:(1)Clause 6 (Trading Restrictions)(2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b)Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c) Loss of Vessel (see Rider Clause 50)

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive. compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

(d)     Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)     The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession (see Rider Clause 55)

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution (see Rider Clause 62)

*) (a)     This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

*) (b)     This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US550,000 (or such other sum asthe parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c)     This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d)     Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:-

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice') calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e)    If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases.

*)     Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

indicate alternative agreed in Box 35.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“BARECON 2001” Standard Bareboat Charter

31. Notices (see Rider Clause 60)

(a)     Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b)     The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IIIPROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37)

1. Specifications and Building Contract

(a)     The Vessel shall be constructed in accordance with the Building Contract (hereafter called the Building Contract") as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been countersigned as approved by the Charterers.

(b)     No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers' consent.

(c)     The Charterers shall have the right to send their representative to the Builders' Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.

(d)     The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein. Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel's performance or specification or defects, if any. Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies. However, the Owners' liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred. Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties. The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2. Time and Place of Delivery

(a)     Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders' Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)     If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)     If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii) if the Charterers wish to take delivery of the Vessel

they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)     Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3. Guarantee Works

If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4. Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5. Survey on Redelivery

The Owners and the Charterers shall appoint surveyors  for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART IVHIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterershave fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid  for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is tree from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers' flag, shall be for Buyers' account. Any taxes, consular and other charges and expenses connected with closing of the Sellers' register, shall be for Sellers' account.

In exchange for payment of the last month's hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship's Register and deliver a certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers' possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Sellers' risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

“BARECON 2001” Standard Bareboat Charter

OPTIONALPART

PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43)

1. Definitions

For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: "The Bareboat Charter Registry" shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

“The Underlying Registry" shall mean the registry of the State in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2. Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28. the Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners under this Charter.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

SK 23113 0002 8195320 v1

EX-4.97

Exhibit 4.97

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"	BIMCO PART I
	2. Place and date 4 May 2018
3. Owners/Place of business (Cl. 1) Hai Kuo Shipping 1625 Limited / Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) Meltemi Owners Inc. / Marshall Islands
5. Vessel's name, call sign and flag (Cl. 1 and 3) Name: Morandi Call Sign:  9HA4545 Flag:  Marshall Islands (for ownership registration) and Malta (for bareboat charter registration) (subject to Rider Clause 44)
6. Type of Vessel Bulk Carrier	7. GT/NT 107162/68519
8. When/Where built 2013 Qingdao Yangfan Shipyard, People's Republic of China	9. Total DWT (abt.) in metric tons on summer freeboard 205123
10. Classification Society (Cl. 3) ABS (Americas) AB or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies with the Owners' prior written consent.	11. Date of last special survey by the Vessel's classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months' validity of class certificates agreed acc. to Cl. 3) N/A
13. Port or Place of delivery (Cl. 3) See Rider Clause 33	14. Time for delivery (Cl. 4) See Rider Clause 33	15. Cancelling date (Cl. 5) N/A
16. Port or Place of redelivery (Cl. 15) See Rider Clause 59.1	17. No. of months' validity of trading and class certificates uponredelivery (Cl. 15) See Rider Clause 59.1
18. Running days' notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) As required by the Classification Society or the Flag State
20. Trading Limits (Cl. 6) World Wide, always within International Navigating Conditions and not to (i) any zone after it has been declared a war zone by the Vessel's war risk insurer or (ii) any jurisdiction subject to Sanctions.
21. Charter period (Cl. 2) See Rider Clause 36.1	22. Charter hire (Cl. 11) See Rider Clauses 37 and 38
23. New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV N/A	25. Currency and method of payment (Cl. 11) See Rider Clause 38

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) See Rider Clause 38	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) Guarantee (as defined in Rider Clause 32.1)
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) See Rider Clause 42	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Rider Clause 49 Clause 14 does not apply
30. Additional insurance cover, if any, for Owners' account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) N/A	31. Additional insurance cover, if any, for Charterers' account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Rider Clause 49
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) See Rider Clause 54	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (c) See Rider Clause 62
36. War cancellation (indicate countries agreed)(Cl. 26(f)) N/A
37. Newbuilding Vessel (indicate with "yes" or "no" whether PART III applies)(optional) No	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel's Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with "yes" or "no" whether PART IV applies)(optional) No	43. Bareboat Charter Registry (indicate "yes" or "no" whether PART V applies)(optional) See Rider Clause 44 Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) See Rider Clause 44	45. Country of the Underlying Registry (only to be filled in if PART V applies) See Rider Clause 44
46. Number of additional clauses covering special provisions, if agreed 32-62; Schedules 1-5
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall Include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It Is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter If expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART l and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) Hai Kuo Shipping 1625 Limited Name & Title: /s/ Lee Kwok Chun Lee Kwok Chun Attorney-in-fact	Signature (Charterers) Maltemi Owners Inc. Name & Title: /s/ Savvas Tournis Savvas Tournis Attorney-in-fact

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

1. Definitions (see Rider Clause 32)

In this Charter, the following terms shall have the meanings hereby assigned to them:

"The Owners" shall mean the party identified in Box 3;

"The Charterers" shall mean the party identified in Box 4;

"The Vessel" shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

"Financial Instrument" means the mortgage, deed covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 ("The Charter Period").

3. Delivery (also see Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

(a)     The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy

And in every respect ready-in-hull, machinery and equipment for service under this Charter.

The vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13. in such ready safe berth as the Charterers may direct.

(b)     The Vessel shall be properly documented on delivery in accordance with the laws of the flag State indicated in Box 5 and the requirements of the classification society stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.

(c)     The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners' obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel. but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by the latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery (See Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers' consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15. Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days' preliminary and not less than fourteen (14) running days' definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel's position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)     Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)     If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonably certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight(168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners' notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)     Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.

6. Trading Restrictions

The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.

The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as the extra premium which shall be at the Charterer's expense or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners' prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder. The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and of the Off-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rate thereof.

8. Inspection (see Rider Clause 48.10)

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:

(a)     to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)     in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for such inspection or survey shall be paid by the Charterers; and

(c)     for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Owners.

All time used in respect of inspection, survey or repairs

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

shall be for the Charterers account and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel's log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accident or damage to the Vessel.

9. Inventories, Oil and Stores

A complete inventory of the Vessel's entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel.  The Charterers and the Owners, respectively, shall at the time of delivery and provide for, and the Owners shall at the time of redelivery take over (free of charge) and pay for all bunkers, lubricating oil, unbreached provisions, paints, ropes and other consumable stores (excluding, at the time of delivery, spare parts) in the said Vessel without extra cost to the Owners at the then current market prices at the ports of delivery and redelivery, respectively.  The Charterers shall ensure that all spare part listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.

10. Maintenance and Operation

(a)(i)Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition, in safe and seaworthy condition, and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(l), if applicable, at their own expense they shall at all times keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times, in each case free of recommendations or conditions of Class that are overdue. The Charterers shall at all times comply with the rules and regulations of the Classification Society, and if any recommendation is made by the Classification Society, such recommendation shall be addressed within the time period specified by the Classification Society.

(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation then the time and costs for compliance shall be for the sole account of the Charterers. costing (excluding the Charterers' loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 percent of the Vessel's insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ration in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30.

(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements and the Charterers' sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)     Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the vessel under this Charter, including annual Flag State fees and any foreign general municipality and/or state taxes. The Master, officers and his crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel's flag or any other applicable law.

(c)     The Charterers shall keep the owners and the mortgagee(s) advised of the intended employment, planned dry docking and major repairs of the Vessel, as reasonably required.

(d)     Flag and Name of Vessel - During the Charter Period, so long as no Termination Event has occurred and is continuing, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. The Charterers also have the liberty, with the Owners' consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period which shall be subject to the terms of Rider Clause 44.  Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers' expense and time.

(e)     Changes to the Vessel - Subject to clause 10(a)(ii), (see Rider Clauses 48.6 and 48.7) the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without the instance first securing the Owners' approval thereof (which approval shall not be unreasonably withheld if the proposed structural change will not adversely affect the value of the Vessel). If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)     Use of the Vessel's Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantially equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners.  Any equipment including radio

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charters and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse indemnify the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.

(g)     Periodical Dry-Docking – The Charters shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19 or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or Flag State.

11. Hire (see also Rider Clauses 37 and 38)

(a)     The Charterers shall pay hire due to the Owners punctuality in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)     The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable no later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel's delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period.

(c)     Payments of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)     Final payment of hire, if for a period less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be affected accordingly.

(e)     Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd's, whichever occurs first. Any hire paid in advance to be adjusted accordingly.

(f)     Any delay in payment of higher shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or is successor) for the currency stated in Box 25, as quoted by the British Bankers' Association (BBA) on the date when the hire fell due, increased by 2 perc., shall apply.

(g)     Payments of interest do under subclause 11(f) shall be made within seven (7) running days of the date of the Owners invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage (see Rider Clause 42)

(only to apply if Box 28 has been appropriately filled in)

*) (a)     The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b)     The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of the mortgage(s) referred to in Box 28 or effect any other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28)

13. Insurance and Repairs (see Rider Clause 49)

(a)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the mortgagee(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers shall also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurance.

All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be the Charterers' account. Charterers shall be entitled to insure the Vessel for Charterers Interest Insurance which will be limited to Total Loss or constructive Total Loss of the Vessel including any excess liabilities, provided such insurance cover does not contradict with the disbursement warranty, loss payable or other similar clauses under the primary hull insurances.

(b)     If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers are necessary.

(c)     The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.

(d)     Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interests. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

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"BARECON 2001" Standard Bareboat Charter

total loss as defined in this Clause.

(e)     The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in Box 29.

14. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted).

(a)     During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)    In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)     The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a). The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)     The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)     All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses  as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)    If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)     Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)     If the Vessel becomes an actual, constructive,  compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.

(j)     The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.

(I)     Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15. Redelivery (see Rider Clause 59)

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel withinthe Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16. Non-Lien

The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

"This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever."

17. Indemnity (see Rider Clause 41)

(a)     The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

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"BARECON 2001" Standard Bareboat Charter

arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)     If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hiresand sub-freights belonging or due to the Charterers orany sub-charterers and any Bill of Lading freight for allclaims under this Charter., and the Charterers to have alien on the Vessel for all moneys paid in advance andnot earned.

19. Salvage

All salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale (see Rider Clause 57)

(a)     The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)     The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a)     The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carnage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b)     The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

*) Delete as applicable.

24. Bank Guarantee

(Optional, only to apply if Box 27 filled in)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a)    In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether itmay or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of "Requisition for Hire" any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition". In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition".

26. War

(a)     For the purpose of this Clause, the words "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)    The Vessel, unless the Charterers have arranged for War Risks insurance in respect of the Vessel (and the same has been assigned to the Owners or at their discretion) the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)    In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessels war risks insurers until the prior written notice to war risks insurer has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)     The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)     If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)     The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)     In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at  sea at a near, open and safe port as directed by the Owners. In all cases hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission. Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination (see also Rider Clause 54)

(a)Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall givethe Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:(1)Clause 6 (Trading Restrictions)(2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b)Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c) Loss of Vessel (see Rider Clause 50)

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive. compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

(d)     Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)     The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession (see Rider Clause 55)

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution (see Rider Clause 62)

*) (a)     This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

*) (b)     This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US550,000 (or such other sum asthe parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c)     This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d)     Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:-

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice') calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e)    If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases.

*)     Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

indicate alternative agreed in Box 35.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

31. Notices (see Rider Clause 60)

(a)     Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b)     The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" Standard Bareboat Charter

OPTIONALPART

PART IIIPROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37)

1. Specifications and Building Contract

(a)     The Vessel shall be constructed in accordance with the Building Contract (hereafter called the Building Contract") as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter- signed as approved by the Charterers.

(b)     No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers' consent.

(c)     The Charterers shall have the right to send their representative to the Builders' Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.

(d)     The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein. Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel's performance or specification or defects, if any. Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies. However, the Owners' liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred. Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties. The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2. Time and Place of Delivery

(a)     Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders' Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)     If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)     If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii) if the Charterers wish to take delivery of the Vessel

they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)     Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3. Guarantee Works

If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4. Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5. Survey on Redelivery

The Owners and the Charterers shall appoint surveyors  for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" Standard Bareboat Charter

OPTIONALPART

PART IVHIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterershave fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid  for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is tree from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers' flag, shall be for Buyers' account. Any taxes, consular and other charges and expenses connected with closing of the Sellers' register, shall be for Sellers' account.

In exchange for payment of the last month's hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship's Register and deliver a certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers' possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Sellers' risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" Standard Bareboat Charter

OPTIONALPART

PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43)

1. Definitions

For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: "The Bareboat Charter Registry" shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

"The Underlying Registry" shall mean the registry of the State in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2. Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28. the Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners under this Charter.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

EX-4.98

Exhibit 4.98

1. Shipbroker N/A	BIMCO STANDARD BAREBOAT CHARTER CODE NAME: "BARECON 2001"		BIMCO PART I
	2. Place and date 4 May 2018
3. Owners/Place of business (Cl. 1) Hai Kuo Shipping 1626 Limited / Marshall Islands	4. Bareboat Charterer/Place of Business (Cl. 1) Aquarius Owners Inc. / Marshall Islands
5. Vessel's name, call sign and flag (Cl. 1 and 3) Name: Nasaka Call Sign:  9HA4572 Flag:  Marshall Islands (for ownership registration) and Malta (for bareboat charter registration) (subject to Rider Clause 44)
6. Type of Vessel Bulk Carrier	7. GT/NT 43089/27447
8. When/Where built 2014 Tsuneishi, Japan	9. Total DWT (abt.) in metric tons on summer freeboard 81918
10. Classification Society (Cl. 3) Nippon Kaiji Kyokai NK or any other classification society notified by the Charterers to the Owners which is a member of the informational Association of Classification Societies with the Owners' prior written consent	11. Date of last special survey by the Vessel's classification society N/A
12. Further particulars of Vessel (also indicate minimum number of months' validity of class certificates agreed acc. to Cl. 3) N/A
13. Port or Place of delivery (Cl. 3) See Rider Clause 33	14. Time for delivery (Cl. 4) See Rider Clause 33	15. Cancelling date (Cl. 5) N/A
16. Port or Place of redelivery (Cl. 15) See Rider Clause 59.1	17. No. of months' validity of trading and class certificates uponredelivery (Cl. 15) See Rider Clause 59.1
18. Running days' notice if other than stated in Cl. 4 N/A	19. Frequency of dry-docking (Cl. 10(g)) As required by the Classification Society or the Flag State
20. Trading Limits (Cl. 6) World Wide, always within International Navigating Conditions and not to (i) any zone after it has been declared a war zone by the Vessel's war risk insurer or (ii) any jurisdiction subject to Sanctions.
21. Charter period (Cl. 2) See Rider Clause 36.1	22. Charter hire (Cl. 11) See Rider Clauses 37 and 38
23. New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii)) N/A
24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV N/A	25. Currency and method of payment (Cl. 11) See Rider Clause 38

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" STANDARD BAREBOAT CHARTER

PART I

26. Place of payment; also state beneficiary and bank account (Cl. 11) See Rider Clause 38	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional) Guarantee (as defined in Rider Clause 32.1)
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12) See Rider Clause 42	29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies) See Rider Clause 49 Clause 14 does not apply
30. Additional insurance cover, if any, for Owners' account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) N/A	31. Additional insurance cover, if any, for Charterers' account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Rider Clause 49
32. Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33. Brokerage commission and to whom payable (Cl. 27) N/A
34. Grace period (state number of clear banking dates)(Cl. 28) See Rider Clause 54	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (c) See Rider Clause 62
36. War cancellation (indicate countries agreed)(Cl. 26(f)) N/A
37. Newbuilding Vessel (indicate with "yes" or "no" whether PART III applies)(optional) No	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39. Vessel's Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42. Hire/Purchase agreement (indicate with "yes" or "no" whether PART IV applies)(optional) No	43. Bareboat Charter Registry (indicate "yes" or "no" whether PART V applies)(optional) See Rider Clause 44 Part V does not apply
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) See Rider Clause 44	45. Country of the Underlying Registry (only to be filled in if PART V applies) See Rider Clause 44
46. Number of additional clauses covering special provisions, if agreed 32-62; Schedules 1-5
PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall Include PART Iand PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It Is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter If expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it Is further agreed that In the event of a conflict of conditions,the provisions of PART l and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.
Signature (Owners) Hai Kuo Shipping 1626 Limited Name & Title: /s/ Lee Kwok Chun Lee Kwok Chun Attorney-in-fact	Signature (Charterers) Aquarius Owners Inc. Name & Title: /s/ Savvas Tournis Savvas Tournis Attorney-in-fact

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

1. Definitions (see Rider Clause 32)

In this Charter, the following terms shall have the meanings hereby assigned to them:

"The Owners" shall mean the party identified in Box 3;

"The Charterers" shall mean the party identified in Box 4;

"The Vessel" shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12.

"Financial Instrument" means the mortgage, deed covenant or other such financial security instrument as annexed to this Charter and stated in Box 28.

2. Charter Period

In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in Box 21 ("The Charter Period").

3. Delivery (also see Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

(a)     The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy

And in every respect ready-in-hull, machinery and equipment for service under this Charter.

The vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13. in such ready safe berth as the Charterers may direct.

(b)     The Vessel shall be properly documented on delivery in accordance with the laws of the flag State indicated in Box 5 and the requirements of the classification society stated in Box 10.  The Vessel upon delivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 12.

(c)     The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by the Owners of all the Owners' obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel. but the Owners shall be liable for the cost of but not the time for repairs or renewals occasioned by the latent defects in the Vessel, her machinery or appurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12) months after delivery unless otherwise provided in Box 32.

4. Time for Delivery (See Rider Clause 33)

(not applicable when Part III applies, as indicated in Box 37)

The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers' consent and the Owners shall exercise due diligence to deliver the Vessel not later than the date indicated in Box 15. Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days' preliminary and not less than fourteen (14) running days' definite notice of the date on which the Vessel is expected to be ready for delivery.

The Owners shall keep the Charterers closely advised of possible changes in the Vessel's position.

5. Cancelling

(not applicable when Part III applies, as indicated in Box 37)

(a)     Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling this Charter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failing which this Charter shall remain in full force and effect.

(b)     If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state with reasonably certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise their option of cancelling, and the option must then be declared within one hundred and sixty-eight(168) running hours of the receipt by the Charterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier.  If the Charterers do not then exercise their option of cancelling, the seventh day after the readiness date stated in the Owners' notice shall be substituted for the cancelling date indicated in Box 15 for the purpose of this Clause 5.

(c)     Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter.

6. Trading Restrictions

The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20.

The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as the extra premium which shall be at the Charterer's expense or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law of any country to which the Vessel may sail or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render her liable to condemnation, destruction, seizure or confiscation.

Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intended to be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners' prior approval has been obtained to loading thereof.

7. Surveys on Delivery and Redelivery

(not applicable when Part III applies, as indicated in Box 37)

The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder. The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and of the Off-hire Survey including loss of time, if any, and the Charterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro rate thereof.

8. Inspection (see Rider Clause 48.10)

The Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such survey on their behalf:

(a)     to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. The costs and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in order to achieve the condition so provided;

(b)     in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for such inspection or survey shall be paid by the Charterers; and

(c)     for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercial operation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Owners.

All time used in respect of inspection, survey or repairs

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

shall be for the Charterers account and form part of the Charter Period.

The Charterers shall also permit the Owners to inspect the Vessel's log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accident or damage to the Vessel.

9. Inventories, Oil and Stores

A complete inventory of the Vessel's entire equipment, outfit including spare parts, appliances and of all consumables stores on board the Vessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel.  The Charterers and the Owners, respectively, shall at the time of delivery and provide for, and the Owners shall at the time of redelivery take over (free of charge) and pay for all bunkers, lubricating oil, unbreached provisions, paints, ropes and other consumable stores (excluding, at the time of delivery, spare parts) in the said Vessel without extra cost to the Owners at the then current market prices at the ports of delivery and redelivery, respectively.  The Charterers shall ensure that all spare part listed in the inventory and used during the Charter Period are replaced at their expense prior to redelivery of the Vessel.

10. Maintenance and Operation

(a)(i)Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect.  The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair, in efficient operating condition, in safe and seaworthy condition, and in accordance with good commercial maintenance practice and, except as provided for in Clause 14(l), if applicable, at their own expense they shall at all times keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times, in each case free of recommendations or conditions of Class that are overdue. The Charterers shall at all times comply with the rules and regulations of the Classification Society, and if any recommendation is made by the Classification Society, such recommendation shall be addressed within the time period specified by the Classification Society.

(ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation then the time and costs for compliance shall be for the sole account of the Charterers. costing (excluding the Charterers' loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 percent of the Vessel's insurance value as stated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ration in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolution method agreed in Clause 30.

(iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay.  This obligation shall apply whether or not such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements and the Charterers' sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or inability to do so.

(b)     Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fuel and, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and nature whatsoever incidental to their use and operation of the vessel under this Charter, including annual Flag State fees and any foreign general municipality and/or state taxes. The Master, officers and his crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.

Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel's flag or any other applicable law.

(c)     The Charterers shall keep the owners and the mortgagee(s) advised of the intended employment, planned dry docking and major repairs of the Vessel, as reasonably required.

(d)     Flag and Name of Vessel - During the Charter Period, so long as no Termination Event has occurred and is continuing, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their funnel insignia and fly their own house flag. The Charterers also have the liberty, with the Owners' consent, which shall not be unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period which shall be subject to the terms of Rider Clause 44.  Painting and re-painting, instalment and re-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers' expense and time.

(e)     Changes to the Vessel - Subject to Clause 10(a)(ii), (see Rider Clauses 48.6 and 48.7) the Charterers shall make no structural changes in the Vessel or changes in the machinery, boilers, appurtenances or spare parts thereof without the instance first securing the Owners' approval thereof (which approval shall not be unreasonably withheld if the proposed structural change will not adversely affect the value of the Vessel). If the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.

(f)     Use of the Vessel's Outfit, Equipment and Appliances – The Charterers shall have the use of all outfit, equipment, and appliances on board the Vessel at the time of delivery, provided the same or their substantially equivalent shall be returned to the Owners on redelivery in the same good order and condition as when received, ordinary wear and tear expected. The Charterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit for use. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall remove such equipment at the end of the period if requested by the Owners.  Any equipment including radio

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

equipment on hire on the Vessel at time of delivery shall be kept and maintained by the Charters and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in connection therewith and shall reimburse indemnify the Owners for all expenses incurred in connection therewith, also for any new equipment required in order to comply with radio regulations.

(g)     Periodical Dry-Docking – The Charters shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may be necessary, but not less than once during the period stated in Box 19 or, if Box 19 has been left blank, every sixty (60) calendar months after delivery or such other period as may be required by the Classification Society or Flag State.

11. Hire (see also Rider Clauses 37 and 38)

(a)     The Charterers shall pay hire due to the Owners punctuality in accordance with the terms of this Charter in respect of which time shall be of the essence.

(b)     The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable no later than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel's delivery to the Charterers. Hire shall be paid continuously throughout the Charter Period.

(c)     Payments of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned in Box 26.

(d)     Final payment of hire, if for a period less than thirty (30) running days, shall be calculated proportionally according to the number of days and hours remaining before redelivery and advance payment to be affected accordingly.

(e)     Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel is posted as missing by Lloyd's, whichever occurs first. Any hire paid in advance to be adjusted accordingly.

(f)     Any delay in payment of higher shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in, the three months Interbank offered rate in London (LIBOR or is successor) for the currency stated in Box 25, as quoted by the British Bankers' Association (BBA) on the date when the hire fell due, increased by 2 perc., shall apply.

(g)     Payments of interest do under subclause 11(f) shall be made within seven (7) running days of the date of the Owners invoice specifying the amount payable or, in the absence of an invoice, at the time of the next hire payment date.

12. Mortgage (see Rider Clause 42)

(only to apply if Box 28 has been appropriately filled in)

*) (a)     The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (b)     The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the Financial Instrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Owners warrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of the mortgage(s) without the prior consent of the Charterers, which shall not be unreasonably withheld.

*) (Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28)

13. Insurance and Repairs (see Rider Clause 49)

(a)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub clause 10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld. Such insurances shall be arranged by the Charterers to protect the interests of both the Owners and the Charterers and the mortgagee(s) (if any), and The Charterers shall be at liberty to protect under such insurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to their respective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect all insured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well as insured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for.

The Charterers shall also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurance.

All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, including any deviation, shall be the Charterers' account. Charterers shall be entitled to insure the Vessel for Charterers Interest Insurance which will be limited to Total Loss or constructive Total Loss of the Vessel including any excess liabilities, provided such insurance cover does not contradict with the disbursement warranty, loss payable or other similar clauses under the primary hull insurances.

(b)     If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers are necessary.

(c)     The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be required to enable the Owners to comply with the insurance provisions of the Financial Instrument.

(d)     Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shall distribute the moneys between the Owners and the Charterers according to their respective interests. The Charterers undertake to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

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"BARECON 2001" Standard Bareboat Charter

total loss as defined in this Clause.

(e)     The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers to abandon the Vessel to insurers and claim a constructive total loss.

(f)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 13(a), the value of the Vessel is the sum indicated in Box 29.

14. Insurance, Repairs and Classification

(Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted).

(a)     During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under the form of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against the Charterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account of payments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall cover the Owners and the Charterers according to their respective interests.

(b)     During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and any risks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld.

(c)    In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance.

(d)     The Charterers shall, subject to the approval of the Owners or Owners' Underwriters, effect all insured repairs, and the Charterers shall undertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities to the extent of coverage under the insurances provided for under the provisions of sub-clause 14(a). The Charterers to be secured reimbursement through the Owners' Underwriters for such expenditures upon presentation of accounts.

(e)     The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all other repairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances.

(f)     All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above, including any deviation, shall be for the Charterers' account and shall form part of the Charter Period.

The Owners shall not be responsible for any expenses  as are incident to the use and operation of the Vessel for such time as may be required to make such repairs.

(g)    If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount for each party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the other party with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of the insurers of any such required insurance in any case where the consent of such insurers is necessary.

(h)     Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), all insurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterers according to their respective interests.

(i)     If the Vessel becomes an actual, constructive,  compromised or agreed total loss under the insurances arranged by the Owners in accordance with sub-clause 14(a), this Charter shall terminate as of the date of such loss.

(j)     The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandon the Vessel to the insurers and claim a constructive total loss.

(k)     For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub-clause 14(a), the value of the Vessel is the sum indicated in Box 29.

(I)     Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shall keep the Vessel's Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times.

15. Redelivery (see Rider Clause 59)

At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place as indicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) running days' preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) running days' definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel's position shall be notified immediately to the Owners.

The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above, should the Charterers fail to redeliver the Vessel withinthe Charter Period, the Charterers shall pay the daily equivalent to the rate of hire stated in Box 22 plus 10 per cent. or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. All other terms, conditions and provisions of this Charter shall continue to apply.

Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition and class as that in which she was delivered, fair wear and tear not affecting class excepted.

The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of months agreed in Box 17.

16. Non-Lien

The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to the Vessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows:

"This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither the Charterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever."

17. Indemnity (see Rider Clause 41)

(a)     The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

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"BARECON 2001" Standard Bareboat Charter

arising out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the Charter Period. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers, the Charterers shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail.

Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

(b)     If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including the provision of bail. In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (including hire paid under this Charter) as a direct consequence of such arrest or detention.

18. Lien

The Owners to have a lien upon all cargoes, sub-hiresand sub-freights belonging or due to the Charterers orany sub-charterers and any Bill of Lading freight for allclaims under this Charter., and the Charterers to have alien on the Vessel for all moneys paid in advance andnot earned.

19. Salvage

All salvage and towage performed by the Vessel shall be for the Charterers' benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterers.

20. Wreck Removal

In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

21. General Average

The Owners shall not contribute to General Average.

22. Assignment, Sub-Charter and Sale (see Rider Clause 57)

(a)     The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of the Owners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve.

(b)     The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject to the buyer accepting an assignment of this Charter.

23. Contracts of Carriage

*) (a)     The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect of carnage of goods shall contain a paramount clause incorporating any legislation relating to carrier's liability for cargo compulsorily applicable in the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the New Jason Clause and the Both-to-Blame Collision Clause.

*) (b)     The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggage under this Charter shall contain a paramount clause incorporating any legislation relating to carrier's liability for passengers and their luggage compulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto.

*) Delete as applicable.

24. Bank Guarantee

(Optional, only to apply if Box 27 filled in)

The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicated in Box 27 as guarantee for full performance of their obligations under this Charter.

25. Requisition/Acquisition

(a)    In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as "Requisition for Hire") irrespective of the date during the Charter Period when "Requisition for Hire" may occur and irrespective of the length thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether itmay or will remain in force for the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and the Charterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would have terminated pursuant to any of the provisions hereof always provided however that in the event of "Requisition for Hire" any Requisition Hire or compensation received or receivable by the Owners shall be payable to the Charterers during the remainder of the Charter Period or the period of the "Requisition for Hire" whichever be the shorter.

(b) In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as "Compulsory Acquisition"), then, irrespective of the date during the Charter Period when "Compulsory Acquisition" may occur, this Charter shall be deemed terminated as of the date of such "Compulsory Acquisition". In such event Charter Hire to be considered as earned and to be paid up to the date and time of such "Compulsory Acquisition".

26. War

(a)     For the purpose of this Clause, the words "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)    The Vessel, unless the Charterers have arranged for War Risks insurance in respect of the Vessel (and the same has been assigned to the Owners or at their discretion) the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone (whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

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"BARECON 2001" Standard Bareboat Charter

entry into it, the Owners shall have the right to require the Vessel to leave such area.

(bb)    In the event of hostilities in any part of the world (whether war is declared or not), the Charterers shall not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any Government or by the Vessels war risks insurers until the prior written notice to war risks insurers has been given and the Charterers have obtained the consent of the insurers to such employment and comply with such requirements as to extra premium or otherwise as the insurers may prescribe or have effected any special, additional or modified insurance cover which the Owners may require.

(c)     The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

(d)     If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant to the Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.

(e)     The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with their orders or directions;

(ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement.

(f)     In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People's Republic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board after discharge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as directed by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at  sea at a near, open and safe port as directed by the Owners. In all cases hire shall continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this Charter shall apply. until redelivery.

27. Commission

The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter. If no rate is indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for their work.

If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers against their loss of commission. Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case the commission shall not exceed the brokerage on one year's hire.

28. Termination (see also Rider Clause 54)

(a)Charterers' Default

The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect by written notice to the Charterers if:

(i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers or their bankers, the Owners shall givethe Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place of payment) in which to rectify the failure, and when so rectified within such number of days following the Owners' notice, the payment shall stand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners' notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice;

(ii) the Charterers fail to comply with the requirements of:(1)Clause 6 (Trading Restrictions)(2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days grace within which to rectify the failure without prejudice to the Owners' right to withdraw and terminate under this Clause if the Charterers fail to comply with such notice;

(iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested them in writing so to do and in any event so that the Vessel's insurance cover is not prejudiced.

(b)Owners' Default

If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived of the use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by the Charterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners.

(c) Loss of Vessel (see Rider Clause 50)

This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss or agreement has been reached with her underwriters in respect of her constructive. compromised or arranged total loss or if such agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred.

(d)     Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order being made or

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors.

(e)     The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and to any claim that either party might have.

29. Repossession (see Rider Clause 55)

In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, the Owners shall have the right to repossess the Vessel from the Charterers at her current or next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers, courts or local authorities. Pending physical repossession of the Vessel in accordance with this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

30. Dispute Resolution (see Rider Clause 62)

*) (a)     This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Contract shall be referred to arbitration in London in accordance with the Arbitration Act or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement.

Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

*) (b)     This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc.

In cases where neither the claim nor any counterclaim exceeds the sum of US550,000 (or such other sum asthe parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current at the time when the arbitration proceedings are commenced.

*) (c)     This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there.

(d)     Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Contract.

In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply:-

(i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice') calling on the other party to agree to mediation.

(ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

(iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

(e)    If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases.

*)     Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

indicate alternative agreed in Box 35.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"BARECON 2001" Standard Bareboat Charter

31. Notices (see Rider Clause 60)

(a)     Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service.

(b)     The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" Standard Bareboat Charter

OPTIONALPART

PART IIIPROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37)

1. Specifications and Building Contract

(a)     The Vessel shall be constructed in accordance with the Building Contract (hereafter called the Building Contract") as annexed to this Charter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such Building Contract, specifications and plans having been counter- signed as approved by the Charterers.

(b)     No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers as aforesaid, without the Charterers' consent.

(c)     The Charterers shall have the right to send their representative to the Builders' Yard to inspect the Vessel during the course of her construction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause.

(d)     The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein. Subject to the provisions of sub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordance with the Building Contract, on the date of delivery by the Builders. The Charterers undertake that having accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel's performance or specification or defects, if any. Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, the Owners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditure incurred in carrying out such repairs, replacements or remedies. However, the Owners' liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under the guarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterers shall be bound to accept such sums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the difference between the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred. Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shall be shared equally between the parties. The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the party stated in Box 41(b) or if not filled in shall be shared equally between the parties.

2. Time and Place of Delivery

(a)     Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contract and specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat when ready for delivery and properly documented at the Builders' Yard or some other safe and readily accessible dock, wharf or place as may be agreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready for delivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in fact ready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract. The Charterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), the Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whether express or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery.

(b)     If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not to deliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excused from giving delivery of the Vessel to the Charterers and upon receipt of such notice by the Charterers this Charter shall cease to have effect.

(c)     If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising such right of rejection, consult the Charterers and thereupon

(i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice in writing and upon receipt by the Owners of such notice this Charter shall cease to have effect; or

(ii) if the Charterers wish to take delivery of the Vessel

they may by notice in writing within seven (7) running days require the Owners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right to rejection and upon receipt of such notice the Owners shall commence such negotiations and/ or take delivery of the Vessel from the Builders and deliver her to the Charterers;

(iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from the Builders;

(iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers for any claim under or arising out of this Charter or its termination.

(d)     Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shall accrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties.

3. Guarantee Works

If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with the building contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about the performance to the extent the Owners may request.

4. Name of Vessel

The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, display the funnel insignia and fly the house flag as required by the Charterers.

5. Survey on Redelivery

The Owners and the Charterers shall appoint surveyors  for the purpose of determining and agreeing in writing the condition of the Vessel at the time of re-delivery Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with any docking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" Standard Bareboat Charter

OPTIONALPART

PART IVHIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42)

On expiration of this Charter and provided the Charterershave fulfilled their obligations according to Part I and II as well as Part III, if applicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel with everything belonging to her and the Vessel is fully paid  for.

In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter.

The Sellers guarantee that the Vessel, at the time of delivery, is tree from all encumbrances and maritime liens or any debts whatsoever other than those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery. Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake to indemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims. Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers' flag, shall be for Buyers' account. Any taxes, consular and other charges and expenses connected with closing of the Sellers' register, shall be for Sellers' account.

In exchange for payment of the last month's hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized, together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion of the Vessel from the Ship's Register and deliver a certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as all plans which may be in Sellers' possession.

The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment.

The Vessel with everything belonging to her shall be at Sellers' risk and expense until she is delivered to the Buyers, subject to the conditions of this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after which the Sellers shall have no responsibility for possible faults or deficiencies of any description.

The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where the Vessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

"BARECON 2001" Standard Bareboat Charter

OPTIONALPART

PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43)

1. Definitions

For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: "The Bareboat Charter Registry" shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registered as the bareboat charterers during the period of the Bareboat Charter.

"The Underlying Registry" shall mean the registry of the State in which the Owners of the Vessel are registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration.

2. Mortgage

The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II) shall apply.

3. Termination of Charter by Default

If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default in the payment of any amounts due under the mortgage(s) specified in Box 28. the Charterers shall, if so required by the mortgagee, direct the Owners to re-register the Vessel in the Underlying Registry as shown in Box 45.

In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in the payment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim they may have against the Owners under this Charter.

This document is computer generate BARECON 2001 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

EX-4.99

Exhibit 4.99

ADDITIONAL  CLAUSES

to the Bareboat Charter dated      4 May       2018

between

HAI KUO SHIPPING 1621 LIMITED

(as Owners)

and

SERENITY OWNERS INC.

(as Charterers)

in respect of

m.v. "Bacon"

DEFINITIONS AND INTERPRETATION

32.1 In this Charter,  unless the context  otherwise requires, the following expressions shall have the following meanings:

"Account Bank" means ABN AMRO BANK N.V.;

"Account Pledge" means the first priority pledge agreement over the  Earnings Account and the Debt Service Retention Account entered or to be entered into by the Charterers in favour of the Owners, in form agreed between the Parties;

"Actual Delivery Date" has the meaning given to it in Clause 33.1 of this Charter;

"Advance Charterhire" has the meaning given to it in Schedule 1 (Payment  Dates and  Fixed Charterhire);

"Affiliates" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Approved Brokers" has the meaning given to it in Clause 49.l of this Charter;

"Approved Manager" means TMS Bulkers Ltd., a corporation  incorporated  under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, or such other company appointed by the Charterers as the technical and commercial manager of the Vessel with the Owners' prior written consent or in accordance with Clause 48.1 (Approved Manager);

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"Approved Valuer"means any of Braemar ACM Shipbroking, Fearnleys Shipping AS, Lorentzen & Stemoco AS, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd (SSY), VesselsValue Ltd, Arrow Valuations Ltd., Compass Maritime Services, LLC, Barry Rogliano and Salles (BRS), Golden Destiny S.A., Galbraiths Limited Shipbrokers, Howe Robinson, Maersk Brokers or such other international independent and reputable ship sale and purchase shipbroker as may from time to time be appointed by the Owners acting reasonably;

"Assignment of Charter"has the meaning  given  to such  term  in  Clause 48.15(b) (Restrictions on sub-chartering, appointment of managers etc.);

"Assignment of Management Agreement"means the first priority deed of assignment of the Management Agreement, executed or to be executed by the Charterers as assignor and the Owners as assignee, being in form agreed between the Parties;

"Associated  BBCs"has the meaning  given to it in the Intercreditor  Deed;

"Associated Charterers"has the meaning given to it in the Intercreditor Deed;

"Associated Obligors"has the meaning given to it in the Intercreditor Deed;

"Associated Owners"has the meaning given to it in the Intercreditor Deed;

"Associated Transaction Documents"has the meaning given to  it in the Intercreditor Deed;

"Associated Vessels"has the meaning given to it in the Intercreditor Deed;

"Authorisation"means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

"Banking Day"means a day (other than a Saturday or a Sunday) on which banks are generally open for business in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing; and (iii) in relation to any matter relating to LIBOR (including the Quotation Date), London;

"Breakage Costs"means all costs (including without limitation any funding, foreign exchange or other losses (whether constituting a loss of profit, loss of contract, loss of revenue or otherwise) or any expense, premium or penalty, but excluding any loss of profit on the portion of the Variable Charterhire attributable to the Margin) which the Owners sustains or incurs in respect of any liquidation,  prepayment  or redeployment of funds borrowed, contracted for or utilised to fund the Owners in connection with its

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acquisition, financing or the refinancing, and disposal of the Vessel, including without limitation such costs incurred as a consequence of:-

(a) the Owners terminating this Charter pursuant to the terms hereof; and/or

(b) the lease of the Vessel under this Charter being prevented or terminated early due to the occurrence of a Termination Event or Total Loss; and/or

(c) any prepayment of the Charterhire Principal Balance pursuant to Clause 52.2(b); and/or

(d) the exercise of the Call Option by the Charterers;

"Call Option"has the meaning given to it in Clause 53 of this Charter;

"Call Option Price"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers takes place; and

(b) One Hundred Point Five percent (100.5%) of the Charterhire  Principal Balance as at the date on which the Sale to the Charterers takes place;

"Charterers"means Serenity Owners Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Charterhire"means, in respect of each or, as the context may require, any Payment Date, the aggregate amount of the Fixed Charterhire and the Variable Charterhire payable on each or such Payment Date in accordance with Clause 37;

"Charterhire Principal"means Thirty-Eight Million Dollars only (US$38,000,000), being the aggregate amount of Fixed Charterhire payable on the Payment Dates under this Charter;

"Charterhire Principal Balance"means the Charterhire Principal as may be reduced by payments or prepayments of Fixed Charterhire by the Charterers to the Owners under this Charter;

"Charter Period"has the meaning given to it in Clause 36.1 of this Charter;

"Classification Society"means the classification society as named in Box 10, or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies and with the Owners' prior written consent;

"Code"means the US Internal Revenue Code of 1986, as amended, supplemented or replaced from time to time;

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"Confidential Information"means:-

(a) where the Owners are the receiving party, all information relating to the Charterers, any Obligor, the Group and/or the Relevant Documents of which the Owners become aware in its capacity as, or for the purpose of becoming, the Owners which is received by the Owners in relation to, or for the purpose of becoming the Owners under, the Transaction Documents from any Obligor or member of the Group or any of its advisers; or

(b) where the Charterers or any Obligor is the receiving party, all information relating to the Owners and its affiliates of which the Charterer or any Obligor becomes aware in its capacity as, or for the purpose of becoming, the Charterers which is received by the Owners in relation to, or for the purpose of becoming an Obligor under, the Transaction Documents from the Charterers  or any of its affiliates or advisers,

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

(i) is or becomes public information other than as a direct or indirect result of any breach by the receiving party of Clause 58.1; or

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

(iii) is known by the receiving party before the date the information is disclosed  to it in accordance with this definition or is lawfully obtained by the receiving party after that date, from a source which is, as far as the receiving party is aware, unconnected with the disclosing party and which, in either case, as far as the receiving party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

"Debt Service Retention Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL27ABNA0S17698337.

"Disruption Event"means either or both of:

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

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

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

(ii) from communicating with other Parties in accordance with the terms of the Transaction Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

"Dollars"and "US$"means the lawful currency for the time being of the United States of America;

"Earnings Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL0SABNA0S17698442.

"Encumbrance"means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, security interest or other encumbrance of any kind in each case, securing or conferring any priority of payment in respect of any obligation of any person and includes any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any applicable law;

"End Charterhire"has the meaning given to such term in Schedule 1 (Payment Dates and Fixed Charterhire);

"Environmental Approvals"means all material approvals, licences, permits, exemptions or authorisations required under applicable Environmental Laws;

"Environmental Claim"means:

(a) any claim by, or directive from, any applicable governmental, judicial or other regulatory authority alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident; or

(b) any claim by any other third party howsoever relating to or arising out of Environmental Incident;

and, in each such case, "claim"shall means a claim for damages, cleanup costs, compliance, remedial action or otherwise;

"Environmental Incident"means:

(a) any release of Environmentally Sensitive Material from the Vessel;

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(b) any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and where the Vessel is actually or potentially liable to be arrested as a result and/or the Charterers or the Approved Manager or any manager of the Vessel are actually or allegedly at fault or otherwise liable;

"Environmental Laws"means all laws, regulations, proclamations, orders, conventions and agreements whatsoever relating to pollution or protection of the environment (including, without limitation International Convention on Civil Liability for Oil Pollution Damage, the United States Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time, the "Oil Pollution Act"), United States Comprehensive Environmental Responses, Compensation and Liability Act and any comparable United States federal laws or laws of the individual States of the United States of America) all as amended or supplemented from time to time;

"Environmentally Sensitive Material"means oil, oil products, any other substance which is polluting, toxic or hazardous or any substance the release of which into the environment is regulated, prohibited or penalised by or pursuant to any Environmental Laws;

"Fee Letter"means the fee letter entered or to be entered into between the Owners and the Charterers in respect of the payment of Upfront Fee, such letter to be in form agreed between the Parties;

"FATCA"means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any  other  jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

"FATCA Deduction"means a deduction or withholding from a payment under a Transaction Document required by FATCA;

"FATCA Exempt Party"means a Party that is entitled to receive payments free from any FATCA Deduction;

"FATCA FFI"means a foreign financial institution as defined  in section 1471(d)(4) of the Code which, if the Owners are not a FATCA Exempt Party, could be required to make a FATCA Deduction;

"Financial Indebtedness"means any indebtedness for or in respect of:

(a) moneys borrowed;

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

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

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

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

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

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

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

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

"Fixed Charterhire"means the amounts set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column "Fixed Charterhire";

"Flag State"means (i) in respect of ownership title registration, the Marshall Islands and (ii) in respect of bareboat charter registration, Malta, or such other flag state of the Vessel as may be changed according to Clause 44.2;

"GAAP"means generally accepted accounting principles as effective from time to time in the United States of America;

"General Assignment"means the general assignment and subordination, incorporating:-

(a) a first priority deed of assignment of:-

(i) the Charterers' rights and interests in the Vessel's  earnings,  insurances and requisition compensation  and certain contracts of the Charterers; and

(ii) the Approved Manager's rights and interests in the Vessel's insurances; and

(b) a subordination of indebtedness owed by the Charterers to the Approved Manager,

7

executed or to be executed by the Charterers and the Approved Manager as assignors and the Owners as assignee, in form agreed between the Parties;

"Governmental Agency"means any government or any governmental agency, semi- governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute);

"Group"means the Guarantor, and "member of the Group"shall be construed accordingly;

"Guarantee"means the guarantee and indemnity executed or to be executed by the Guarantor in favour of the Owners in respect of the Obligors' obligations under the Transaction Documents, being in form agreed between the parties thereto;

"Guarantor"means Dryships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Holding Company"means, in relation to a person, any other person in respect of which it is a Subsidiary;

"Indebtedness"means any obligation for the payment or repayment of money, whether as principal or as surety, present, actual or contingent, primary, several or joint or secured or unsecured;

"Indirect Tax"means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

"Insurances"means (a) any and all contracts and/or policies of insurance required to be in place, taken out, effected and maintained according to any provisions of this Charter, by or for the benefit of the Owners and/or the Mortgagee and/or the Charterers and/or the Approved Manager (whether in the sole name or joint names of one or more of such entities or otherwise) in respect of the Vessel or otherwise howsoever in connection therein; and (b) all rights, benefits and other assets relating to, or deriving from, any of the foregoing, including claims of whatsoever nature and return of premium;

"Intercreditor Deed"means the intercreditor agreement (if any) entered or to be entered into between (i) the Owners and the Charterers in respect of the Vessel and (ii) other owners and charterers in respect of other vessels, and designated as the Intercreditor Deed by the Owners and the Obligors;

"Interest Period"means a period determined in accordance with Section B (Interest Period) of Schedule 2 (Interest Related Provisions);

"Interpolated Screen Rate"means, in relation to LIBOR, the rate (rounded  upwards to four decimal places) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest  period  (for which that Screen Rate is available) which is less than the period for which interest rate is to be determined; and

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(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the period for which interest rate is to be determined,

each as of 11.00am (London time) on the Quotation Date for Dollars;

"ISM Code"means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organisation and incorporated  into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant to it (and the terms "safety management system", "Safety Management Certificate"and "Document of Compliance"have the same meanings as are given to them in the ISM Code);

"ISPS Code"means the International Ship and  Port Facility  Security Code adopted by the International Maritime Organisation incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant  to it;

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

"LIBOR"means, in relation to an Interest Period:

(a) the applicable Screen Rate as of 11 a.m. (London time) on the Quotation Date for Dollars and for a period equal in length to that Interest Period; or

(b) as otherwise determined pursuant to paragraph 3 (Unavailability of Screen Rate) of Section A (Interest Rate) to Schedule 2 (Interest Related Provisions),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

"Losses"means all losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature;

"Major Casualty"means any casualty to the Vessel respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible exceeds One Million only (US$l ,000,000.00) or the equivalent in any other currency;

"Management Agreement"means the technical and  commercial  management agreement in respect of the Vessel executed or to be executed between the Charterers as disponent owner and the Approved Manager as manager;

"Margin"means:

(a) subject to paragraph (b) below, two point eight five percent (2.85%) per annum; and

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(b) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), three percent (3%) per annum starting  from the Interest  Period  during which the financial statements were (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's  shareholders  or  (iii) made available for public inspection (whichever is earlier), and for the remaining term of this Charter;

"Market Value"means the market value of the Vessel (or any other ship provided as additional security pursuant to Clause 52 (Asset Value)), expressed in Dollars, during the relevant month as assessed by taking the average of the valuations made by two Approved Valuers, one appointed by each Party and, in the case where the difference between the two valuations is ten per cent. (10%) or more, then a third Approved Valuer shall be appointed by the Owners and the Market Value shall be calculated by taking the average of the three valuations (in all cases the expenses and costs of such valuations shall be borne by the Charterers and shall be made without inspection of the Vessel on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer during the relevant month and without the benefit of any existing charter or other contract of employment current at the time of such valuation);

"MARPOL"means the International Convention for the Prevention of Pollution from Vessels 1973 (as modified in 1978 and 1977) and includes any amendments or extensions of it and any regulations issued pursuant to it;

"Material Adverse Effect"means a material adverse effect on:-

(a) the financial conditions, assets, prospects, business or operations of any Obligor or the Group taken as a whole;

(b) the ability of any Obligor to perform its obligations under the Relevant Documents or to avoid any Termination Event;

(c) the validity or enforceability of, or the rights or remedies of the Owners under, the Relevant Documents; or

(d) the validity, legality, enforceability or priority of any Transaction Security;

"MOA'' means the memorandum of agreement in respect of the sale and purchase of the Vessel executed or to be executed by the Charterers as seller and the Owners as buyer, in a form and substance satisfactory to the Owners;

"month"means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started. If there is no such numerically corresponding date in the next or subsequent calendar month, the last day of the next or subsequent calendar month should be deemed as such numerically corresponding date;

"Mortgage"has the meaning given to it in Clause 42.2;

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"Mortgagee"has the meaning given to it in Clause 42.2;

"Mortgagee's Financial Instruments"means the Mortgage and any other security documents granted in favour of the Mortgagee to secure the financing of the Owners' acquisition of the Vessel;

"Mr. Economou"means George Economou, holder of Greek passport no. AN1300796;

"Obligors"means each of the Charterers, the Approved Manager, the Shareholder and the Guarantor, and "Obligor"means any one of them;

"Original Financial Statements"means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2017;

"Owners"means Hai Kuo Shipping 1621 Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands, whose registered office  is  at  Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960;

"Owners' Account"means any Dollar bank account (includes any sub-account thereof) as may from time to time be notified by the Owners to the Charterers by not less than three (3) Banking Days prior written notice;

"Parties"means the Owners and the Charterers, and "Party"means any of them;

"Payment Date"means each of the dates set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column  "Payment  Dates",  as  adjusted  pursuant  to Clause  38.1(c);

"Permitted Holders"means, collectively:-

(a) Mr. Economou and his direct lineal descendants;

(b) any trust, fund, foundation or other similar entity solely for the benefit of all or any of the persons referred to in paragraph (a) above; and

(c) any company, corporation or other legal entity directly or indirectly beneficially owned (in respect of 100% of its issued share capital or issued voting share capital) and controlled by any of the persons or entities referred to in paragraphs (a) and (b) above;

"Potential Termination Event"means any event or circumstance specified in Clause 54 (Termination Events) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be a Termination Event;

"Quotation Date"means:-

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(a) in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the day which is two (2) London Banking Days before the first day of that period, unless market practice differs in the London interbank market for Dollars, in which case the Quotation Date will be determined by the Owners in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Date will be the last of those days); and

(b) in relation to any Interest Period the duration of which is selected by the Owners pursuant to paragraph 2 of Section C (Default Interest) of Schedule 2 (Interest Related Provisions), such date as may be determined by the Owners (acting reasonably);

"Reference Bank Rate"means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Owners at its request by the Reference Banks as either:

(a) if:

(i)

(ii) the Reference Bank is a contributor to the Screen Rate; and it consists of a single figure,

the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, the rate at which the relevant  Reference  Bank  could fund  itself in the relevant currency for the relevant period with reference to the unsecured wholesale funding market;

"Reference Banks"means the London office of ICBC (London) plc, J.P. Morgan and/or any bank(s) appointed by Owners in consultation with the Charterers;

"Relevant Documents"means each of the Transaction Documents and the Management Agreement, and "Relevant Document"means any one of them;

"Relevant Jurisdiction"means in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security is created, or intended to be created, under the Transaction Document to which it is a party is situated (other than the jurisdiction of the ports where the Vessel may call at);

(c) any jurisdiction where it conducts its business (other than the jurisdiction of the ports where the Vessel may call at); and

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(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or intended to be created, under the Transaction Documents to which it is a party;

"Restricted Party"means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of a country or territory that is the target of country-wide or territory- wide Sanctions which impose punitive, restrictive or other sanctions measures on any person being domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of such country or territory; or (iii) otherwise a target of Sanctions ("target of Sanctions"signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

"Sale to the Charterers"has the meaning given to it in Clause 55.6;

"Sanctions"means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union (iv) the United Kingdom; (v) the respective national-level governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State, and Her Majesty's Treasury ("HMT"); (vi) the Monetary Authority of Singapore; or (vii) the Hong Kong Monetary Authority, (together the "Sanctions Authorities");

"Sanctions List"means the "Specially Designated Nationals and Blocked  Persons" list maintained by OFAC, the Consolidated List of Financial Sanctions  Targets  and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

"Screen Rate"means, in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR0l or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available or if such London interbank offered rate is discontinued or replaced by any successor rate, the Owners may specify another page or service displaying or determining the relevant rate or successor rate after consultation with the Charterers;

"Security"means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

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"Share Pledge"means a first priority pledge agreement executed or to be executed by the Shareholder in favour of the Owners in respect of the Shareholder's shares in the Charterers, in form agreed between the parties thereto;

"Shareholder"means Drybulk Investments Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Stock Exchange"means NASDAQ Capital Market, or such other internationally recognized stock exchange agreed between the Owners and the Charterers;

"Subordinated Lender"has the meaning given to it in Clause 47.15 (Subordination);

"Subordination Deed"has the meaning given to it in Clause 47.15 (Subordination);

"Subsidiary"of a person means any company or entity directly or indirectly controlled by such person for which purpose "control"means either ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of such company or entity or power to direct its policies and management whether by contract or otherwise and the term "Subsidiaries"shall be interpreted accordingly;

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

"Termination Date"means the date on which the chartering of the Vessel is terminated under this Charter pursuant to the express terms of this Charter including:-

(a)Clause 50 (Total Loss); or

(b)Clause 54.2 (Owners' right to terminate Charter);

"Termination Event"has the meaning given to it in Clause 54.1 (Termination Events) of this Charter;

"Termination Sum"means, as liquidated damages and not as penalty, the agreed pre- estimated Losses of the Owners as a result of the early termination of this Charter prior to the expiry of the Charter Period which amount shall consist of the following:

(a) all Charterhire due and payable, but unpaid, under this Charter up to (and including) the Termination Date;

(b) liquidated damages in accordance with the table set out Schedule 4 (Amounts under paragraph (b) of the definition of Termination Sum);

(c) any Breakage Costs;

(d) any other sums due and payable to the Owners but unpaid under the Relevant Documents;

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(e) any outstanding amount payable by the Owners to the Mortgagee (other than principal and interest); and

(f) interest on the foregoing accrued pursuant to Clause 38.7 up to the date of receipt of the Termination Sum;

"Total Loss"means:-

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

(b) any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (I) year without any right to an extension) unless it is within sixty (60) days redelivered to the full control of the  Charterers or the Owners; or

(c) any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft) unless it is redelivered to the full control of the Charterers or the Owners within sixty (60) days of such capture, seizure or detention;

"Total Loss Date"means:-

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

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earliest of:

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

(ii) the date of any compromise, arrangement or agreement made by or on behalf of the Charterers  and/or the Owners with the  Vessel's  insurers in which the insurers agree to treat the Vessel as a total loss; and

(c) in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Owners (in its absolute discretion based on the information available to it) that the event constituting the total loss occurred;

"Total Loss Sum"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b) and (e) of the definition thereof) as at the Total Loss Date; and

(b) the Charterhire Principal Balance as at the Total Loss Date;

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"Transaction  Documents"means

(a) this Charter;

(b) the MOA;

(c) the Guarantee;

(d) the Account Pledge;

(e) the Share Pledge;

(f) the General Assignment;

(g) the Assignment of Management Agreement;

(h) any Assignment of Charter;

(i) the Intercreditor Deed;

(j) any Subordination Deed;

(k) the Fee Letter; and

(I) any other documents designated as such by the Owners and the Charterers;

"Transaction Security"means the security interests created or intended to be created in favour of the Owners pursuant to the Transaction Documents;

"Upfront Fee"has the meaning given to such term in Clause 56.1 (Upfront Fee);

"Variable Charterhire"means the interest component of  the  Charterhire  amount payable on each or, as the context may require, any Payment Date in respect of  an  Interest Period, calculated at the applicable interest rate on the prevailing Charterhire Principal  Balance, in accordance  with Clause 37.1(b); and

"Vessel"means the vessel m.v. "Bacon" with IMO no. 9639517.

32.2(a)The headings in this Charter do not affect its interpretation.

(b) A Potential Termination Event or other default is "continuing"if it has not been remedied or waived, and a Termination Event or a Termination Event (as defined in the Associated BBCs) is "continuing"if it has not been waived.

(c) References to (or to any specified provision of) this  Charter,  any  other Transaction Document or Relevant Document or any  other  provision  or document shall be construed as references to such document  or such provision as in force for the time being and as amended, varied, novated or supplemented in accordance with the terms thereof, or as the case may be, with  the agreement  of the relevant parties.

(d) Words importing the plural shall include the singular and vice versa.

(e) References to a "person"shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof

(f) Any reference to the "Owners", the "Charterers", the "Guarantor", the "Shareholder", the "Approved Manager", any "Obligor"or any other person shall, where the context permits, be construed so as to include their/its and any subsequent successors and permitted transferees and permitted assigns in accordance  with their respective interests.

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33.  DELIVERY

33.1 Subject to Clause 33.2, the actual date of delivery for the purpose of this Charter shall be the date (the "Actual Delivery Date") when the Vessel is in fact delivered by the Charterers to the Owners pursuant to the MOA, and the Charterers shall be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery of the Vessel by Charterers to the Owners pursuant to the MOA.

33.2 Without prejudice to the other provisions of this Clause 33, the Owners and the Charterers shall on the Actual Delivery Date sign a Protocol of Delivery and Acceptance in the form attached hereto as Schedule 3 (Form of Protocol of Delivery and Acceptance) evidencing delivery of the Vessel hereunder.

33.3 The delivery of the Vessel under this Charter and the delivery of each of the Associated Vessels under the Associated BBCs shall take place on the same day.

34.   TERMS OF DELIVERY

34.1 The Vessel shall be delivered by the Owners to the Charterers under this Charter in the same condition as it was delivered by the Charterers to the Owners under the MOA, and the Charterers hereby acknowledge and agree that the Owners make no condition, term, representation, warranty, covenant, agreement or declaration, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, class, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Acceptance of delivery by the Charterers or (as the case may be) deemed delivery of the Vessel to the Charterers under this Charter shall be irrevocable, final and conclusive proof and evidence that, for the purposes of the obligations and liabilities of the Owners hereunder or in connection herewith, the Vessel is at that time seaworthy, in accordance with the provisions of this Charter, in good working order and repair and free and clear of all Encumbrances and debts of whatsoever nature (other than the Mortgage).

34.2 The Charterers hereby waive all their rights in respect of any condition, term, representation or warranty express or implied (and whether statutory or otherwise) on the part of the Owners (except any representation or warranty as to the Owners' title and ownership over the Vessel) and all their claims against the Owners howsoever and whensoever the same may arise in respect of the Vessel or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness, condition, design, operation, fitness for use or otherwise with respect to the Vessel). In particular and without prejudice to the generality of the foregoing, the Owners shall be under no liability whatever and howsoever arising in relation to any injury, death, loss, damage or delay of, or to, or in connection with any vessel (including the Vessel) or any person or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether such injury, death, loss, damage or delay shall arise from the unseaworthiness of or any defect in the Vessel except if such injury, death, loss, damage or delay is caused by the Owners' misconduct, fault, fraud or negligence. For the purposes of this

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Clause "delay" shall include delay in relation to the Vessel (whether in respect of delivery of the Vessel to the Charterers under this Charter or otherwise) or any other delay whatsoever. The Charterers acknowledge that no representation has been made or will be made by or on behalf of the Owners in relation to the Vessel or any part thereof.

34.3 The Charterers agree that the Owners shall be under no liability to supply any replacement vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.

35.         CONDITIONS PRECEDENT AND SUBSEQUENT

35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:-

(a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

(b) certified true copy of its up-to-date articles of incorporation and by-laws;

(c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders;

(e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and

(f) (applicable only if any Transaction Document is executed by an attorney-in- fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners.

35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following:

(a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:-

(i) each of the following documents in respect of each of the Obligors:-

(A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

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(B) certified true copy of its up-to-date articles of incorporation and by-laws;

(C) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(D) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and (in respect of each of the Obligors other than the Guarantor) shareholders;

(E) certified true copy of the resolutions or written consent of its board of directors:

(1) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(2) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(3) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party;

(F) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of such Obligor) an original power of attorney appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of such Obligor;

(G) a specimen of the signature of each person authorised by the resolutions or written consent referred to in sub-paragraphs (E) and/or (F) above;

(H) (in respect of each Obligor other than the Guarantor) a certified true copy of a resolution or written consent of its sole shareholder, approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

(I) an original certificate of its company secretary:-

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(1) confirming that the provision or guarantee or security under the Transaction Documents (and, in the case of the Charterers, that the sale and lease-back of the Vessel under the MOA and this Charter) would not cause any guarantee or security limit (and, in the case of the Charterers, any borrowing limit) binding on it to be exceeded;

(2) setting out the names of its directors, officers and shareholders and the proportion of shares held by such shareholders;

(3) certifying that each copy document relating to it (and, in respect of the Charterers, the Vessel) delivered under this Clause 35.2 or schedule 1 (Delivery Documents) to the MOA is correct, complete and in full force and effect as at a date no earlier than the Actual Delivery Date; and

(4) certifying the satisfaction of Clauses 35.2(e) and (f);

(ii) certified true copy of the Management Agreement;

(iii) (A) original of each of the Transaction Documents (other than the Assignment of Charter and the Subordination Deed) duly executed by the Obligors party thereto, together with all ancillary documents then required to be delivered thereunder; and

(B) form of the Assignment of Charter in form agreed between the Parties;

(iv) evidence that the Earnings Account and the Debt Service Retention Account have been opened; and

(v) evidence that the minimum balance of the Debt Service Retention Account required under Clause 47.9(a) (Debt Service Retention Account) is maintained;

(vi) each of the following legal opinions addressed to the Owners:-

(1) a legal opinion from Reed Smith Richards Butler in relation to English law;

(2) a legal opinion from Reed Smith LLP in relation to New York law;

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(3) a legal opinion from Reed Smith LLP in relation to Marshall Islands law;

(4) a legal opinion from Loyens & Loeff in relation to Dutch law; and

(5) a legal opinion from Ganado Advocates in relation to Malta law;

(vii) the Original Financial Statements, together with a Compliance Certificate relating thereto issued in accordance with Clause 46.5 (Compliance certificate);

(viii) evidence that any process agent referred to in the Transaction Documents has accepted its appointment;

(ix) such other documentation and other evidence reasonably requested by the Owners in order to conduct any "know your customer", "anti- money laundering" and other similar procedures under applicable laws and regulations; and

(x) any other Authorisation or other document, opinion or assurance which the Owners consider to be necessary or desirable (if it has notified the Charterers accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

(b) no later than the Actual Delivery Date, the Owners shall have received the following:

(i) a favourable opinion from an independent insurance consultant acceptable to the Owners on such matters relating to the Insurances for the Vessel as the Owners may reasonably require;

(ii) evidence that the Vessel is held covered under the Insurances;

(iii) copy of the valid and current Document of Compliance under the ISM Code in respect of the Approved Manager;

(iv) copy of the valid and current Safety Management Certificate ("SMC") under the ISM Code inrespect of the Vessel;

(v) (applicable only if the Actual Delivery Date occurs after 31 April 2018) two valuation reports addressed to the Owners, showing (i) the Market Value of the Vessel as at a date no earlier than ten (10) Banking Days before the Actual Delivery Date and (ii) that Clause 52.1 and 52.2 will not apply on the Actual Delivery Date;

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(vi) evidence that the fees, costs and expenses then due from the Charterers pursuant to Clause 56 (Fees, costs and expenses) have been paid or will be paid by the Actual Delivery Date;

(c) (i) no later than three (3) Banking Days before the Actual Delivery Date, the Owners shall have received documentary evidence that the Vessel will, contemporaneously with the Actual Delivery Date, be registered with the shipping registry of the Flag State by way of ownership and demise charter registration with the Owners as owner and the Charterers as demise charterer;

(ii) no later than the Actual Delivery Date, the Owners shall have received documentary evidence that such ownership and demise charter registration has been completed (for the avoidance of doubt, in the case of ownership registration at the Marshall Islands, a provisional registration certificate shall be sufficient evidence for the purposes of this sub-paragraph (ii)); and

(iii) in the event that evidence of provisional (instead of permanent) demise charter registration has been provided under sub-paragraph (ii) above, within one (1) month from the Actual Delivery Date, the Owners have received documentary evidence that permanent demise charter registration at Malta has been completed;

(d) the Charterers' compliance with any letters of undertaking referred to in paragraphs A.12 and A.13 of Schedule 1 (Delivery Documents) to the MOA, within the time allowed as set out therein;

(e) from the date of this Charter and throughout the Charter Period, no Termination Event has occurred and is continuing, and no other event having occurred and continuing unremedied, which with the giving of notice and/or lapse of time would, if not remedied, constitute a Termination Event;

(f) from the date of this Charter and throughout the Charter Period, each of the representations and warranties contained in Clause 45 (Representations and Warranties) of this Charter is true and correct in all material respects by reference to the facts and circumstances then existing; and

(g) the conditions precedent set out in clause 35.2 of each of the Associated BBCs have been satisfied or otherwise waived by the lessors/owners thereunder.

35.3 (a) The requirements of Clause 35.2 are for the benefit of the Owners and may be waived by the Owners in its absolute discretion with or without conditions.

(b) The requirements of Clause 35.1 are for the benefit of the Charterers and may be waived by the Charterers in its absolute discretion with or without conditions.

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36.4 For the avoidance of doubt, any of the documents listed in this Clause 35 shall be deemed provided hereunder if it has already been provided pursuant to clause 8 (Documentation) and schedule 1 (Delivery Documents) of the MOA.

36.  CHARTER PERIOD

36.1 Subject to the terms of this Charter, the period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date for a period of ninety-six (96) months (the "Charter Period") unless otherwise terminated in accordance with the terms hereof.

36.2 Upon the expiry of the Charter Period, the Owners shall have the right to exercise the relevant rights as set out in Clause 55 (Owners' Right on Termination and Expiry of Charter Period).

37.  CHARTERHIRE

37.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers, the Charterers shall pay to the Owners in respect of the charter of the Vessel:-

(a) on each Payment Date, Fixed Charterhire in accordance with the table set out in Schedule 1 (Payment Dates and Fixed Charterhire);

(b) on each Payment Date (other than the Actual Delivery Date), Variable Charterhire as calculated in the manner set out in Schedule 2 (Interest Related Provisions).

38. PAYMENTS

38.1 Notwithstanding anything to the contrary contained in the Transaction Documents, all payments by the Charterers under the Transaction Documents to which it is a party (whether by way of hire or otherwise) shall be made as follows:

(a) in the case of Charterhire, not later than the relevant Payment Date;

(b) in Dollars in immediately available funds for same day value to the Owners' Account; and

(c) if any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the immediately preceding Banking Day.

38.2 The obligation of the Charterers to pay the Charterhire, any Termination Sum and all other sums required to be paid under this Charter and the other Transaction Documents to which it is a party is absolute and unconditional irrespective of any contingency or reason whatsoever except as specifically provided for in the Transaction Documents and shall not be subject to any right of set-off, counterclaim, defence, suspension, deferment or reduction, and the Charterers shall not have any right to terminate this Charter or any other Transaction Document or to be released,

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relieved or discharged from any obligation or liability under this Charter or any other Transaction Document by any circumstance whatsoever, including but not limited to:

(a) any set-off, counterclaim, recoupment, defence or other right which any Obligor may at any time have against the Owners or any other person for any reason whatsoever;

(b) the unavailability of the Vessel for any reason whatsoever, including, but not limited to, any invalidity or other defect in the condition, seaworthiness, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country;

(c) any title defect or Encumbrance or any dispossession of the Vessel by title (paramount or otherwise) caused by any act or omission of the Owners, any Obligor or any sub-charterers not permitted under this Charter;

(d) any damage to or loss or destruction (other than a Total Loss), capture, seizure, judicial attachment or arrest, forfeiture or marshals of the Vessel;

(e) any lien, attachment, levy, detainment, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in the use or possession thereof by the Charterers for any reason whatsoever, not being the result of the Owners' failure to maintain its ownership title over the Vessel;

(f) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against any Obligor or any member of the Group;

(g) any change, extension, indulgence or other act or omission in respect of any Indebtedness or obligation of any Obligor or any member of the Group, or any sale, exchange, release or surrender of, or other dealing in, any security for any such Indebtedness or obligation;

(h) any invalidity, unenforceability, lack of due authorisation or other defect, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any other Transaction Document by any Obligor or any other person;

(i) any failure or delay on the part of the Owners whether with or without fault on their part, in performing or complying with any of the terms or covenants hereunder; and

(j) any enforcement or attempted enforcement by any Mortgagee of its rights under the Mortgage so long as the Charterers shall continue to have quiet enjoyment of the Vessel,

whether or not the Charterers shall or should have notice or knowledge of any of the foregoing.

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38.5 Subject to Clauses 53 (Call Option) and 55A (Owners' Default) and paragraph 6(d) of Section A of Schedule 2 (Interest Related Provisions), the Charterers shall not have any right to terminate or cancel the chartering of the Vessel or to reduce and not to pay any sums payable under this Charter.

38.6 (a) If:

(i) it becomes unlawful for any Obligor to discharge any liability under a Transaction Document to which it is a party; or

(ii) it becomes unlawful, due to reasons other than the Owners' own fault or omission, for the Owners to exercise or enforce any rights under this Charter or a Transaction Document;

the Charterers shall notify the Owners in writing of the occurrence of such circumstances.

(b) If, due to the Owners' own fault or omission, it becomes unlawful for the Owners to exercise or enforce any rights under this Charter or a Transaction Document, the Owners shall notify the Charterers in writing of the occurrence of such circumstances.

38.7 In the event of failure by the Charterers to pay on the due date for payment thereof, or in the case of the sum payable on demand, the date of demand therefor, any hire or other amount payable under the Transaction Documents to which it is a party, the Charterers shall pay, as liquidated damages and not as penalty, to the Owners default interest on such hire or such other amount in accordance with Section C (Default Interest) of Schedule 2 (Interest Related Provisions).

38.8 Any interest payable under this Charter and the Transaction Documents shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.

39. TAX GROSS-UP AND INDEMNITIES

39.1 Tax definitions.

(i) In this Clause 39.1:-

"Tax Deduction"means a deduction or withholding for or on account of Tax from a payment under a Transaction Document, other than a FATCA Deduction.

"Tax Payment"means an increased payment made by an Obligor to the Owners under Clause 39.2 or a payment under Clause 39.3.

(ii) Unless a contrary indication appears, in this Clause 39 a reference to "determines" or "determined"means a determination made in the absolute

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discretion of the person making the determination.

39.2 Tax gross-up.

(a) All payments to be made by an Obligor to any Owners under the Transaction Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Owners receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b) The Charterers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Owners accordingly.

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

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Owners evidence reasonably satisfactory to the Owners that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

39.3 Tax indemnity.

Without prejudice to Clause 39.2, if the Owners are required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Transaction Documents (including any sum deemed for purposes of Tax to be received or receivable by the Owners whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Owners, the Charterers shall, within three Banking Days of demand of the Owners, promptly indemnify the Owners which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 39.3 shall not apply to (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Owners (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Owners but not actually receivable) by the jurisdiction in which the Owners are incorporated or (ii) a FATCA Deduction required to be made by a Party.

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39.4 Stamp taxes.  The Charterers shall:-

(a) pay all stamp duty, registration and other similar Taxes payable in respect of any Transaction Document, and

(b) within three Banking Days of demand, indemnify the Owners against any cost, loss or liability the Owners incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Transaction Document.

39.5 Indirect tax.

(a) All amounts set out or expressed in a Transaction Document to be payable to the Owners shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by the Owners to the Charterers in connection with a Transaction Document, the Charterers shall pay to the Owners (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Transaction Document requires Charterers to reimburse the Owners for any costs or expenses, the Charterers shall also at the same time pay and indemnify the Owners against all Indirect Tax incurred by the Owners in respect of the costs or expenses to the extent the Owners reasonably determine that they are not entitled to credit or repayment in respect of the Indirect Tax.

39.6 FATCA information.

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or

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has ceased to be a FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably practicable.

(c) Paragraph (a) above shall not oblige the Owners to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Transaction Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

39.7 FATCA Deduction.

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

40.
INCREASED COSTS

40.1 Subject to Clause 40.3 the Charterers shall, within three Banking Days of a demand by the Owners, pay for the account of Owners the amount of any Increased Costs incurred by the Owners or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Charter. The terms "law" and "regulation" in this Clause 40.1 shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

40.2 In this Charter "Increased Costs"means:

(ii) a reduction in the rate of return from the transactions contemplated by the Transaction Documents or on the Owners' overall capital (including as a result

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of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Owners);

(iii) an additional or increased cost; or

(iv) a reduction of any amount due and payable under any Transaction Document,

which is incurred or suffered by the Owners to the extent that it is attributable to the undertaking, funding or performance by the Owners of any of its obligations under any Transaction Document.

40.3 (a) Clause 40.1 does not apply to the extent any Increased Cost is:

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

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 10.3 (or would have been compensated for under Clause 39.3 but was not so compensated solely because the exclusion in Clause 39.3 applied); or

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

(b) In this Clause 40.3, a reference to a "Tax Deduction"has the same meaning given to the term in Clause 39.1.

41.
INDEMNITY

41.1 The Charterers shall on demand indemnify the Owners against all Losses suffered by the Owners as a result of or in connection with:

(a) the performance of its obligations under this Charter and the other Transaction Documents and the transactions contemplated thereby;

(b) preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture, detention or requisition of the Vessel, or in securing or attempting to secure the release of the Vessel;

(c) the Total Loss of the Vessel;

(d) the occurrence of a Termination Event;

(e) directly or indirectly in any manner, the design, manufacture, delivery, non delivery, purchase, importation, registration, ownership, chartering, sub- chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, survey, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or

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otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to those losses described in this Clause 40 and including any and all claims in tort or in contract by an sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers;

(f) directly or indirectly, any claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever;

(g) any laws or regulations relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Laws or Sanctions;

(h) the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the International Convention on Civil Liability for Oil Pollution Damage (CLC) or US Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time hereafter) or similar legislation, regardless of whether or not caused by or within the control of the Charterers; and

(i) liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures) following any default in payment hereunder or the occurrence of any Termination Event; and

41.2 If, under any applicable law, whether as a result of judgment against the Charterers or the liquidation of the Charterers or for any other reason, any payment to be made by the Charterers under or in connection with this Charter is made or is recovered in a currency other than the currency (the "currency of obligation") in which it is payable pursuant to this Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Charter, the Charterers shall as a separate and independent obligation, fully indemnify the Owners against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange" means the actual rate at which the Owners are able to obtain quotation from the market on the relevant date to purchase the currency of obligation with the other currency.

41.3 The indemnities contained in this Clause 41 and each other indemnity contained in this Charter shall survive any termination, cancellation or other ending of this Charter and any breach of, or repudiation by, the Charterers or the Owners of this Charter.

41.5 All moneys payable by the Charterers under this Clause 41 shall be paid on demand.

42. MORTGAGES AND CHARTERERS' QUIET ENJOYMENT OF THE VESSEL

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42.1 Provided that no Termination Event has occurred and 1s continuing, the Owners hereby agree not to:

(a) disturb or interfere with, or cause any person claiming for or on behalf of the Owners to disturb or interfere with, the Charterers' lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and

(b) take any steps to wind up, liquidate or place in administration or receivership the Owners or commerce or continue any analogous proceedings in any jurisdiction.

42.2 The Charterers agree that the Owners shall be entitled at any time after the date of this Charter, and at no extra cost to the Charterers, to grant any reputable bank, financial institution, trust fund or other entity (the "Mortgagee") one or more mortgages on the Vessel, assignment(s) of the Owner's earnings, the Insurances and requisition compensation thereof, and assignment(s) of the Owners' rights under this Charter and/or the other Transaction Documents (collectively, the "Mortgage"), securing a principal amount of no more than United States Dollars Nineteen Million only (US$19,000,000).

42.3 Subject to the Charterers first agreeing on the wording of the notice of assignment and acknowledgement (acting reasonably), any amendments to this Charter and any other documentation reasonably required by the Mortgagee, the Charterers agree with the Owners to execute, acknowledge and agree to be bound by, and to procure that any Obligor executes, acknowledges and agrees to be bound by, notices of any assignment and acknowledgement and other documentation reasonably required by the Mortgagee executed in favour of the Mortgagee (and, in respect of sub-charters assigned or otherwise assignable under the Assignment of Charter and other contracts assigned or otherwise assignable under the General Assignment, the Charterers undertake that (i) such sub-charters and contracts shall not contain any restriction on assignment of the Charterers' rights and interests thereunder, and (ii) in connection with the contracts assigned or assignable under the General Assignment, notices of assignment to the relevant counterparty will be given only upon the occurrence of a Termination Event which is continuing consistent with the provisions of the General Assignment, and (iii) the Charterers shall use its best efforts to procure that the sub- charterer or counterparty signs any acknowledgement of notice of assignment reasonably required by the Mortgagee).

42.4 The Owners agree to use their commercially reasonable endeavours to procure that the provisions in the Mortgagee's Financial Instruments do not contradict in any material way with the provisions relating to the Vessel's employment, insurances, operation, repair and maintenance in this Charter and the other Transaction Documents.

42.5 The Owners undertake to procure the Mortgagee to issue in favour of the Charterers, on the date of the Mortgage, a letter of quiet enjoyment undertaking that, unless a Termination Event has occurred and is continuing, the Mortgagee shall not disturb or

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interfere with the Charterers' quiet and peaceful use, possession and enjoyment of the Vessel and their operation of the Vessel during the Charter Period, subject to the usual terms and conditions as offered by the Mortgagee and acceptable to the Charterers (acting reasonably).

42.6 Any costs and expenses relating to the Mortgage shall be on the Owners' account.

42.7 Subject to the terms of this Charter, the Charterers shall provide reasonable assistance to the Owners in relation to the financing of the Vessel.

43.   TRANSFER OF VESSEL

43.1 During the Charter Period any change in the registered ownership of the Vessel shall require the Charterers' prior approval, which shall be deemed granted as long as (i) the registered ownership of the Vessel is transferred to any of the permitted assignees or transferees of this Charter or any Transaction Documents as referred to in Clause 57.3, (ii) this Charter would continue on identical terms and (iii) such change of registered ownership of the Vessel will not cause any adverse effect on the operation of the Vessel or the quiet enjoyment of the Vessel by the Charterers.

43.2 The Charterers agree and undertake to enter into (and procure the other Obligors to enter into) any such usual documents (including novations, transfer agreements and acknowledgements of notices) as the Owners shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to Clause 43.1, any costs or expenses whatsoever arising in relation thereto to be borne by the Owners.

43.3 Upon completion of the Sale to the Charterers:-

(a) the Owners shall furnish the Charterers with:

(i) a legal Bill of Sale (in three originals) in respect of the Vessel warranting that the Vessel is free from any registered encumbrances, mortgages, claims or lien of whatsoever nature other than those which the Obligors or any other sub-charterers caused to become effective against the Vessel during the currency of this Charter;

(ii) a protocol of delivery and acceptance;

(iii) a commercial invoice in respect of the Sale to the Charterers;

(iv) (if applicable) a letter of undertaking from the Owners that they will provide the Certificate of Deletion and the Continuous Synopsis Record of the Vessel within one (1) month of the date of completion of the Sale to the Charterers;

(v) certified true copies of the Owners' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers;

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(vi) its original Certificate of Good Standing;

(vii) copy (with original to follow within 10 Banking Days) of the certificate issued by the competent authorities no earlier than three (3) Banking Days prior to the date of completion of the Sale to the Charterers, stating that the Vessel is free from registered encumbrances; and

(viii) such other documents as the Charterers may reasonably require to effect legal transfer and registration of title in the Charterers' name in the Charterer's choice of flag state; and

(b) the Charterers shall furnish to the Owners with certified true copies of the Charterers' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers.

43.4 Upon completion of the Sale to the Charterers, the Owners and the Charterers shall sign a protocol of delivery and acceptance as written confirmation that the Vessel has been delivered by the Owners to the Charterers.

43.5 The Sale to the Charterers shall be on an "as is, where is" (i.e. the Vessel shall be delivered under the Sale to the Charterers as she is and as where she is at the time of delivery under the Sale to the Charterers) without any warranty or guarantee of condition, fitness for purpose or similar type of condition warranty and without any recourse to, or representation or warranty from, the Owners (except the warranty as to the registered except a warranty as to title and ownership of the Vessel). The Charterers hereby acknowledge and agree that the Owners make no condition, term, representation or warranty, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. All registration, legal or other expenses whatsoever incurred in transferring the title from the Owners to the Charterers shall be payable by the Charterers. However, in respect of the Sale to the Charterers, the Owners shall, after receiving from the Charterers all amounts due and payable by the Charterers to the Owners, transfer the title in the Vessel free from Encumbrances and free from any Mortgage other than Encumbrances and claims of whatsoever nature which the Obligors or any sub-charterers caused to become effective against the Vessel during the currency of this Charter.

44. FLAG

44.1 The Vessel shall upon the Actual Delivery Date be registered by the Charterers (at its own cost and expense) by way of ownership and demise charter registration with the name of the Owners as beneficial owner and the Charterers as demise charterer, under the flag of the Flag State.

44.2 Each party hereto has the right to request for the change of Flag State, subject to the other party's prior written consent which is not to be unreasonably withheld or delayed. If there is a Mortgage, any change of Flag State shall also be subject to the

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Mortgagee's consent (not to be unreasonably withheld or delayed), which the Owners shall take reasonable steps to request but shall not be liable to procure or ensure. All the costs and expenses for effecting such change, as well as any additional or increase in the costs, expenses and Taxes incurred or to be incurred by the other party (whether due to change of tax regime or otherwise), shall be borne by the party requesting such change.

44.3 All costs and expenses arising in connection with the initial ownership and demise charter registration of the Vessel or in connection with the maintenance of such registration shall be borne by the Charterers and, if and to the extent from time to time paid by the Owners, shall be reimbursed by the Charterers to the Owners upon demand.

45. REPRESENTATIONS AND WARRANTIES

45.1 Charterers' representations.The Charterers acknowledge that the Owners have entered into this Charter in full reliance on representations by the Charterers in the following terms, and the Charterers now warrant to the Owners that the following statements are true and accurate throughout the continuation of this Charter:

(a) Status. Each Obligor (other than the Approved Manager) that is a corporation is duly incorporated and validly existing under the laws of its place of incorporation, and each Obligor (other than the Approved Manager) has the power to own its assets and carry on its business as it is being conducted.

(b) Binding obligations. The obligations expressed to be assumed by each Obligor (other than the Approved Manager) in the Relevant Documents to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion referred to in Clause 35.2, legal, valid, binding and enforceable obligations.

(c) Non-conflict with other obligations. The entry into and performance by each Obligor (other than the Approved Manager) of, and the transactions contemplated by, the Relevant Documents to which it is a party do not and will not conflict with:-

(i) any law or regulation applicable to it;

(ii) its and each of its Subsidiaries' constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

(d) Power and authority. Each Obligor (other than the Approved Manager) has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant

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Documents to which it is a party and the transactions contemplated by those Relevant Documents.

(e) Validity and admissibility in evidence. All Authorisations required or desirable:-

(i) to enable each Obligor (other than the Approved Manager) lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party;

(ii) to make the Relevant Documents to which each Obligor (other than the Approved Manager) is a party admissible in evidence in its jurisdiction of incorporation; and

(iii) for each Obligor (other than the Approved Manager) and its Subsidiaries to carry on their business, and which are material,

have been obtained or effected and are in full force and effect.

(f) Governing law and enforcement.For each Obligor (other than the Approved Manager), the choice of English law, New York law or Dutch law (as the case may be) as the governing law of the Relevant Documents to which it is a party will be recognised and enforced in its Relevant Jurisdiction.

(g) No deduction of Tax. No Obligor (other than the Approved Manager) is required under the law of its Relevant Jurisdiction to make any deduction for or on account of Taxes from any payment it may make under any Transaction Document.

(h) No filing or stamp taxes. Under the law of each Obligor's (other than the Approved Manager's) Relevant Jurisdiction, it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents.

(i) Tax compliance and no tax claims. Each Obligor (other than the Approved Manager) is in compliance with all relevant Tax laws and regulations in all material respects, and no claim has been made against any Obligor (other than the Approved Manager) in respect of Tax other than those that are being contested in good faith by appropriate proceedings on reasonable grounds and in respect of adequate reserve have been made.

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(j) No default.

(i) No Termination Event or any event which, with the giving of notice and/or lapse of time and/or relevant determination, would constitute a Termination Event, might reasonably be expected to result from the Obligors' (other than the Approved Manager's) execution of the Transaction Documents or the performance of the their rights and obligations thereunder.

(ii) No Termination Event has occurred and is continuing.

(iii) No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor (other than the Approved Manager) or to which its assets are subject which might have a Material Adverse Effect.

(k) No misleading information.All information (including the list of existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings)) supplied by or on behalf of the Charterers or any other Obligor (other than the Approved Manager) to the Owners was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect, and the Charterers and the Obligors (other than the Approved Manager) have fully disclosed in writing to the Owners all material facts relating to the Charterers, the Obligors, the Vessel, the Relevant Documents and any other sub-charterer of the Vessel which they reasonably should know.

(l) Disclosure of Material Facts. The Charterers are not aware of any facts or circumstances which have not been disclosed to the Owners and which might, if disclosed, have adversely affected the decision of a person considering whether or not to purchase the Vessel from and lease the Vessel back to the Charterers.

(m) Financial statements.

(i) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(ii) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 give a true and fair view and represent the consolidated financial condition and operations of the Group during

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  the relevant financial year save to the extent expressly disclosed in such financial statements.

(iii) There has been no material adverse change in the business or consolidated financial condition of the Group since 31 December 2017.

(n) Pari passu ranking. Each Obligor's (other than the Approved Manager's) payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(o) No proceedings pending or threatened.Other than the existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings), no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against any Obligor (other than the Approved Manager) or any of their Subsidiaries.

(p) No immunity. None of the Obligors (other than the Approved Manager) or any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

(q) Compliance with ISM Code and ISPS Code and MARPOL Protocol. All requirements of the ISM Code, the ISPS Code and the MARPOL Protocol as they relate to the Charterers, the Approved Manager and the Vessel have been complied with in all material respects.

(r) Environmental compliance. Except as may already have been disclosed by the Charterers in writing to, and acknowledged in writing by, the Owners:

(i) each Obligor (other than the Approved Manager) has complied with the provisions of all applicable Environmental Laws in all material respects;

(ii) each Obligor (other than the Approved Manager) has obtained all Environmental Approvals and is in compliance with all such applicable Environmental Approvals in all material respects; and

(iii) there is no Environmental Claim pending or, to the best of the Charterers' knowledge and belief, threatened against any Obligor (other than the Approved Manager) or the Vessel.

(s) No money laundering. In relation to the Obligors' (other than the Approved

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Manager's) performance and discharge of their obligations and liabilities under the Transaction Documents, and the transactions and other arrangements effected or contemplated by the Transaction Documents, the Charterers confirm that the Obligors (other than the Approved Manager) are acting for their own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

(t) Sanctions. No Obligor (other than the Approved Manager) nor any of their Subsidiaries, nor any of their respective directors, officers or employees nor, to the knowledge of the Charterers, any persons acting on any of their behalf:

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it or the Vessel with respect to Sanctions by any Sanctions Authority.

(u) No Place of Business in England or Hong Kong. The Charterers have not registered or established any place of business in England or Hong Kong and none of the other Obligors (other than the Approved Manager) have registered or established any place of business in England or Hong Kong.

45.2 Owners' representations. The Owners warrant to the Charterers that the following statements are true and accurate throughout the continuation of this Charter:-

(a) Due incorporation. The Owners are duly incorporated and validly existing under the laws of Marshall Islands.

(b) Authorisations. the Owners have the corporate capacity, and have obtained all corporate authorisations, consents, approvals, licenses and permits necessary for them:-

(i) to execute each of the Transaction Documents to which they are a party; and

(ii) to comply with and perform their obligations under each of the Transaction Documents to which they are a party.

(c) No revocation of approvals. All the consents, approvals, authorisations, licenses or permits referred to above remain in force and nothing has occurred which makes any of them liable to revocation.

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(d) No immunity. Neither the Owners nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, set-off, suit, attachment prior to judgment, execution or other enforcement).

(e) No insolvency or liquidation. The Owners are not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receive, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Owners or all or a material part of their assets.

(f) Sanctions. Neither the Owners nor any of their directors, officers or employees nor any persons acting on their behalf:-

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

45.3 Repetition. The representations and warranties contained in Clauses 45.1 and 45.2 hereof shall be deemed to be repeated by the Charterers (in respect of Clause 45.1) and the Owners (in respect of Clause 45.2) on each Payment Date as if made with reference to the facts and circumstances existing on such date.

46.   INFORMATION UNDERTAKINGS

The undertakings in this Clause 46 shall remain in force from the date of this Charter until the end of the Charter Period.

46.1 Financial statements. The Charterers shall supply to the Owners:

(a) as soon as the same become available, but in any event within one hundred twenty (120) days after the end of each of the Guarantor's fiscal years, the audited consolidated financial statements of the Guarantor for that fiscal year;

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half-yearly fiscal period of each of the Gurantor's fiscal years, the unaudited consolidated financial statements of the Guarantor for that half-yearly fiscal period.

46.2 Requirements as to financial statements.

(a) Each set of financial statements delivered by the Charterers pursuant to Clause shall be certified by a director of the Guarantor as fairly representing the consolidated financial condition of the Guarantor as at the date as at which those financial statements were drawn up.

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(b) The Charterers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 46.1 is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Owners that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor's Chief Financial Officer delivers to the Owners:-

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

(ii) sufficient information, in form and substance as may be reasonably required by the Owners, to enable the Owners to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

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

46.3 Information: miscellaneous. The Charterers shall supply to the Owners:

(a) all documents dispatched by any Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, any member of the Group or the Vessel with a claim amount of more than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in other currencies) or which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Vessel, any Obligor or any other member of the Group (including copies of class, technical and other certificates relating to the Vessel) as the Owners may reasonably request (provided that, in respect of any information referred to this sub-paragraph (c) regarding any member of the Group that is not an Obligor, before the occurrence of a Termination Event that is continuing, the Owners may only request such information for the purpose of determining whether a Termination Event has occurred and is continuing); and

(d) promptly, notice of any change in authorised signatories of any Obligor signed

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by a director or company secretary of such Obligor accompanied by specimen signatures of any new authorised signatories.

46.4 Notification of default.

(a) The Charterers shall notify the Owners of any Termination Event or Potential Termination Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Charterers is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Owners, the Charterers shall supply to the Owners a certificate signed by one of its directors on its behalf certifying that no Termination Event or Potential Termination Event is continuing (or if a Termination Event or Potential Termination Event is continuing, specifying such Termination Event or Potential Termination Event and the steps, if any, being taken to remedy it).

46.5 Compliance certificate.

(a) The Charterers shall, at the same time as it furnishes each set of financial statements referred to in Clause 46.l(a) and (b), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 51 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors or the Chief Financial Officer of the Guarantor.

47.  GENERAL UNDERTAKINGS

The undertakings in this Clause 47 shall remain in force from the date of this Charter for the duration of this Charter.

47.1 Authorisations. The Charterers shall, and shall procure each Obligor to, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Owners of,

any Authorisation required to enable it to perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document.

47.2 Compliance with laws.  The Charterers shall, and shall procure each Obligor to,

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comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Relevant Documents.

47.3 Pari passu ranking. The Charterers shall and shall procure each Obligor to ensure that its payment obligations under the Transaction Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

47.4 Negative pledge.

In this Clause 47.4, "Quasi-Security"means an arrangement or transaction described in paragraph (b) below.

(a) The Charterers shall not create or permit to subsist any Security over any of its assets.

(b) The Charterers shall not:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Charterers;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) any lien arising by operation of law and in the ordinary course of trading; and

(ii) any Security or Quasi-Security entered into pursuant to any Transaction Document.

47.5 Disposals.

(a) The Charterers shall not enter into a single transaction or a series of

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transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal of assets not subject to the Transaction Security:

(i) made in the ordinary course of trading of the Charterers; or

(ii) any disposal, transfer or lease as permitted by the Transaction Documents.

47.6 No other liabilities or obligations to be incurred. The Charterers shall not incur any liability or obligation except:-

(a) liabilities and obligations under the Transaction Documents to which it is a party;

(b) liabilities or obligations reasonably incurred m the ordinary course of operating and chartering the Vessel; and

(c) any indebtedness subordinated in accordance with Clause 47.15 (Subordination).

47.7 Charterers' other negative undertakings.  The Charterers will not:

(a) carry on any business other than the chartering and operation of the Vessel;

(b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital, unless:

(i) the Charterers have sufficient funds to service the payment obligations due and payable on the next Payment Date; and

(ii) no Termination Event or Potential Termination Event is likely to result from the payment of such dividend, making of such form of distribution or effecting of such form of redemption, purchase or return of share capital;

(c) provide any form of credit or financial assistance to any person or company except any guarantee to a protection and indemnity association to procure the Vessel's release from arrest or other attachment or in respect of salvage or a similar situation.;

(d) open or maintain any account with any bank or financial institution except the Earnings Account and the Debt Service Retention Account;

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

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(f) incur, or enter into any lease, hire purchase agreement or charter creating, any additional Financial Indebtedness;

(g) acquire any additional assets, shares or other securities (other than the acquisition of any equipment to be put on the Vessel), or enter into any transaction in a derivative.

47.8 Earnings Account.

(a) The Charterers shall, and shall procure the Approved Manager to, ensure that all the earnings of the Vessel shall forthwith upon receipt be deposited into the Earnings Account.

(b) Withdrawals may be made from the Earnings Account provided that no Termination Event has occurred and is continuing.

47.9 Debt Service Retention Account.

(a) The Charterers shall ensure that the credit balance of the Debt Service Retention Account shall at all times be no less than:-

(i) United States Dollars Five Hundred Fifty Thousand (US$550,000); or

(ii) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), then starting from the date falling five (5) Banking Days after those financial statements have been (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's shareholders or (iii) made available for public inspection (whichever is earlier), United States Dollars One Million One Hundred Thousand (US$1,100,000).

(b) No withdrawals may be made from the Debt Service Retention Account without the Owners prior written consent.

47.10 Merger. The Charterers shall not (and the Charterers shall procure that no Obligor will) enter into any amalgamation, demerger, merger or corporate reconstruction, save for any corporate restructuring involving members of the Group other than the Obligors which does not have any Material Adverse Effect and provided that the Owners are given prior written notice of the same.

47.11 Change of business. The Charterers shall procure that no substantial change is made to the general nature of the business of the Obligors or the Group from that carried on at the date of this Charter.

47.12 Environmental compliance. The Charterers shall, and shall procure that each Obligor will, comply in all material respects with all Environmental Law, obtain and

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maintain any Environmental Approvals and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Approvals.

47.13 Environmental Claims. The Charterers shall, and shall procure that each Obligor will, inform the Owners in writing as soon as reasonably practicable upon becoming aware of:-

(a) any Environmental Claim which has been commenced or (to the best of such Obligor's knowledge and belief) is threatened against the Vessel or any member of the Group, or

(b) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against the Vessel or any member of the Group,

in each case where such Environmental Claim might reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

47.14 Further Assurance.The Charterers shall promptly take such steps as the Owners may deem necessary or appropriate to maintain and protect the interests of the Owners under the Transaction Documents, including filing and/or registering the Transaction Documents and the execution of such additional documents as the Owners may require.

47.15 Subordination. The Charterers shall procure that all loans or advances to it from (i) any Obligor, (ii) any Permitted Holder, or (iii) any Subsidiary of the Guarantor, Mr. Economou and/or his direct lineal descendants (each such entity a "Subordinated Lender") shall be subordinated to the Secured Liabilities and shall further procure that:

(a) the relevant Subordinated Lender will enter into a subordination deed (in form and substance satisfactory to the Owners) (each a "Subordination Deed") in favour of the Owners prior to making such loan or advance and that such Subordinated Lender will do all such acts and execute all such documents which the Owners may from time to time require and necessary to ensure the legality, validity, enforceability and admissibility in evidence of such subordination deeds;

(b) it will inform the Owners immediately upon such loans or advances being made; and

(c) it will not, at all times during the term of this Charter, make or purport to make any payment, whether in cash or otherwise, to any such Subordinated Lender

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on account of such loans or advances without the prior written consent of the Owners.

47.16 Sanctions.

(a) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to ensure that no one directly or indirectly uses, lends, makes payments of, contributes or otherwise makes available, all or any part of the proceeds of the purchase price under the MOA or other transaction(s) contemplated under the Transaction Documents to fund any trade, business or other activities:

(i) involving or for the benefit of any Restricted Party; or

(ii) in any other manner that would reasonably be expected to result in any Obligor or the Owners being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party.

(b) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to prevent the Vessel from being used directly or indirectly:

(i) by or for the benefit of any Restricted Party; and/or

(ii) in any trade which could expose the Vessel, any Obligor, the Owners, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions.

48.   VESSEL UNDERTAKINGS

The undertakings in this Clause 48 shall remain in force throughout the Charter Period.

48.1 Approved Manager. The Charterers shall appoint the Approved Manager to carry out technical and commercial management of the Vessel, and there shall not be any change to the Approved Manager without the Owners' prior written consent, unless:-

(a) the Charterers notify the Owners in writing at least fourteen (14) days prior to the proposed change of the Approved Manager, together with supporting evidence satisfactory to the Owners that the requirements set out in sub- paragraphs (b) to (d) below will be met;

(b) the new Approved Manager is a commercial and technical manager that is wholly owned by the Permitted Holders;

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(c) the new Management Agreement is on such terms that are substantially the same as, or more favourable to the Charterers than, the original Management Agreement dated 24 March 2017 entered into between TMS Bulkers Ltd. and the Charterers; and

(d) immediately upon the change of the Approved Manager,

(i) the Charterers provide the Owners with a certified true copy of the new Management Agreement; and

(ii) the Charterers and the new Approved Manager execute in favour of the Owners such supplements and/or replacements to the General Assignment, the Assignment of Management Agreement each in form and substance satisfactory to the Owners; and

(iii) the Charterers and the new Approved Manager provide to the Owners certified true copies of their corporate authorisations for the execution of the documents referred to in sub-paragraphs (i) and (ii) above, each in form and substance reasonably satisfactory to the Owners.

48.2 Intentionally omitted.

48.3 Compliance with laws. The Charterers shall at all times ensure compliance with all applicable Environmental Laws and all other laws and regulations relating to the Vessel and the operation and management thereof, provide information to the Owners regarding such matters, and take all reasonable precautions to ensure that the Approved Manager, any sub-charterers, and the crews, employees, agents or representatives of the Charterers at all times comply with such Environmental Laws and other applicable laws.

48.4 Compliance with SOLAS, ISM Code, ISPS Code, etc.The Charterers shall at all times ensure compliance with all applicable international conventions, codes and regulations, including the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the STCW 95, the ISM Code and the ISPS Code (as each such term is defined in the relevant amendments to SOLAS), and ensure such compliance the Approved Manager or any company performing ship management services in respect of the Vessel on behalf of the Charterers, in all cases at any time before the deadline under the relevant conventions, codes and regulations.

48.5 Intentionally omitted.

48.6 Modification. The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterer will not) make any modification or repairs to, or replacement of, the Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Vessel or materially reduce its value or utility, without the Owners' prior written consent. If the Owners so consents, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before termination of this Charter.

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48.7 Installation and removal of parts.

(a) The Charterers shall (and shall procure that the Approved Manager will) at their own cost replace, renew or substitute such items of equipment as shall be damaged or worn as to be unfit for use.

(b) The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterers will not) remove any material part of the Vessel, or any item of equipment installed on, the Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Encumbrance or any right in favour of any person other than the Owners and becomes on installation on that the Vessel the property of the Owners.

(c) The ownership title of any replaced, renewed or substituted equipment or part shall remain with the Owners, except for any equipment installed by the Charterers pursuant to sub-paragraph (d) below.

(d) Notwithstanding the above, the Charterers may install equipment not owned by the Owners if the equipment can be removed without any risk of damage to the Vessel.

48.8 Voyage declarations. The Charterers shall (and shall ensure that the Approved Manager and any sub-charterer shall) at all times make such (quarterly) voyage declarations if and as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover for trading in and to the United States of America and the Exclusive Economic Zone (as defined in the Oil Pollution Act).

48.9 Certificate of Financial Responsibility. If the Vessel at any time shall call on any US port, the Charterers shall (and will procure that the Approved Manager will), in accordance with the regulations of the Oil Pollution Act and in line with the requirements of the US Coast Guard, obtain in time a Certificate of Financial Responsibility (C.O.F.R), a copy of which shall promptly be provided to the Owners at the request of the Owners.

48.10 Inspection of Vessel. The Charterers shall (and will procure that the Approved Manager and any sub-charterers will) permit, and shall provide all necessary assistance to, the Owners to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such inspection or survey on its behalf at the reasonable cost of the Charterers (including the fees of any surveyor) in order to ascertain the condition of the Vessel and to inspect copies of the Vessel's logs and records certified as true by the Vessel's master (and the Owners may, for the purpose of such inspection, dry- dock the Vessel if the Vessel has not been dry-docked in accordance with Clause 10(g)), provided that, so long as no Termination Event has occurred and is continuing, such inspection or survey shall be at any reasonable time or times upon giving written notice to the Charterers without undue disruption or delay to the operation of the Vessel, the Charterers shall bear the reasonable cost of no more than two (2) such

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inspections for each calendar year. The Charterers shall afford all proper security and safety items for such inspections and give the Owners reasonable advance notice of any intended dry-docking of the Vessel.

48.11 Prevention of and release from arrest/detention.

(a) The Charterers shall (and shall procure the Approved Manager to) promptly discharge:-

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel, its earnings or its Insurances;

(ii) all Taxes, dues and other amounts charged in respect of the Vessel, its earnings or its Insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel, its earnings or its Insurances.

(b) In the event the Vessel is arrested or detained at any time in any jurisdiction by any person having or purporting to have a claim against or any interest in the Vessel or the bunker of the Vessel not due to the fault of the Owners, the Charterers shall (and shall procure the Approved Manager to) within sixty (60) days of such arrest or detention resolve such arrest or detention by way of provision of guarantee or security for costs (whether by the Charterers or its protection and indemnity association or otherwise) or by such other means necessary to ensure the Vessel is released from such arrest or detention and available for operation.

48.12 Maintenance of ownership title and registration. The Charterers shall (and shall procure the Approved Manager to) do all that may be necessary to maintain such documentation and registration in force and so that the Owners shall be held to be the sole and absolute Owners of the whole of the Vessel, and any annual taxes, duties, expenses and fees and other expenses whatsoever for the maintenance of such documentation and registration (including fees payable to lawyers) shall be borne and paid by the Charterers; and the Charterers shall, as soon as possible thereafter, install and shall, continuously thereafter during the Charter Period, cause the permanent certificate of register of the Vessel in the ownership of the Owners to be installed on board the Vessel together with all other ship's papers including but not limited to those relating to the title of the Vessel in the name of the Owners.

48.13 Provision of Vessel-related information. The Charterers shall (and shall procure the Approved Manager to) as soon as reasonably practicable provide the Owners with any information which it requests regarding:-

(a) the Vessel, its condition, employment, position and engagements (including copies of the relevant sub-charter and/or charter guarantee, if requested by the Owners);

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(b) the earnings of the Vessel and payments and amounts due to the Vessel's master and crew;

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

(d) any towages and salvages; and

(e) the Vessel's, the Charterers' and/or the Approved Manager's compliance with the ISM Code, the ISPS Code, MARPOL and other applicable laws and regulations (including copies of the Charterers' and/or the Approved Manager's Document of Compliance, if requested by the Owners).

48.14 Notification of certain events. The Charterers shall (and shall procure the Approved Manager to) forthwith notify the Owners in writing of:-

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

(b) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is or will not be complied with by the relevant due date(s);

(d) any arrest or detention of the Vessel, any exercise or purported exercise of any lien on the Vessel or its earnings or any requisition of the Vessel for hire;

(e) any intended dry docking of the Vessel;

(f) any Environmental Claim made against the Charterers or any Obligor or in connection with the Vessel, or any Environmental Incident;

(g) any claim for breach of the ISM Code, the ISPS Code or the MARPOL being made against the Charterers, any of the Approved Manager or otherwise in connection with the Vessel; or

(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code, ISPS Code or MARPOL not being complied with,

and the Charterers shall (and shall procure the Approved Manager to) keep the Owners advised in writing on a regular basis and in such detail as the Owners shall reasonably require of the status and development of the above events or matters.

48.15 Restrictions on sub-chartering, appointment of managers etc.  The Charterers shall not:

(a) let the Vessel on demise charter for any period;

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(b) enter into any time or consecutive voyage charter in respect of the Vessel with a term of twelve (12) months or more, unless such charter is promptly upon execution assigned by way of security in favour of the Owners in form and substance satisfactory to the Owners (any such assignment being an "Assignment of Charter");

(c) sub-charter the Vessel otherwise than on bona fide arm's length terms at the time when such charter is fixed;

(d) appoint a manager of the Vessel other than an Approved Manager;

(e) put the Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed United States Dollars One Million (US$1,000,000) (or the equivalent in any other currency) unless (i) that person has first given to the Owners and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on the Vessel or its earnings for the cost of such work or for any other reason or (ii) in the absence of such written undertaking referred in (i) above, the Charterers have provided to the Owners documentary evidence reasonably satisfactory to the Owners showing either that the Charterers have adequate reserve to discharge all amounts payable or to be payable to such person for the work to be done upon the Vessel or that the insurance companies and/or underwriters of the Vessel have accepted the Owners' and/or Charterers' claim under the Insurances in respect of the work to be done on the Vessel and such insurance companies and/or underwriters have agreed to pay the proceeds of insurance in an amount not less than the amount payable or to be payable to such person for the work to be done upon the Vessel.

48.16 No operational interest. The Charterers will ensure that the Owners are not at any time represented as carrying goods in the Vessel, or as being in any way connected or associated with any operation, or as having any operational interest in, or responsibility for, the Vessel.

49.   INSURANCES

The undertakings in this Clause 49 shall remain in force throughout the Charter Period.

49.1 Maintenance of Insurance. The Charterers shall insure and keep the Vessel insured free of cost and expense to the Owners and in the joint names of the Owners and the Charterers or otherwise as the Owners and the Charterers may agree:-

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

(b) against war risks (including terrorism cover, on hull and machinery basis and on war protection and indemnity);

(c) against full protection and indemnity risks (including oil pollution liability risks);

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(d) against such other risks of whatsoever nature and howsoever arising as reasonably required by the Owners if such a cover is available in the marine insurance market and it is common marine market practice to have it in place;

on the following terms:

(i) in Dollars;

(ii) on terms consistent with prevailing international market practice from time to time be approved by the Owners;

(iii) in case of the fire and usual marine risks in (a) above, in an amount on an agreed value basis of at least the greater of (x) the then current Market Value or (y) 120% of the Charterhire Principal Balance.

(iv) in case of war risks in (b) above, the full value and tonnage of the Vessel;

(v) in case of protection and indemnity risks in (c) above, the full value and tonnage of the Vessel;

(vi) in the case of pollution liability risk for protection and indemnity risks; for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market (currently USD1,000,000,000);

(vii) with international reputable insurance brokers (the "Approved Brokers") and insurance companies and/or underwriters or (in the case of protection and indemnity risks) protection and indemnity association being a member of the International Group of P&I Clubs, in each case approved by the Owners.

49.2 Innocent Owners Insurances. The Owners shall be at liberty to effect, maintain and renew innocent owners insurances and owners' additional perils (pollution) insurance (and, if required by the Mortgagee, mortgagee's interest insurance and mortgagee's additional perils (pollution) insurance) in relation to the Vessel in each case in an amount on an agreed value basis of at least the greater of (i) the then current Market Value or (ii) 120% of the Charterhire Principal Balance, on such terms, through such insurers and generally in such manner as the Owners may from time to time reasonably consider appropriate, and the Charterers shall upon demand fully indemnify the Owners in respect of all premiums and other expenses which are reasonably incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

49.3 Fleet cover.

(a) If any of the Insurances form part of a fleet cover, the Charterers shall procure the Approved Brokers not to cancel the Insurances for reason of non-payment of premiums for other vessels/units under such fleet cover or of premiums for such other Insurances, and, to the extent allowed under the relevant terms of the Insurances, the Charterers shall procure that the Approved Brokers shall undertake to the Owners that they shall neither set-off against any claims in

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respect of the Vessel any premiums due in respect of other vessels/units under such fleet cover or any premiums due for other Insurances.

(b) The Charterers undertake to issue a separate policy in respect of the Vessel being part of a fleet cover if it becomes necessary to protect the Owners' interests in the Insurance and when so reasonably requested by the Owners.

49.4 Payment under Insurances. The Charterers shall punctually pay all premiums, calls, contributions or other sums payable in respect of all such Insurances and shall upon the Owners' demand produce copies of all relevant receipts or other evidence of payment.

49.5 Notification of Insurance details. Except in the case of renewal pursuant to Clause 49.6, the Charterers shall, at least ten (10) Banking Days (or such shorter period of time as may be consented to by the Owners) prior to the Charterers effecting any such Insurances, notify the Owners in writing of the details of such proposed Insurances (including, without limitation, details of the insurer and the conditions of the policy).

49.6 Renewal of Insurances.  The Charterers shall:-

(a) at least fourteen (14) days before the relevant policies, contracts or entries expire, notify the Owners in writing of the names of the brokers proposed to be employed by the Charterers for the purposes of the renewal of such Insurances and of the amounts in which such Insurances are proposed to be renewed and the risks to be covered, in each case subject to compliance with any requirements of the Owners pursuant to this Clause 49;

(b) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will at least seven (7) days before such expiry confirm in writing to the Owners that they have been instructed to renew the relevant Insurances and such renewals are in the process of being effected in accordance with the instructions so given, and the Charterers shall provide the Owners with details of the instructions as the Owners may require; and

(c) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will prior to such expiry confirm in writing to the Owners that the relevant Insurances have been renewed, and the Charterers shall provide the Owners with details of the renewed Insurances as the Owners may require.

49.7 Copies of Insurance Certificates. On or promptly after the Actual Delivery Date and within five Banking Days following the issuance or renewal of any insurance policy required to be in effect under this Charter, the Charterers shall furnish the Owners with approved certificates of all Insurances. Such certificates shall be executed by the insurer or by an Approved Broker. Such certificates shall identify underwriters, the type of insurance, the insurance limits and the policy term and shall specifically list the special provisions enumerated for such insurance required by this Clause 49. Concurrently with the furnishing of any such certificate, the Charterers shall furnish the Owners with a certificate of an Approved Broker to the effect that the insurance then carried or to be renewed is in accordance with the terms of this Clause 49, such insurance is in full force and effect and all premiums then due and payable have been paid.

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49.8 Copies of Insurance Policies. On or promptly after the Actual Delivery Date, promptly upon receipt of each such policy, the Charterers shall deliver to the Owners each policy of the Insurances then in effect.

49.9 Guarantees and indemnities. The Charterers shall arrange for the execution of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association.

49.10 Deposit of policies. The Charterers shall deposit with the Approved Brokers (or procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued in connection with the Insurances as are effected through the Approved Brokers and to procure that the interest of the Owners shall be endorsed and, where the Insurances have been assigned to the Owners, by means of a notice of assignment the Owners shall be furnished with the originals thereof and to procure that the Approved Broker shall issue to the Owners a letter or letters of undertaking in such form as shall from time to time be reasonably required by the Owners (in line with market standard).

49.11 Intentionally omitted.

49.12 Notice of default, etc. under the Insurances. The Charterers shall promptly inform Owners of each written notice received by it with respect to the cancellation of, adverse change in, or default under the Insurances.

49.13 Insurance consultant's opinion. The Charterers shall within three (3) Banking Days' of the Owners' written demand indemnify the Owners for the cost of the insurance opinion referred to in Clause 35.2(b)(i) and any additional insurance reports or opinions as may be required by the Owners.

49.14 Assistance to the Owners. The Charterers shall do all things and provide all documents, evidence and information as may be necessary to enable the Owners to collect or recover any moneys which shall at any time become due to them in respect of the Insurances.

49.15 Employment of Vessel to conform with terms of Insurances. The Charterers shall not (and shall procure that Approved Manager that they will not) employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.

49.16 Application of insurance proceeds. The Charterers shall apply all sums receivable under the Insurances which are paid to the Charterers in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect whereof the insurance moneys shall have been received.

49.17 Entry into US waters. if the Vessel shall at any time enter the waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the Oil Pollution Act):-

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(i) the Charterers shall procure that the certificate of entry for the Vessel issued by the protection and indemnity association with which it is entered is endorsed with the U.S. Oil Pollution Clause 20/2/91 (as amended or replaced from time to time) and the Charterers shall procure for the Owners sufficient documentary evidence that the Charterers have provided all declarations and satisfied all other requirements of the association and that the U.S. Trading Exclusion Clause (as defined in the rules and policies of such protection and indemnity association) has been deleted from the cover; and

(ii) the Charterers shall make (and shall procure that the Approved Manager shall make) all such quarterly or other voyage declarations as may from time to time be required by the protection and indemnity risks association in order to maintain cover for trading to the United States of America and Exclusive Economic Zone and promptly deliver to the Owners copies of all such declarations.

49.18 Provision of information. The Charterers shall produce to the Owners upon demand copies of all policies, certificates of insurance or entry, cover notes and binders relating to the Insurances, and furnish the Owners with any other evidence of the existence of the Insurances as the Mortgagee may request. The Charterers shall procure that the Approved Brokers or the insurers give to the Owners such information as to the Insurances taken out or being or to be taken out in compliance with the Charterers' obligations under this Clause 49 or as to any other matter which may be relevant to the Insurances as the Owners may reasonably request.

49.19 Indemnity to Owners. Without prejudice to any other provisions of this Charter, in the event that any act, inaction or negligence of the Charterers, the Approved Manager or any sub-charterers shall vitiate any of the Insurances herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such Insurances.

49.20 Amendment to the Insurances. The Charterers shall not cause or permit any material adverse change to be made to the terms of any of the Insurances without the prior written consent of the Owners. Should any change be permitted or occur without the consent of the Owners then, without prejudice to the aforesaid obligation of the Charterers or to the rights of the Owners on a Termination Event or to any other provision in this Charter, the Charterers shall forthwith give written notice to the Owners.

49.21 Right to Procure Insurance. In the event the Charterers fail to procure or maintain, or the insurance coverage required by this Clause 49, the Owners, upon 30 days' prior notice (unless such insurance coverage would lapse within such period, in which event notice shall be give as soon as reasonably possible) to the Owners of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same. All amounts so advanced for such purpose by the Owners and shall become an additional obligation of the Charterers to the Owners, and the Charterers shall forthwith pay such amounts to the Owners together with interest accrued thereon in accordance with Clause 38.7 from the date so advanced.

49.22 Modification of insurance requirements. Notwithstanding the foregoing provisions in this Clause 49, the Owners shall be entitled to review the requirements of this Clause 49 from time to time in order to take account of significant changes in circumstances arising

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as a result of any change in circumstances with respect to the Vessel (including without limitation the operation and maintenance thereof) or any amendment to the existing laws of, or adoption of new laws by, any relevant jurisdiction after the date of this Charter (such changes in circumstances to include, without limitation, changes in the availability or the cost of insurance and/or protection and indemnity coverage). The Owners may notify the Charterers in writing from time to time of any proposed modification to the requirements of this Clause 49 which they may reasonably deem appropriate as a result of such amendment to the existing laws of, or adoption of new laws by, that jurisdiction, or as a result of the opinion of an independent firm of marine insurance brokers or an independent firm of international reputable insurance consultant referred to in Clause 49.13 above. Such modification shall take effect on and from the date it is notified in writing to the Charterers as an amendment to this Clause 49 (or, if as a result of the said opinion, from the date of the said advice), and shall bind the Charterers accordingly.

50.  TOTAL LOSS

50.1 Total Loss. Notwithstanding anything to the contrary contained in this Charter, if the Vessel shall become a Total Loss:-

(a) this Charter shall be deemed as terminated from the Total Loss Date, and the Charterhire shall cease to be payable therefrom; and

(b) the Charterers shall pay to the Owners the Total Loss Sum on or before the earlier of (i) the date falling ninety (90) days after the Total Loss Date and (ii) the date of receipt by the Owners of the insurance proceeds relating to such Total Loss.

All insurance proceeds in respect of such Total Loss shall be paid to the Owners and shall be applied in deduction of the Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents. Any remaining insurance proceeds after such application shall be paid to the Charterers. For the avoidance of doubt, if such insurance proceeds are insufficient to settle the outstanding Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents, the Charterers shall remain liable for the shortfall.

51.  FINANCIAL COVENANTS

51.1 Financial covenants. The Charterers shall procure the Guarantor to maintain at all times by a reference to the financial statements of the Charterers delivered pursuant to Clause 46.1:

(a) Working Capital of greater than US$0;

(b) Cash and Cash Equivalent Investments of not less than United States Dollars Fifteen Million (US$15,000,000); and

(c) ratio of(i) Consolidated Total Liabilities (excluding Cash and Cash Equivalent Investments) to (ii) Consolidated Total Assets (excluding Cash and Cash Equivalent Investments) of less than 7:10.

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51.2 Financial Definitions. For the purposes of this Clause 51, the following definitions shall apply:

"Cash"means, at any time, freely available cash at bank credited to an account in the name of the Guarantor or any of its Subsidiaries with a reputable financial institution and to which the Guarantor or any of its Subsidiaries is alone beneficially entitled and for so long as (i) that cash is repayable on demand; (ii) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Guarantor or any of its Subsidiaries or of any other person whatsoever or on the satisfaction of any other condition; and (iii) there is no Security over that cash, provided that amounts that are subject to any Security or any Encumbrance or otherwise not freely withdrawable solely by reason of a covenant as to minimum liquidity imposed on the Guarantor or any of its subsidiaries pursuant to the borrowing arrangements of the Guarantor or any of its subsidiaries shall be included in "Cash". For the avoidance of doubt, "Cash"shall also include the credit balance of the Debt Service Retention Account and each of the Debt Service Retention Accounts (as such term is defined in each of the Associated BBCs);

"Cash Equivalent Investments"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Cash Equivalent"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Consolidated Total Assets"means at any time the aggregate of all assets which would be treated as an asset of the Group in accordance with GAAP.

"Consolidated Total Liabilities"means at any time the aggregate amount of all liabilities incurred by the Group in accordance with GAAP.

"Current Assets"means, at any time, the aggregate at such time of:-

(a) the cash, stocks, marketable securities and prepayments of the Group;

(b) the debtors and deposits of the Group payable on demand or within one year from the date of computation (but excluding any amounts due from another member of the Group); and

(c) any other assets of the Group which would, in accordance with GAAP (as used in the Guarantor's then most recent audited annual consolidated financial statements) be considered as current assets.

"Current Liabilities"at any time means the aggregate at such time of the obligations of the Group to pay money on demand or within six (6) months from the date of computation (but excluding any such obligations owed to any member of the Group) and any other obligations of the Group which would, in accordance with GAAP (as

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used in the Guarantor's then most recent audited annual consolidated financial statements), be considered as a current liability.

"Working Capital"means, on any date, Current Assets less Current Liabilities.

51.3 Financial Covenants to Other Lenders. If, at any time before the Actual Delivery Date or during the Charterhire Period, any covenant (a "New Covenant") regarding any aspect of the financial condition of the Guarantor and/or the Group has been given to any other lender or creditor in connection with Financial Indebtedness borrowed by, guaranteed by, or secured by security provided by the Guarantor, then the Charterers shall notify the Owners in writing within ten (I 0) Banking Days after the giving of the New Covenant, and:-

(b) if the New Covenant is of the same nature as, but imposes a more stringent standard than, any of the covenants set out in Clause 51.2 (Financial Covenants) or deemed incorporated as part of this Clause 51 (the "Existing Covenant"), then such Existing Covenant shall be replaced by the New Covenant which shall be deemed incorporated as part of this Clause 51.

(c) if the New Covenant is of a different nature to the Existing Covenants, then the Additional Covenant shall be deemed incorporated as part of and as an additional financial covenant in this Clause 51.

52.   ASSET VALUE

52.1 Clause 52.2 below applies if the Owners notify the Charterers that:

(a) the Market Value of the Vessel; plus

(b) the net realisable value of any additional security previously provided under Clause 52.2(a),

is at any time below one hundred twenty per cent. (130%) of the Charterhire Principal Balance.

52.2 If the Owners serves a notice on the Charterers under Clause 52.1, the Charterers shall, within fifteen (15) Banking Days after the date on which the Owners' notice is served, either:

(a) provide, or ensure that a third party provides, additional security acceptable in form and substance to the Owners which, in the opinion of the Owners, has a net realisable value at least equal to the shortfall and is documented in such terms as the Owners may approve or require; or

(b) prepay (at least) such part of the Charterhire Principal Balance as will eliminate the shortfall.

52.3 The Charterers shall promptly provide the Owners and any shipbroker or expert acting under this Clause 52 with any information which the Owners, the Approved Valuer, shipbroker or expert may reasonably request for the purposes of the valuation; and, if the Charterers fail to provide the information by the date reasonably specified in the request, the valuation may be made on any basis and assumptions which the Owners, Approved Valuer, shipbroker or expert consider prudent.

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52.4 The Charterers shall at its own cost provide the Owners with valuations addressed to the Owners of the Vessel and any other ship over which additional Security has been created in accordance with Clause 52.2, to enable the Owners to determine the Market Value of the Vessel and such other ship, such valuations to be provided on one occasion in each calendar year during the month of December if no Termination Event or Potential Termination Event has occurred and is continuing, and as many times as required by the Owners if a Termination Event or a Potential Termination Event has occurred and is continuing.

52.5 Any partial prepayment shall be made together with Breakage Costs (if any), and shall be applied towards reducing the Charterhire Principal Balance in the inverse order of maturity.

53.   CALL OPTION

53.1 The Charterers shall have the option to purchase the Vessel and the right to compel, require and oblige the Owners to enter into an agreement with the Charterers for the sale of the Vessel to the Charterers (the "Call Option") at the Call Option Price.

53.2 The Call Option may only be exercised by the Charterers if:-

(a) a written notice exercising the Call Option is served by the Charterers upon the Owners at least two (2) months before the date on which the Sale to the Charterers is intended to occur;

(b) the Sale to the Charterers takes place after the first (1^st) anniversary of the Actual Delivery Date; and

(c) no Termination Event has occurred and is continuing from the time such notice is served until the Sale to the Charterers has occurred.

53.3 If the Charterers fail to pay the Call Option Price, then the Owner may (but is not bound to) terminate this Charter in accordance with Clause 55.1, in lieu of their right to claim against the Charterer for the Call Option Price.

54.   TERMINATION EVENTS

54.1 Termination Events. Subject to Clause 54.3 (No Termination Event upon change of Approved Manager), each of the following events shall be a "Termination Event"for the purposes of this Charter:-

(a) Non-payment. An Obligor does not pay on the due date any amount payable under any Transaction Document unless such failure to pay is caused by an administrative or technical error or a Disruption Event, and payment is made within three (3) Banking Days of its due date.

(b) Breach of key provisions. Any breach occurs of Clauses 45.l(s) (No money laundering), 45.l(t) (Sanctions), 47.1 (Authorisations), 47.2 (Compliance with laws) 47.9 (Debt Service Retention Account), 47.10 (Merger), 47.16

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(Sanctions), 49 (Insurances), 51 (Financial Covenants) or 52 (Asset Value);

(c) Other obligations. Any Obligor does not comply with any provision of the Transaction Documents (other than those referred to in Clause 54.l(a) (Non- payment) and (b) (Breach of key provisions), provided that no Termination Event will occur if the failure to comply is in the opinion of the Owners (acting reasonably) capable of remedy and is remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) the Charterers and/or the such Obligor becoming aware of the failure to comply.

(d) Misrepresentation. Any representation or statement made or deemed to be made by an Obligor in the Transaction Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, provided that no Termination Event will occur if the circumstances, events or omissions giving rise to such misrepresentation are capable of remedy and are remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) any Charterers and/or such Obligor becoming aware of the failure to comply.

(e) Cross default.

(i) Any Financial Indebtedness of any Obligor or member of the Group is not paid when due nor within any originally applicable grace period.

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(ii) Any Financial Indebtedness of any Obligor or member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(iii) Any commitment for any Financial Indebtedness of any Obligor or member of the Group is cancelled or suspended by a creditor of any Obligor or member of the Group as a result of an event of default (however described).

(iv) Any creditor of any Obligor or member of the Group becomes entitled to declare any Financial Indebtedness of any Obligor or member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(v) Any default under any Financial Indebtedness of any Obligor or any other member of the Group occurs and such default shall cause any Security on any asset of any Obligor or any other member of the Group securing such Financial Indebtedness to become enforceable.

(vi) No Termination Event will occur under this Clause 54.l(e) if:-

(A) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Obligors (other than the Approved Manager) falling within sub-paragraphs (i) to (v) above is less than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in any other currency or currencies); or

(B) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Approved Manager falling within sub-paragraphs (i) to (v) above is less than United States Dollars Three Million (US$3,000,000) (or its equivalent in any other currency or currencies).

(f) Default under Associated BBCs. A "Termination Event" (as defined in any of the Associated BBCs) has occurred and is continuing.

(g) Failure to pay final judgment. Any Obligor or member of the Group fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within fifteen

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(15) days of such final judgment being issued.

(h) Insolvency.

(i) Any Obligor or member of the Group is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(ii) The value of the assets of any Obligor or member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

(iii) A moratorium is declared in respect of any indebtedness of any Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(i) Insolvency proceedings.

(i) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(1) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or member of the Group;

(2) a composition or arrangement with any creditor of any Obligor or member of the Group, or an assignment for the benefit of creditors generally of any Obligor or member of the Group or a class of such creditors;

(3) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or member of the Group or any of its assets; or

(4) enforcement of any security over any assets of any Obligor or member of the Group,

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or any analogous procedure or step is taken in any jurisdiction.

(j) Creditors' process. Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(k) Invalidity or unenforceability of Relevant Documents. Any of the Relevant Documents shall at any time and for any reason (apart from any reason due to the Owners) become invalid or unenforceable or otherwise cease to remain in full force and effect in any respect, or if the validity or enforceability of any of the Relevant Documents shall at any time and for any reason be contested.

(l) Unlawfulness. It is or becomes unlawful for an Obligor to perform any of its obligations under the Relevant Documents.

(m) Repudiation. An Obligor repudiates a Relevant Document or evidences an intention to repudiate a Relevant Document.

(n) Cessation of business. An Obligor suspends or ceases to carry on all or a material part of its business or there is a material change in the business of any Obligor's business.

(o) Shareholding.

(i) The Shareholder ceases to be the sole direct legal and equitable shareholder of the Charterers.

(ii) The Guarantor ceases to be the sole direct legal and equitable, or indirect equitable, shareholder of the Shareholder.

(iii) The Permitted Holders cease to legally, equitably and directly own, or equitably and indirectly own, at least fifty percent (50%) of the issued share capital of the Guarantor.

(iv) The Permitted Holders cease to be the sole direct legal and equitable, or indirect equitable, shareholders of the Approved Manager.

(p) Delisting. The shares of the Guarantors cease to be listed on the Stock Exchange, or are otherwise suspended from trading on the Stock Exchange for more than thirty (30) days.

(q) Failure to release Vessel from arrest. The Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim (other than for

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reasons attributable to the Owners) and is not released in accordance with Clause 48.11 (Prevention of and release from arrest/detention).

(r) Approvals revoked, expired etc.. Any consent, authorisation, licence or approval necessary for the Relevant Documents to be or remain the valid and legally binding obligations of the Obligors, or to enable the Obligors to perform their obligations hereunder or thereunder, shall be adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed, and such situation is not remedied within fourteen (14) days.

(s) Material adverse change. Any other event occurs or any other circumstances arise or develop including, without limitation:-

(i) a change in the business, operations, property or financial condition of any Obligor; or

(ii) any change in the global, economic, political, international money and/or capital markets,

which might reasonably be expected to have a Material Adverse Effect.

(t) Failure on maintenance and repairs. The Charterers fail to rectify any failure to comply with Clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested the Charterers in writing so to do, so that the Insurances are not prejudiced.

(u) Security imperilled. Any Transaction Security is in any way imperilled or in jeopardy.

(v) Non-registration of Vessel. The Vessel is not or ceases to be registered under the Flag State.

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(w) Breach of Environmental Law or Environmental Approval; Environmental Claim. The Charterers or the Approved Manager fail to comply with any Environmental Law or any applicable Environmental Approval or the Vessel has been involved in any incident which gives rise or may give rise to an Environmental Claim against the Vessel, the Charterers and/or the Approved Manager if, in any such case, such non-compliance or incident or the consequences thereof could, in the reasonable opinion of the Owners, and having regard to any insurance cover available to meet any liabilities arising in relation to such incident, reasonably be expected to have a Material Adverse Effect.

(x) Breach of Insurances. The Charterers or any other relevant person fails to maintain or omits to comply with any requirements of the protection and indemnity association or other insurer with which the Vessel is entered for Insurances or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where any the Vessel operates or trades) is liable to cancellation, qualification or exclusion at any time.

54.2 Owners' right to terminate Charter. Upon the occurrence of a Termination Event, the Owners may (but not bound and without prejudice to the Charterers obligations) by written notice to the Charterers terminate this Charter and the chartering of the Vessel under this Charter forthwith and recover any and all amounts due and payable hereunder and/or resulting from such termination and to exercise its rights in the manner as set out in Clause 55.

54.3 No Termination Event upon change of Approved Manager. The occurrence of any event set out in Clause 54.1 (Termination Events) shall not constitute a Termination Event if:-

(a) such event relates solely to the Approved Manager (but not to any other Obligor or the Vessel); and

(b) the Approved Manager is replaced in accordance with Clause 48.1 (Approved Manager):-

(i) within fourteen (14) days of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event; or

(ii) if the grace period set out in sub-paragraph (i) above is not reasonably practicable having regard to the Vessel's contractual commitments at the time, the Charterers shall promptly notify the Owners in writing of the expected time frame, and the Approved Manager shall be so replaced as soon as reasonably practicable but in any event within one

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(1) month of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event.

55.   OWNERS' RIGHTS ON TERMINATION AND EXPIRY OF CHARTER PERIOD

55.1 At any time after a Termination Event shall have occurred and is continuing or the right of the Owners to terminate this Charter under any other provisions of this Charter or at law has arisen, the Owners may, by notice in writing to the Charterers immediately, or on such other date as the Owners shall specify:

(a) if the Vessel has not yet been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners the amounts payable under Clause 56 (Fees, Costs and Expenses) and other amounts payable under the Transaction Documents; or

(b) if the Vessel has already been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners, as liquidated damages, the Termination Sum.

55.2 Upon the giving of notice of termination under Clause 55.1:

(a) the Owners may exercise any other right or remedy which may be available to it at law or in equity, or proceed by appropriate judicial or administrative action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Charter;

(b) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(c) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

55.3 Upon the expiry of the Charter Period, the Charterers shall have paid to the Owners the End Charterhire and other amounts payable under the Transaction Documents, failing which:-

(a) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(b) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

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55.4 Following termination of the chartering of the Vessel hereunder pursuant to Clause 55.1 or the expiry of the Charter Period, the Charterers shall irrevocably continue to comply with their obligations under this Charter, including the payment of all amounts payable under this Charter and the Transaction Documents (including the Termination Sum) and/or compliance with the Owners' request for redelivery of the Vessel under Clause 59 (Redelivery).

55.5 For the purpose of securing to the Owners the due and punctual performance by the Charterers of its obligations under this Charter and any Transaction Documents to which it is a party, the Charterers hereby irrevocably and by way of security appoints the Owners as its attorney on its behalf and in its name or otherwise to execute or sign any document and do any act or thing which it is obliged to do under this Charter or any Transaction Documents to which it is a party, provided that this power of attorney shall only be capable of being exercised by the Owners until the occurrence of a Termination Event which is continuing.

55.6 Upon the expiry of the Charter Period or this Charter is terminated and upon full payment to the satisfaction of the Owners of the End Charterhire (in case of the expiry of the Charter Period) or the Termination Sum (in case of termination of the Charter) and all other amounts payable by the Charterers to the Owners under the Transaction Documents, the Owners shall, for a consideration of US$1, transfer to the Charterers (or its nominee) all of the Owners' rights, title and interest in the Vessel based on such Memorandum of Agreement in form and substance substantially the same as Norwegian Sale Form 2012 (or any updated version of the same) to be agreed and executed by the Owners and the Charterers and subject to the terms under Clauses 43.3, 43.4 and and 43.5. The transfer of ownership of the Vessel referred to in this Clause shall constitute the "Sale to the Charterers".

55.7 If the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), whether or not the Vessel has been delivered to the Charterers:

(a) subject to Clause 55.7A (Charterers' right of first refusal), the Owners shall be entitled (but not bound) to sell the Vessel, without the Charterers' consent, for such price and on such terms and conditions as it may, in its absolute discretion, think fit; and

(b) the gross proceeds of the sale of the Vessel received by the Owners (the "Gross Sale Proceeds") shall, after deduction of:

(i) all evidenced expenses, disbursements, taxes and expenses whatsoever as may have been incurred by the Owners in respect of the sale of the Vessel; and

(ii) any outstanding Termination Sum (in the case of Clause 55.1(b)) or any amounts payable under the Transaction Documents (in the case of Clause 55.l(a) or 55.3),

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be retained by the Owners, only to be paid to the Charterers within fifteen (15) Banking Days after each of the Associated BBCs have terminated and all amounts payable to the Associated Owners under the Associated Transaction Documents have been duly received by the Associated Owners.

If the Gross Sale Proceeds are not sufficient to cover the amounts set out in sub- paragraphs (i) and (ii) above in full, the Charterers shall remain liable for the shortfall according to the terms of this Charter.

55.7A A Charterers' right of first refusal. If the Owners exercise its right to sell the Vessel pursuant to Clause 55.7 through private sale (instead of public auction), the Owners are obliged to notify the Charterers in writing of the proposed sale price (the "Proposed Price") and the proposed terms and conditions (the "Proposed Terms") offered by any third party to the Owners, and, provided that no Termination Event (as defined in the Associated BBCs) has occurred and is continuing, the Charterers shall have the right to purchase (or nominate a purchaser controlled by the Permitted Holders to purchase) the Vessel, to be exercised by the Charterers by written notice to the Owners within three (3) Banking Days of the Charterer's receipt of the said notice:-

(a) at a price no less than the sum of the amounts set out in Clause 55.7(b)(i) and (ii); and

(b) on such terms and conditions, each no less favourable to the Owners than the corresponding term or condition in the Proposed Terms or the Norwegian Sale Form 2012 (or any updated version of the same) (whichever is more favourable to the Owners),

and in any event subject to the requirements set out in Clauses 43.3 43.4 and 43.5.

55.8 If the Vessel has already been delivered to the Charterers and the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), the Owners shall be entitled (but not bound) to retain ownership title to the Vessel by declaration in writing to the Charterers:-

(a) declaring that the Owners shall retain ownership of the Vessel pursuant to this Clause;

(b) setting out the Market Value as of the Termination Date (in case of Clause 55.1) or as of the expiry of the Charter Period (in case of Clause 55.3); and

(c) setting out the difference between the Market Value and the Termination Sum (in the case of Clause 55.l(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3).

If the Market Value as of the Termination Date (in case of Clause 55.1) or the expiry of the Charter Period (in case of Clause 55.3) is less than the Termination Sum (in the

68

case of Clause 55.l(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3), the Charterers shall remain liable to pay to the Owners such difference according to the terms of this Charter.

55A.   OWNERS' DEFAULT

(a) If, in the absence of any Termination Event which is continuing, the Vessel is arrested or otherwise detained as a result of the Owners' direct actions or omissions, the Owners shall at their own expense take all reasonable steps, including the provision of bail, to procure that the Vessel is released within a reasonable period of time.

(b) If any arrest or detention of the Vessel referred to in paragraph (a) above continues for a period of more than forty-five (45) days, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the notice period required under Clause 53.2(a) shall be shortened to ten (10) Banking Days before the date on which the Sale to the Charterers is intended to occur;

(ii) the requirement under Clause 53.2(b) shall not apply; and

(iii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b), (c) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

(c) Upon the termination of this Charter and the Sale to the Charterers pursuant to the procedure set out above, any liabilities and obligations of the Owners to the Charterers under the Transaction Documents, at law or otherwise shall be extinguished and fully discharged. The Parties agree that the Charterers' remedies in respect of any breach by the Owners of the Transaction Documents shall be limited to those set out in this Clause 55A.

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56.  FEES, COSTS AND EXPENSES

56.1 Upfront Fee. The Charterers shall pay the Owners a non-refundable upfront fee (the "Upfront Fee") pursuant to the terms of the Fee Letter.

56.2 Transaction expenses. The Charterers shall, within ten (I 0) Banking Days of demand, pay the Owners the amount of all properly documented costs and expenses (including legal fees) reasonably incurred by the Owners in connection with:-

(a) the negotiation, preparation, printing and execution of:-

(i) this Charter and any other documents referred to in this Charter;

(ii) any other Transaction Documents executed after the date of this Charter; and

(b) delivery of the Vessel under the MOA and this Charter.

56.3 Amendment costs. If an Obligor requests an amendment, waiver or consent, the Charterers shall, within ten (10) Banking Days of demand, reimburse the Owners for the amount of all costs and expenses (including legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement.

56.4 Enforcement costs. The Charterers shall, within three (3) Banking Days of demand, pay to the Owners the amount of all costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Transaction Document.

57.  ASSIGNMENT AND SET-OFF

57.1 This Charter shall be binding upon and enure for the benefit of the Owners and the Charterers and their respective successors and permitted assigns.

57.2 The Charterers shall not be entitled to assign or transfer any of their rights or obligations under this Charter, unless with the prior written consent of the Owners.

57.3 In addition to the right of the Owners to assign or transfer under Clause 42 and 43, the Owners may at any time assign or transfer any or all of its rights and/or obligations under this Charter and/or the other Transaction Documents to any bank, financial institution, trust, fund or other entity (or their nominees) without the prior consent of the Charterers. ICBC Financial Leasing Co., Ltd. may at any time after the Actual Delivery Date assign or transfer its ownership in the Owners to any of the aforementioned entities without the prior written consent of the Charterers. For the avoidance of doubt, any such assignment or transfer shall (i) be at the Owners' cost, (ii) not affect the Charterers' right of quiet enjoyment of the Vessel under this Charter and (iii) shall not result in any additional cost, liabilities or undertakings on the part of Charterers. The Charterers shall,

70

at the cost of the Owners, provide reasonable assistance in effecting any such transfer or assignment, including to enter into (and procure the other Obligors to enter into) novations, transfer agreements and acknowledgements of notices.

57.4 Without prejudice to any right of set-off, combination of accounts, lien or other rights which the Owners are at any time entitled whether by operation of law or contract or otherwise, the Owners may (but shall not be obliged to) set off against any obligation of the Charterers due and payable by it hereunder without prior notice any moneys held by the Owners for the account of the Charterers at any office of the Owners anywhere and in any currency. The Owners may effect such currency exchanges as are appropriate to implement such set-off and shall provide notice to the Charterers after such set-off.

58.   CONFIDENTIALITY

58.1 The Owners and the Charterers agree (and the Charterers shall procure the Obligors and the members of the Group to) keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 58.2 and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

58.2 A receiving party of any Confidential Information may disclose such Confidential Information:

(a) to its board of directors, officers and employees (on a need to know basis), shareholders, tax legal financial and other professional advisors and rating agencies;

(b) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(c) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(d) in the case of the Owners as the receiving party of such Confidential Information, to any person:

(i) to any actual or potential financier providing funding for the acquisition or refinancing of the Vessel;

(ii) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Transaction Documents and to any of that person's Affiliates, representatives and professional advisers;

(iii) to whom ICBCL Financial Leasing Co., Ltd. assigns or transfers (or

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may potentially assign or transfer) its shareholding in the Owners pursuant to Clause 57.3;

(e) in the case of the Charterers, any other Obligor or any member of the Group being the receiving party of such Confidential Information, to the classification society and the Flag State as may be necessary in connect with the transaction contemplated under the Transaction Documents;

(f) to any other party to the Transaction Documents; or

(g) with the prior written consent of the disclosing party.

59.  REDELIVERY

59.1 Upon termination or expiry of this Charter, unless there is a Sale to the Charterers, the Owners shall have the right (but not bound) to require the Charterers to redeliver the Vessel to the Owners within thirty (30) days from the Termination Date or the expiry of the Charter Period:

(a) at the Vessel's current or next port of call, or at a port or place convenient to them without hindrance or interference to the Charterers, courts or local authorities; and

(b) with her class maintained without any conditions or recommendation; and

(c) free of average damage affecting the Vessel's class; and

(d) with all the Vessel's classification, trading, national and international certificates that the Vessel had when she was delivered under this Charter and the log book and whatsoever necessary relating to the operation of the Vessel, valid and un-extended without conditions or recommendation falling due for a minimum of three (3) months from the time of redelivery; and

(e) in the same or as good structure, state, condition and class as that in which she was deemed delivered under Clauses 3, 33 and 34 fair wear and tear not affecting class excepted; and

(f) with all such spare parts and other equipment she had at the time of delivery under this Charter together with all alterations made to the Vessel during the Charter Period without any cost to the Owners; and

(g) with all information generated during the Charter Period in respect of the physical condition of the Vessel onboard the Vessel and within the Charterers' possession.

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59.2 The Charterers shall give the Owners not less than thirty (30) days' notices of the expected geographical range of redelivery.

59.3 Pending physical repossession of the Vessel in accordance with Clause 59.1, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

60.   COMMUNICATIONS

60.1 Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, email address (if any) or fax number appearing below (or at such other address, email address or fax number as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Owners:
Address:	c/o ICBC Financial Leasing Co., Ltd.
	10/F, Bank of Beijing Building, l 7(C) Jinrong Street Xicheng District, Beijing, People's Republic of China
Email:	kouguangchao@icbcleasing.com
Attn:	Mr. Kevin Kou
Fax:	n/a
In the case of the Charterers:
Address:	c/o TMS Bulkers Ltd.
	Athens Licensed Shipping Office 11 Fragkokklisias Street, GR 151 25 Marousi, Athens, Greece
Email:	finance@tms-management.org
Attn:	Mr. Dimitris Glynos
Fax:	+30 210 8090205
Tel:	+30 216 2006213

A written notice includes a notice by email (if the recipient has provided its email address as an official mode of communication to the sender). Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email within twenty-four (24) hours of sending the relevant email or a delivery receipt message is received by the sender in respect of the relevant email. Facsimile acknowledged by the answerbacks shall be deemed to be delivered upon dispatch.

60.2 All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

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61.   MISCELLANEOUS

61.1 Time shall be of the essence of this Charter but no failure or delay on the part of any party to this Charter to exercise any power, right or remedy under any Transaction Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by any party to this Charter of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

61.2 any amendment or waiver of any provision of this Charter or any other Transaction Documents shall only be effective if the Owners and the Charterers so agree in writing. Any consent by the Owners under this Charter or any Transaction Document must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Owners and shall be effective only in the instance and for the purpose for which it is given.

61.3 The remedies provided in this Charter and any Transaction Document are cumulative and are not exclusive of any remedies provided by law.

61.4 If any provision of this Charter and any Transaction Document is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

61.5 This Charter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Charter by signing any such counterpart.

61.6 Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

61.7 In the event of any inconsistency in the terms set out in Part I and Part II of this Charter and the Additional Clauses (i.e. Clauses 32 to 62 and Schedules I to 5) of this Charter, then the terms of the Additional Clauses shall prevail.

62.LAW AND DISPUTE RESOLUTION

62.1 This Charter and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

62.2 (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Charter (including any dispute regarding the existence, validity or termination of this Charter) (a "Dispute").

(b) The Owners and the Charterers agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

.

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(c) This Clause 62.2 is for the benefit of the Owners only. As a result, the Owners shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

62.3 The Charterers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

62.4 Without prejudice to any other mode of service allowed under any relevant law, the Charterers:-

(a) irrevocably appoints Ince Process Agents Limited of 2 Leman Street, London El 8QN, London, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Transaction Document to which it is a party; and

(b) agrees that failure by the process agent to notify the Charterers of the process will not invalidate the proceedings concerned.

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SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	Fixed Charterhire (US$)
		Bacon
1.	Actual Delivery Date	19,000,000 (the "Advance Charterhire Amount")
2.	Date falling 3 months after the Actual Delivery Date	316,667
3.	Date falling 6 months after the Actual Delivery Date	316,667
4.	Date falling 9 months after the Actual Delivery Date	316,667
5.	Date falling 12 months after the Actual Delivery Date	316,667
6.	Date falling 15 months after the Actual Delivery Date	316,667
7.	Date falling 18 months after the Actual Delivery Date	316,667
8.	Date falling 21 months after the Actual Delivery Date	316,667
9.	Date falling 24 months after the Actual Delivery Date	316,667
10.	Date falling 27 months after the Actual Delivery Date	316,667
11.	Date falling 30 months after the Actual Delivery Date	316,667
12.	Date falling 33 months after the Actual Delivery Date	316,667
13.	Date falling 36 months after the Actual Delivery Date	316,667
14.	Date falling 39 months after the Actual Delivery Date	316,667
15.	Date falling 42 months after the Actual Delivery Date	316,667
16.	Date falling 45 months after the Actual Delivery Date	316,667
17.	Date falling 48 months after the Actual Delivery Date	316,667
18.	Date falling 51 months after the Actual Delivery Date	316,667
19.	Date falling 54 months after the Actual Delivery Date	316,667
20.	Date falling 57 months after the Actual Delivery Date	316,667
21.	Date falling 60 months after the Actual	316,667

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	Delivery Date
22.	Date falling 63 months after the Actual Delivery Date	316,667
23.	Date falling 66 months after the Actual Delivery Date	316,667
24.	Date falling 69 months after the Actual Delivery Date	316,667
25.	Date falling 72 months after the Actual Delivery Date	316,667
26.	Date falling 75 months after the Actual Delivery Date	316,667
27.	Date falling 78 months after the Actual Delivery Date	316,667
28.	Date falling 81 months after .the Actual Delivery Date	316,667
29.	Date falling 84 months after the Actual Delivery Date	316,667
30.	Date falling 87 months after the Actual Delivery Date	316,667
31.	Date falling 90 months after the Actual Delivery Date	316,667
32.	Date falling 93 months after the Actual Delivery Date	316,667
33.	Date falling 96 months after the Actual Delivery Date	9,183,323 (the "End Charterhire Amount")
Total Fixed Charterhire Payable (i.e. the Charterhire Principal)		38,000,000

Notes:

(a)The above dates are subject to adjustment pursuant to Clause 38.1(c).

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SCHEDULE 2

INTEREST RELATED PROVISIONS

AINTEREST RATE

1 Subject to the provisions of this Section A, the rate of interest on the Charterhire Principal Balance in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.

2 The Owners shall notify the Charterers of each rate of interest as soon as reasonably practicable after each is determined by the Owners.

3Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) Dollars; or

(ii) an Interest Period and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of 11 a.m. (London time) on the Quotation Date and for a period equal in length to that Interest Period.

(c) Cost of funds: If sub-paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period, there shall be no LIBOR and paragraph 6 (Cost of funds) shall apply to that Interest Period.

4 Calculation of Reference Bank Rate

(a) Subject to sub-paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by or about noon (London time) on the Quotation Date, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon (London time) on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

5 Market disruption and discontinuance of LIBOR

(a) If the Owners have obtained refinancing from the Mortgagee, and the interest rate under the refinancing is adjusted pursuant to the terms thereof due to the funding cost of the Mortgagee (which, for this purpose, includes any participating bank in the refinancing loan) being in excess of LIBOR, then paragraph 6 (Cost of funds) shall apply for the relevant Interest Period.

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(b) If it becomes apparent to the parties hereto that the Screen Rate for LIBOR will be discontinued indefinitely in the London interbank market, if the Owners so requires (such request to be made no earlier than ninety (90) days before the scheduled date of such discontinuance of LIBOR), the Owners and the Charterers shall enter into negotiations with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis so agreed shall be binding on the Owners and the Charterers.

6Cost of funds

(a) If this paragraph 6 applies, the rate of interest for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified by the Owners to the Charterers as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum either (I) the cost of funding of the Mortgagee as may be notified by the Mortgagee to the Owners from time to time or (2) (if the Owners have not obtained any refinancing from a Mortgagee), the cost of funding of banks generally as may be reasonably determined by the Owners with reference to cost of funding notified to the Owners' Affiliates by their lenders from time to time.

(b) If this paragraph 6 applies and Owners or the Charterers so requires, Owners and the Charterers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall be binding on the Owners and the Charterers.

(d) If the rate of interest is determined in accordance with paragraph (a) above for two (2) or more consecutive Interest Periods, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the requirement under Clause 53.2(b) shall not apply; and

(ii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

BINTEREST PERIOD

1 The first Interest Period applicable to the Charterhire Principal Balance shall commence on the Actual Delivery Date and subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

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2 Subject to the other Clauses in this section, each Interest Period shall be three (3) months or such other period as notified by the Owners to the Charterers. No Interest Period shall overrun a Payment Date and shall instead end of such Payment Date.

3 In respect of an instalment of the Fixed Charterhire due to be paid under Clause 37 (Charterhire) on a particular Payment Date, an Interest Period shall end on that Payment Date.

CDEFAULT INTEREST

1 An Obligor shall pay interest in accordance with the following provisions of this Section C on any amount payable by that Obligor under any Transaction Document which the Owners do not receive on or before the relevant date, that is:

(a) the date on which such Transaction Document provides that such amount is due for payment; or

(b) if such Transaction Document provides that such amount is payable on demand, the date falling three (3) Banking Days after the day on which the demand is served; or

(c) if such amount has become forthwith due and payable under Clause 55.1, the date on which it becomes forthwith due and payable.

2 Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Owners to be eight percent (8%) above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted part of the Charterhire Principal Balance in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Owners acting reasonably.

3 If any overdue amount consists of all or part of the Fixed Charterhire which became due on a day which was not the last day of an Interest Period relating to the Charterhire Principal Balance:-

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

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be six percent (6%) higher than the rate which would have applied if the overdue amount had not become due.

4 The Owners shall promptly notify the Charterers of each interest rate determined under paragraph 3 above and of each Interest Period selected for the purposes of paragraph 2; but this shall not be taken to imply that the Charterers are liable to pay such interest only with effect from the date of the Owners' notification.

5 Subject to the other provisions of this Charter, any interest due under this Section C shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Owner.

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

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SCHEDULE 3

FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER BAREBOAT CHARTER FOR M.V. "BACON"

m.v. "Bacon" with IMO no. 9639517 (the "Vessel") was delivered to and accepted by Serenity Owners Inc. as charterers of the Vessel, pursuant to the Bareboat Charter dated [•] and made with Hai Kuo Shipping 1621 Limited as Owners of the Vessel, at[•] hours([•] Time) on[•] at[•].

for and on behalf of Serenity Owners Inc.	for and on behalf of Hai Kuo Shipping 1621 Limited
Name: Title:	Name: Title:

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82

SCHEDULE 4

AMOUNTS UNDER PARAGRAPH (b) OF

THE DEFINITION OF TERMINATION SUM

	Time period during which this Charter is terminated		Amount (US$)
	Start Date (inclusive)	End Date (exclusive)	Bacon
1.	Actual Delivery Date	Date falling 3 months after the Actual Delivery Date	19,475,000
2.	Date falling 3 months after the Actual Delivery Date	Date falling 6 months after the Actual Delivery Date	19,150,416
3.	Date falling 6 months after the Actual Delivery Date	Date falling 9 months after the Actual Delivery Date	18,825,833
4.	Date falling 9 months after the Actual Delivery Date	Date falling 12 months after the Actual Delivery Date	18,501,249
5.	Date falling 12 months after the Actual Delivery Date	Date falling 15 months after the Actual Delivery Date	18,176,665
6.	Date falling 15 months after the Actual Delivery Date	Date falling 18 months after the Actual Delivery Date	17,852,082
7.	Date falling 18 months after the Actual Delivery Date	Date falling 21 months after the Actual Delivery Date	17,527,498
8.	Date falling 21 months after the Actual Delivery Date	Date falling 24 months after the Actual Delivery Date	17,202,914
9.	Date falling 24 months after the Actual Delivery Date	Date falling 27 months after the Actual Delivery Date	16,878,331
10.	Date falling 27 months after the Actual Delivery Date	Date falling 30 months after the Actual Delivery Date	16,553,747
11.	Date falling 30 months after the Actual Delivery Date	Date falling 33 months after the Actual Delivery Date	16,229,163
12.	Date falling 33 months after the Actual Delivery Date	Date falling 36 months after the Actual Delivery Date	15,904,580
13.	Date falling 36 months after the Actual Delivery Date	Date falling 39 months after the Actual Delivery Date	15,579,996
14.	Date falling 39 months after the Actual Delivery Date	Date falling 42 months after the Actual Delivery Date	15,255,412

83

15.	Date falling 42 months after the Actual Delivery Date	Date falling 45 months after the Actual Delivery Date	14,930,829
16.	Date falling 45 months after the Actual Delivery Date	Date falling 48 months after the Actual Delivery Date	14,606,245
17.	Date falling 48 months after the Actual Delivery Date	Date falling 51 months after the Actual Delivery Date	14,281,661
18.	Date falling 51 months after the Actual Delivery Date	Date falling 54 months after the Actual Delivery Date	13,957,078
19.	Date falling 54 months after the Actual Delivery Date	Date falling 57 months after the Actual Delivery Date	13,632,494
20.	Date falling 57 months after the Actual Delivery Date	Date falling 60 months after the Actual Delivery Date	13,307,910
21.	Date falling 60 months after the Actual Delivery Date	Date falling 63 months after the Actual Delivery Date	12,983,327
22.	Date falling 63 months after the Actual Delivery Date	Date falling 66 months after the Actual Delivery Date	12,658,743
23.	Date falling 66 months after the Actual Delivery Date	Date falling 69 months after the Actual Delivery Date	12,334,159
24.	Date falling 69 months after the Actual Delivery Date	Date falling 72 months after the Actual Delivery Date	12,009,575
25.	Date falling 72 months after the Actual Delivery Date	Date falling 75 months after the Actual Delivery Date	11,684,992
26.	Date falling 75 months after the Actual Delivery Date	Date falling 78 months after the Actual Delivery Date	11,360,408
27.	Date falling 78 months after the Actual Delivery Date	Date falling 81 months after the Actual Delivery Date	11,035,824
28.	Date falling 81 months after the Actual Delivery Date	Date falling 84 months after the Actual Delivery Date	10,711,241
29.	Date falling 84 months after the Actual Delivery Date	Date falling 87 months after the Actual Delivery Date	10,386,657
30.	Date falling 87 months after the Actual Delivery Date	Date falling 90 months after the Actual Delivery Date	10,062,073
31.	Date falling 90 months after the Actual Delivery Date	Date falling 93 months after the Actual Delivery Date	9,737,490
32.	Date falling 93 months after the Actual Delivery Date	Date falling 96 months after the Actual Delivery Date	9,412,906

84

33. On or after the date falling 96 months after the Actual Delivery Date 0

85

SCHEDULE 5

EXISTING LEGAL PROCEEDINGS

1. An investigation was carried out by Chinese authorities in connection with an alleged collision of the vessel Catalina with a fishing boat while enroute to Indonesia on May 7, 2016. The vessel remained detained in Ningbo, China and was released during July 2016. Following determination of the Chinese Maritime authorities on the apportionment of inter ship liability, the P&I Club proceeded with the settlement of the property damage claim of the owners of the fishing boat. Crew claims were separately settled by such club. The criminal proceedings in relation to such case are now closed.

2. HPOR Servicos De Consultaria Ltda ("HPOR") on September 1, 2016 commenced London arbitration references against, among others, the Guarantor, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, the Guarantor for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. The Guarantor is disputing such allegations and have counterclaimed repayment of the commission already paid to HPOR. On March 7, 2018, the Tribunal issued awards in each of the references disallowing HPOR's claims and allowing the counterclaims brought by the Guarantor. HPOR has since filed an application with the Court of Appeals in the U.K. for leave to appeal the arbitration awards.

3. On July 4, 2017, the Guarantor announced that the Guarantor and Mr. Economou had been named as defendants in a lawsuit filed in High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest. The plaintiff sought, among other things, a temporary restraining order and preliminary injunction to suspend any further issuances of our new shares of commons stock by the Guarantor at a price per share below the price specified by the plaintiff in the complaint, as well as certain other compensatory and punitive damages specified in the complaint. On July 24, 2017, the High Court of the Marshall Islands (the "Court") issued an order denying plaintiffs motion for a preliminary injunction. On August 10, 2017, the plaintiff filed a first amended complaint that added a new plaintiff, and was styled as a direct action only, alleging three new counts for breach of fiduciary duties and constructive fraud, and removing certain of the counts asserted in the original complaint. The plaintiffs requested to proceed pro se and on August 16, 2017, the Court granted a motion to withdraw filed by plaintiffs' counsel. On August 22, 2017, now acting pro se, plaintiffs filed a motion for leave to file a second amended complaint, making certain changes to the allegations of the first amended complaint and propounding an additional count for breach of fiduciary duties. The most recent complaint seeks compensatory damages of$ 1.56 million and treble punitive damages of $4.68 million against Mr. Economou, and requests injunctive and equitable relief against the Guarantor. The Guarantor and Mr. Economou believe the complaint, as amended, to be without merit and filed motions to dismiss the second amended complaint. At the oral argument on defendants' motions to dismiss, held on February 2, 2018, the Court announced that it was inclined to grant both motions to dismiss, and directed the parties to submit proposed orders on or before February 23, 2018. The Court stated that after the Court received and reviewed all timely proposed orders, it would issue final decisions in writing. On February 26, 2018, plaintiff filed a motion for voluntary dismissal without prejudice. On March 6, 2018, defendants filed a joint opposition to plaintiff's motion for voluntary dismissal and moved to strike plaintiffs notice of dismissal and for the entry of dismissal with prejudice, which plaintiff

86

opposed. The Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiff filed a new action in the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.). To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and intend to contest the allegations in the Texas action.

4. On August 2, 2017, a purported class action complaint was filed in the United States District Court for the Eastern District of New York (No. l 7-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, the Guarantor and two of the Guarantor's executive officers. The complaint alleges that the Guarantor and two of our executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Guarantor will respond to the complaint by the appropriate deadline to be set in the future, which is presently set at May 25, 2018. To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and plan to vigorously defend themselves against the allegations.

5. On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017- 198) by certain Ocean Rig Creditors against, among others, the Guarantor and two of its executive officers (who currently are directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(l), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. The Guarantor (and all other defendants) moved to dismiss the case on October 31, 2017, and the motion has been briefed. In a scheduling conference held on February 14, 2018 in the Marshall Islands, the Court scheduled oral argument to proceed on June 6, 2018. The Guarantor is not in a position at this time to express an opinion as to the ultimate outcome of this matter, or to provide an estimate on the amount or range of any potential loss. To the best of the Guarantor's knowledge after making due enquiry and investigation, the allegations are frivolous and without merit.

Ocean Rig has funded a preserved claims trust (the "PCT"). The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig Creditors. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all of the scheme creditors in the restructuring.

The Guarantor received a subpoena from the US Securities and Exchange Commission requesting certain documents and information from the Guarantor in connection with offerings made by the Guarantor between June 2016 and July 2017. The Guarantor is providing the requested information to the SEC.

6. During September 2017, the vessels Majorca and Marbella experienced two grounding incidents with approximately total off-hire days of 82 days and 33 days, respectively, while the total recoverable cost is estimated to be $1.8 million and $0.6 million, respectively, which will be covered by the Guarantor's H&M insurers.

Notes:

87

a. None of the above-stated legal proceedings have any connection with the Vessel or the Obligors (other than the Guarantor).

b. None of the above-stated legal proceedings would potentially attract criminal or other liability other than pecuniary civil liability.

88

SIGNATURE PAGE

OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1621 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
/s/ Vesta Chan
Signature of witness:
Name:  Vesta Chan
Title:

CHARTERERS
EXECUTED and DELIVERED as a DEED	)
for and on behalf of	)
SERENITY OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvar Tournis	)	/s/ Savvar Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
/s/ Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Title:  Attorney-at-Law
52 Ag. Konstantinou Street – 151 24 Marousi Athens, Greece Tel:  +30 210 6140580

89

EX-4.100

Exhibit 4.100

m.v. “Castellani”

ADDITIONAL CLAUSES

to the Bareboat Charter dated          4 May          2018

between

HAI KUO SHIPPING 1622 LIMITED

(as Owners)

And

KAHUNA OWNERS INC.

(as Charterers)

in respect of

m.v. "Castellani"

DEFINITIONS AND INTERPRETATION

32.1 In this Charter, unless the context otherwise requires, the following expressions shall have the following meanings:

"Account Bank" means ABN AMRO BANK N.V.;

"Account Pledge" means the first priority pledge agreement over the Earnings Account and the Debt Service Retention Account entered or to be entered into by the Charterers in favour of the Owners, in form agreed between the Parties;

"Actual Delivery Date" has the meaning given to it in Clause 33.1 of this Charter;

"Advance Charterhire" has the meaning given to it in Schedule 1 (Payment Dates and Fixed Charterhire);

"Affiliates" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Approved Brokers" has the meaning given to it in Clause 49.l of this Charter;

"Approved Manager" means TMS Bulkers Ltd., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, or such other company appointed by the Charterers as the technical and commercial manager of the Vessel with the Owners' prior written consent or in accordance with Clause 48.1 (Approved Manager);

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m.v. “Castellani”

“Approved Valuer” means any of Braemar ACM Shipbroking, Fearnleys Shipping AS, Lorentzen & Stemoco AS, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd (SSY), VesselsValue Ltd, Arrow Valuations Ltd., Compass Maritime Services, LLC, Barry Rogliano and Salles (BRS), Golden Destiny S.A., Galbraiths Limited Shipbrokers, Howe Robinson, Maersk Brokers or such other international independent and reputable ship sale and purchase shipbroker as may from time to time be appointed by the Owners acting reasonably;

“Assignment of Charter” has the meaning given to such term in Clause 48.lS(b) (Restrictions on sub-chartering, appointment of managers etc.);

“Assignment of Management Agreement” means the first priority deed of assignment of the Management Agreement, executed or to be executed by the Charterers as assignor and the Owners as assignee, being in form agreed between the Parties;

“Associated BBCs” has the meaning given to it in the Intercreditor Deed;

“Associated Charterers” has the meaning given to it in the Intercreditor Deed;

“Associated Obligors” has the meaning given to it in the Intercreditor Deed;

“Associated Owners” has the meaning given to it in the Intercreditor Deed;

“Associated Transaction Documents” has the meaning given to it m the Intercreditor Deed;

“Associated Vessels” has the meaning given to it in the Intercreditor Deed;

“Authorisation” means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

“Banking Day” means a day (other than a Saturday or a Sunday) on which banks are generally open for business in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing; and (iii) in relation to any matter relating to LIBOR (including the Quotation Date), London;

“Breakage Costs” means all costs (including without limitation any funding, foreign exchange or other losses (whether constituting a loss of profit, loss of contract, loss of revenue or otherwise) or any expense, premium or penalty, but excluding any loss of profit on the portion of the Variable Charterhire attributable to the Margin) which the Owners sustains or incurs in respect of any liquidation, prepayment or redeployment.

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of funds borrowed, contracted for or utilised to fund the Owners in connection with its acquisition, financing or the refinancing, and disposal of the Vessel, including without limitation such costs incurred as a consequence of:-

(a) the Owners terminating this Charter pursuant to the terms hereof; and/or

(b) the lease of the Vessel under this Charter being prevented or terminated early due to the occurrence of a Termination Event or Total Loss; and/or

(c) any prepayment of the Charterhire Principal Balance pursuant to Clause 52.2(b); and/or

(d) the exercise of the Call Option by the Charterers;

“Call Option” has the meaning given to it in Clause 53 of this Charter;

“Call Option Price” means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers takes place; and

(b) One Hundred Point Five percent (100.5%) of the Charterhire Principal Balance as at the date on which the Sale to the Charterers takes place;

“Charterers” means Kahuna Owners Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

“Charterhire” means, in respect of each or, as the context may require, any Payment Date, the aggregate amount of the Fixed Charterhire and the Variable Charterhire payable on each or such Payment Date in accordance with Clause 37;

“Charterhire Principal” means Twenty-Four Million Dollars only (US$24,000,000), being the aggregate amount of Fixed Charterhire payable on the Payment Dates under this Charter;

“Charterhire Principal Balance” means the Charterhire Principal as may be reduced by payments or prepayments of Fixed Charterhire by the Charterers to the Owners under this Charter;

“Charter Period” has the meaning given to it in Clause 36.1 of this Charter;

“Classification Society” means the classification society as named in Box I0, or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies and with the Owners’ prior written consent;

“Code” means the US Internal Revenue Code of 1986, as amended, supplemented or replaced from time to time;

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“Confidential Information” means:-

(a) where the Owners are the receiving party, all information relating to the Charterers, any Obligor, the Group and/or the Relevant Documents of which the Owners become aware in its capacity as, or for the purpose of becoming, the Owners which is received by the Owners in relation to, or for the purpose of becoming the Owners under, the Transaction Documents from any Obligor or member of the Group or any of its advisers; or

(b) where the Charterers or any Obligor is the receiving party, all information relating to the Owners and its affiliates of which the Charterer or any Obligor becomes aware in its capacity as, or for the purpose of becoming, the Charterers which is received by the Owners in relation to, or for the purpose of becoming an Obligor under, the Transaction Documents from the Charterers or any of its affiliates or advisers,

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

(i) is or becomes public information other than as a direct or indirect result of any breach by the receiving party of Clause 58.1; or

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

(iii) is known by the receiving party before the date the information is disclosed to it in accordance with this definition or is lawfully obtained by the receiving party after that date, from a source which is, as far as the receiving party is aware, unconnected with the disclosing party and which, in either case, as far as the receiving party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

“Debt Service Retention Account” means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL21ABNA08 l 885l 678.

“Disruption Event” means either or both of:

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

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

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

(ii) from communicating with other Parties in accordance with the terms of the Transaction Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

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

“Earnings Account” means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL54ABNA08 l 7696881.

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, security interest or other encumbrance of any kind in each case, securing or conferring any priority of payment in respect of any obligation of any person and includes any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any applicable law;

“End Charterhire” has the meaning given to such term in Schedule 1(Payment Dates and Fixed Charterhire);

“Environmental Approvals” means all material approvals, licences, permits, exemptions or authorisations required under applicable Environmental Laws;

“Environmental Claim” means:

(a) any claim by, or directive from, any applicable governmental, judicial or other regulatory authority alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident; or

(b) any claim by any other third party howsoever relating to or arising out of Environmental Incident;

and, in each such case, “claim” shall means a claim for damages, cleanup costs, compliance, remedial action or otherwise;

“Environmental Incident” means:

(a) any release of Environmentally Sensitive Material from the Vessel;

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(b) any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and where the Vessel is actually or potentially liable to be arrested as a result and/or the Charterers or the Approved Manager or any manager of the Vessel are actually or allegedly at fault or otherwise liable;

“Environmental Laws” means all Jaws, regulations, proclamations, orders, conventions and agreements whatsoever relating to pollution or protection of the environment (including, without limitation International Convention on Civil Liability for Oil Pollution Damage, the United States Oil Pollution Act of I990 (as same may be amended and/or re-enacted from time to time, the “Oil Pollution Act”), United States Comprehensive Environmental Responses, Compensation and Liability Act and any comparable United States federal Jaws or Jaws of the individual States of the United States of America) all as amended or supplemented from time to time;

“Environmentally Sensitive Material” means oil, oil products, any other substance which is polluting, toxic or hazardous or any substance the release of which into the environment is regulated, prohibited or penalised by or pursuant to any Environmental Laws;

“Fee Letter” means the fee Jetter entered or to be entered into between the Owners and the Charterers in respect of the payment of Upfront Fee, such Jetter to be in form agreed between the Parties;

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, Jaw or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any Jaw or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, Jaw or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

“FATCA Deduction” means a deduction or withholding from a payment under a Transaction Document required by FATCA;

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction;

“FATCA FFI” means a foreign financial institution as defined in section 147l(d)(4) of the Code which, if the Owners are not a FATCA Exempt Party, could be required to make a FATCA Deduction;

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

(a) moneys borrowed;

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

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

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

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

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

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

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

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

“Fixed Charterhire” means the amounts set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column “Fixed Charterhire”;

“Flag State” means (i) in respect of ownership title registration, the Marshall Islands and (ii) in respect of bareboat charter registration, Malta, or such other flag state of the Vessel as may be changed according to Clause 44.2;

“GAAP” means generally accepted accounting principles as effective from time to time in the United States of America;

“General Assignment” means the general assignment and subordination, incorporating:-

(a) a first priority deed of assignment of:-

(i) the Charterers’ rights and interests in the Vessel’s earnings, insurances and requisition compensation and certain contracts of the Charterers; and

(ii) the Approved Manager’s rights and interests in the Vessel’s insurances; and

(b) a subordination of indebtedness owed by the Charterers to the Approved Manager,

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executed or to be executed by the Charterers and the Approved Manager as assignors and the Owners as assignee, in form agreed between the Parties;

“Governmental Agency” means any government or any governmental agency, semi- governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute);

“Group” means the Guarantor, and “member of the Group” shall be construed according]y;

“Guarantee” means the guarantee and indemnity executed or to be executed by the Guarantor in favour of the Owners in respect of the Obligors’ obligations under the Transaction Documents, being in form agreed between the parties thereto;

“Guarantor” means Dryships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary;

“Indebtedness” means any obligation for the payment or repayment of money, whether as principal or as surety, present, actual or contingent, primary, several or joint or secured or unsecured;

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

“Insurances” means (a) any and all contracts and/or policies of insurance required to be in place, taken out, effected and maintained according to any provisions of this Charter, by or for the benefit of the Owners and/or the Mortgagee and/or the Charterers and/or the Approved Manager (whether in the sole name or joint names of one or more of such entities or otherwise) in respect of the Vessel or otherwise howsoever in connection therein; and (b) all rights, benefits and other assets relating to, or deriving from, any of the foregoing, including claims of whatsoever nature and return of premium;

“Intercreditor Deed” means the intercreditor agreement (if any) entered or to be entered into between (i) the Owners and the Charterers in respect of the Vessel and (ii) other owners and charterers in respect of other vessels, and designated as the Intercreditor Deed by the Owners and the Obligors;

“Interest Period” means a period determined in accordance with Section B (Interest Period) of Schedule 2 (Interest Related Provisions);

“Interpolated Screen Rate” means, in relation to LIBOR, the rate (rounded upwards to four decimal places) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is Jess than the period for which interest rate is to be determined; and

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(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the period for which interest rate is to be determined,

each as of I1.00am (London time) on the Quotation Date for Dollars;

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organisation and incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant to it (and the terms “safety management system”, “Safety Management Certificate” and “Document of Compliance” have the same meanings as are given to them in the ISM Code);

“ISPS Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organisation incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant to it;

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

“LIBOR” means, in relation to an Interest Period:

(a) the applicable Screen Rate as of 11 a.m. (London time) on the Quotation Date for Dollars and for a period equal in length to that Interest Period; or

(b) as otherwise determined pursuant to paragraph 3 (Unavailability of Screen Rate) of Section A (Interest Rate) to Schedule 2 (Interest Related Provisions),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

“Losses” means all losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature;

“Major Casualty” means any casualty to the Vessel respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible exceeds One Million only (US$1,000,000.00) or the equivalent in any other currency;

“Management Agreement” means the technical and commercial management agreement in respect of the Vessel executed or to be executed between the Charterers as disponent owner and the Approved Manager as manager;

“Margin” means:

(a) subject to paragraph (b) below, two point eight five percent (2.85%) per annum; and

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(b) if the Guarantor’s audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), three percent (3%) per annum starting from the Interest Period during which the financial statements were (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor’s shareholders or (iii) made available for public inspection (whichever is earlier), and for the remaining term of this Charter;

“Market Value” means the market value of the Vessel (or any other ship provided as additional security pursuant to Clause 52 (Asset Value)), expressed in Dollars, during the relevant month as assessed by taking the average of the valuations made by two Approved Valuers, one appointed by each Party and, in the case where the difference between the two valuations is ten per cent. (10%) or more, then a third Approved Valuer shall be appointed by the Owners and the Market Value shall be calculated by taking the average of the three valuations (in all cases the expenses and costs of such valuations shall be borne by the Charterers and shall be made without inspection of the Vessel on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing seller and a willing buyer during the relevant month and without the benefit of any existing charter or other contract of employment current at the time of such valuation);

“MARPOL” means the International Convention for the Prevention of Pollution from Vessels 1973 (as modified in 1978 and 1977) and includes any amendments or extensions of it and any regulations issued pursuant to it;

“Material Adverse Effect” means a material adverse effect on:-

(a) the financial conditions, assets, prospects, business or operations of any Obligor or the Group taken as a whole;

(b) the ability of any Obligor to perform its obligations under the Relevant Documents or to avoid any Termination Event;

(c) the validity or enforceability of, or the rights or remedies of the Owners under, the Relevant Documents; or

(d) the validity, legality, enforceability or priority of any Transaction Security;

“MOA’’ means the memorandum of agreement in respect of the sale and purchase of the Vessel executed or to be executed by the Charterers as seller and the Owners as buyer, in a form and substance satisfactory to the Owners;

“month” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started. If there is no such numerically corresponding date in the next or subsequent calendar month, the last day of the next or subsequent calendar month should be deemed as such numerically corresponding date;

“Mortgage” has the meaning given to it in Clause 42.2;

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“Mortgagee” has the meaning given to it in Clause 42.2;

“Mortgagee’s Financial Instruments” means the Mortgage and any other security documents granted in favour of the Mortgagee to secure the financing of the Owners’ acquisition of the Vessel;

“Mr. Economou” means George Economou, holder of Greek passport no. AN1300796;

“Obligors” means each of the Charterers, the Approved Manager, the Shareholder and the Guarantor, and “Obligor” means any one of them;

“Original Financial Statements” means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2017;

“Owners” means Hai Kuo Shipping 1622 Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960;

“Owners’ Account” means any Dollar bank account (includes any sub-account thereof) as may from time to time be notified by the Owners to the Charterers by not less than three (3) Banking Days prior written notice;

“Parties” means the Owners and the Charterers, and “Party” means any of them;

“Payment Date” means each of the dates set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column “Payment Dates”, as adjusted pursuant to Clause 38.l(c);

“Permitted Holders” means, collectively:-

(a) Mr. Economou and his direct lineal descendants;

(b) any trust, fund, foundation or other similar entity solely for the benefit of all or any of the persons referred to in paragraph (a) above; and

(c) any company, corporation or other legal entity directly or indirectly beneficially owned (in respect of 100% of its issued share capital or issued voting share capital) and controlled by any of the persons or entities referred to in paragraphs (a) and (b) above;

“Potential Termination Event” means any event or circumstance specified in Clause 54 (Termination Events) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be a Termination Event;

“Quotation Date” means:-

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(a) in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the day which is two (2) London Banking Days before the first day of that period, unless market practice differs in the London interbank market for Dollars, in which case the Quotation Date will be determined by the Owners in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Date will be the last of those days); and

(b) in relation to any Interest Period the duration of which is selected by the Owners pursuant to paragraph 2 of Section C (Default Interest) of Schedule 2 (Interest Related Provisions), such date as may be determined by the Owners (acting reasonably);

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Owners at its request by the Reference Banks as either:

(a) If:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, the rate at which the relevant Reference Bank could fund itself in the relevant currency for the relevant period with reference to the unsecured wholesale funding market;

“Reference Banks” means the London office of ICBC (London) pie, J.P. Morgan and/or any bank(s) appointed by Owners in consultation with the Charterers;

“Relevant Documents” means each of the Transaction Documents and the Management Agreement, and “Relevant Document” means any one of them;

“Relevant Jurisdiction” means in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security is created, or intended to be created, under the Transaction Document to which it is a party is situated (other than the jurisdiction of the ports where the Vessel may call at);

(c) any jurisdiction where it conducts its business (other than the jurisdiction of the ports where the Vessel may call at); and

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(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or intended to be created, under the Transaction Documents to which it is a party;

“Restricted Party” means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of a country or territory that is the target of country-wide or territory- wide Sanctions which impose punitive, restrictive or other sanctions measures on any person being domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of such country or territory; or (iii) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

“Sale to the Charterers” has the meaning given to it in Clause 55.6;

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union (iv) the United Kingdom; (v) the respective national-level governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (“HMT”); (vi) the Monetary Authority of Singapore; or (vii) the Hong Kong Monetary Authority, (together the “Sanctions Authorities”);

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

“Screen Rate” means, in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR0l or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases. to be available or if such London interbank offered rate is discontinued or replaced by any successor rate, the Owners may specify another page or service displaying or determining the relevant rate or successor rate after consultation with the Charterers;

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

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“Share Pledge” means a first priority pledge agreement executed or to be executed by the Shareholder in favour of the Owners in respect of the Shareholder’s shares in the Charterers, in form agreed between the parties thereto;

“Shareholder” means Drybulk Investments Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

“Stock Exchange” means NASDAQ Capital Market, or such other internationally recognized stock exchange agreed between the Owners and the Charterers;

“Subordinated Lender” has the meaning given to it in Clause 47.15 (Subordination);

“Subordination Deed” has the meaning given to it in Clause 47.15 (Subordination);

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person for which purpose “control” means either ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of such company or entity or power to direct its policies and management whether by contract or otherwise and the term “Subsidiaries” shall be interpreted accordingly;

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

“Termination Date” means the date on which the chartering of the Vessel is terminated under this Charter pursuant to the express terms of this Charter including:-

(a) Clause 50 (Total Loss); or

(b) Clause 54.2 (Owners’ right to terminate Charter);

“Termination Event” has the meaning given to it in Clause 54.1 (Termination Events) of this Charter;

“Termination Sum” means, as liquidated damages and not as penalty, the agreed pre- estimated Losses of the Owners as a result of the early termination of this Charter prior to the expiry of the Charter Period which amount shall consist of the following:

(a) all Charterhire due and payable, but unpaid, under this Charter up to (and including) the Termination Date;

(b) liquidated damages in accordance with the table set out Schedule 4 (Amounts under paragraph (b) of the definition of Termination Sum);

(c) any Breakage Costs;

(d) any other sums due and payable to the Owners but unpaid under the Relevant Documents;

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(e) any outstanding amount payable by the Owners to the Mortgagee (other than principal and interest); and

(f) interest on the foregoing accrued pursuant to Clause 38.7 up to the date of receipt of the Termination Sum;

“Total Loss” means:-

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

(b) any expropnation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension) unless it is within sixty (60) days redelivered to the full control of the Charterers or the Owners; or

(c) any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft) unless it is redelivered to the full control of the Charterers or the Owners within sixty (60) days of such capture, seizure or detention;

“Total Loss Date” means:-

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

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earliest of:

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

(ii) the date of any compromise, arrangement or agreement made by or on behalf of the Charterers and/or the Owners with the Vessel’s insurers in which the insurers agree to treat the Vessel as a total loss; and

(c) in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Owners (in its absolute discretion based on the information available to it) that the event constituting the total loss occurred;

“Total Loss Sum” means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b) and (e) of the definition thereof) as at the Total Loss Date; and

(b) the Charterhire Principal Balance as at the Total Loss Date;

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m.v. “Castellani”

“Transaction Documents” means

(a) this Charter;

(b) theMOA;

(c) the Guarantee;

(d) the Account Pledge;

(e) the Share Pledge;

(f) the General Assignment;

(g) the Assignment of Management Agreement;

(h) any Assignment of Charter;

(i) the Intercreditor Deed;

(j) any Subordination Deed;

(k) the Fee Letter; and ([) any other documents designated as such by the Owners and the Charterers;

“Transaction Security” means the security interests created or intended to be created in favour of the Owners pursuant to the Transaction Documents;

“Upfront Fee” has the meaning given to such term in Clause 56.1 (Upfront Fee);

“Variable Charterhire” means the interest component of the Charterhire amount payable on each or, as the context may require, any Payment Date in respect of an Interest Period, calculated at the applicable interest rate on the prevailing Charterhire Principal Balance, in accordance with Clause 37.l(b); and

“Vessel” means the vessel m.v. “Castellani” with IMO no. 9602409.

32.2 (a) The headings in this Charter do not affect its interpretation.

(b) A Potential Termination Event or other default is “continuing” if it has not been remedied or waived, and a Termination Event or a Termination Event (as defined in the Associated BBCs) is “continuing” if it has not been waived.

(c) References to (or to any specified provision of) this Charter, any other Transaction Document or Relevant Document or any other provision or document shall be construed as references to such document or such provision as in force for the time being and as amended, varied, novated or supplemented in accordance with the terms thereof, or as the case may be, with the agreement of the relevant parties.

(d) Words importing the plural shall include the singular and vice versa.

(e) References to a “person” shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereo£

(f) Any reference to the “Owners”, the “Charterers”, the “Guarantor”, the “Shareholder”, the “Approved Manager”, any “Obligor” or any other person shall, where the context permits, be construed so as to include their/its and any subsequent successors and permitted transferees and permitted assigns in accordance with their respective interests.

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33. DELIVERY

33.1 Subject to Clause 33.2, the actual date of delivery for the purpose of this Charter shall be the date (the “Actual Delivery Date”) when the Vessel is in fact delivered by the Charterers to the Owners pursuant to the MOA, and the Charterers shall be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery of the Vessel by Charterers to the Owners pursuant to the MOA.

33.2 Without prejudice to the other provisions of this Clause 33, the Owners and the Charterers shall on the Actual Delivery Date sign a Protocol of Delivery and Acceptance in the form attached hereto as Schedule 3 (Form of Protocol of Delivery and Acceptance) evidencing delivery of the Vessel hereunder.

33.3 The delivery of the Vessel under this Charter and the delivery of each of the Associated Vessels under the Associated BBCs shall take place on the same day.

34. TERMS OF DELIVERY

34.1 The Vessel shall be delivered by the Owners to the Charterers under this Charter in the same condition as it was delivered by the Charterers to the Owners under the MOA, and the Charterers hereby acknowledge and agree that the Owners make no condition, term, representation, warranty, covenant, agreement or declaration, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, class, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Acceptance of delivery by the Charterers or (as the case may be) deemed delivery of the Vessel to the Charterers under this Charter shall be irrevocable, final and conclusive proof and evidence that, for the purposes of the obligations and liabilities of the Owners hereunder or in connection herewith, the Vessel is at that time seaworthy, in accordance with the provisions of this Charter, in good working order and repair and free and clear of all Encumbrances and debts of whatsoever nature (other than the Mortgage).

34.2 The Charterers hereby waive all their rights in respect of any condition, term, representation or warranty express or implied (and whether statutory or otherwise) on the part of the Owners (except any representation or warranty as to the Owners’ title and ownership over the Vessel) and all their claims against the Owners howsoever and whensoever the same may arise in respect of the Vessel or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness, condition, design, operation, fitness for use or otherwise with respect to the Vessel). In particular and without prejudice to the generality of the foregoing, the Owners shall be under no liability whatever and howsoever arising in relation to any injury, death, loss, damage or delay of, or to, or in connection with any vessel (including the Vessel) or any person or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether such injury, death, loss, damage or delay shall arise from the unseaworthiness of or any defect in the Vessel except if such injury, death, loss, damage or delay is caused by the Owners’ misconduct, fault, fraud or negligence. For the purposes of this

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Clause “delay” shall include delay in relation to the Vessel (whether in respect of delivery of the Vessel to the Charterers under this Charter or otherwise) or any other delay whatsoever. The Charterers acknowledge that no representation has been made or will be made by or on behalf of the Owners in relation to the Vessel or any part thereof.

34.3 The Charterers agree that the Owners shall be under no liability to supply any replacement vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.

35. CONDITIONS PRECEDENT AND SUBSEQUENT

35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers’ receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:-

(a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

(b) certified true copy of its up-to-date articles of incorporation and by-laws;

(c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders;

(e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and

(f) (applicable only if any Transaction Document is executed by an attomey-in- fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attomey(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners.

35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following:

(a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:-

(i) each of the following documents in respect of each of the Obligors:-

(A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

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(B) certified true copy of its up-to-date articles of incorporation and by-laws;

(C) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(D) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and (in respect of each of the Obligors other than the Guarantor) shareholders;

(E) certified true copy of the resolutions or written consent of its board of directors:

(1) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(2) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(3) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party;

(F) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of such Obligor) an original power of attorney appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of such Obligor;

(G) a specimen of the signature of each person authorised by the resolutions or written consent referred to in sub-paragraphs (E) and/or (F) above;

(H) (in respect of each Obligor other than the Guarantor) a certified true copy of a resolution or written consent of its sole shareholder, approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

(I) an original certificate of its company secretary:-

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(1) confirming that the provision or guarantee or security under the Transaction Documents (and, in the case of the Charterers, that the sale and lease-back of the Vessel under the MOA and this Charter) would not cause any guarantee or security limit (and, in the case of the Charterers, any borrowing limit) binding on it to be exceeded;

(2) setting out the names of its directors, officers and shareholders and the proportion of shares held by such shareholders;

(3) certifying that each copy document relating to it (and, in respect of the Charterers, the Vessel) delivered under this Clause 35.2 or schedule 1 (Delivery Documents) to the MOA is correct, complete and in full force and effect as at a date no earlier than the Actual Delivery Date; and

(4) certifying the satisfaction of Clauses 35.2(e) and (f);

(ii) certified true copy of the Management Agreement;

(iii) (A) original of each of the Transaction Documents (other than the Assignment of Charter and the Subordination Deed) duly executed by the Obligors party thereto, together with all ancillary documents then required to be delivered thereunder; and

(B) form of the Assignment of Charter in form agreed between the Parties;

(iv) evidence that the Earnings Account and the Debt Service Retention Account have been opened; and

(v) evidence that the minimum balance of the Debt Service Retention Account required under Clause 47.9(a) (Debt Service Retention Account) is maintained;

(vi) each of the following legal opinions addressed to the Owners:-

(1) a legal opinion from Reed Smith Richards Butler in relation to English law;

(2) a legal opinion from Reed Smith LLP in relation to New York law;

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(3) a legal opinion from Reed Smith LLP in relation to Marshall Islands law;

(4) a legal opinion from Loyens & Loeff in relation to Dutch law; and

(5) a legal opinion from Ganado Advocates in relation to Malta law;

(vii) the Original Financial Statements, together with a Compliance Certificate relating thereto issued in accordance with Clause 46.5 (Compliance certificate);

(viii) evidence that any process agent referred to m the Transaction Documents has accepted its appointment;

(ix) such other documentation and other evidence reasonably requested by the Owners in order to conduct any “know your customer”, “anti- money laundering” and other similar procedures under applicable laws and regulations; and

(x) any other Authorisation or other document, opinion or assurance which the Owners consider to be necessary or desirable (if it has notified the Charterers accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

(b) no later than the Actual Delivery Date, the Owners shall have received the following:

(i) a favourable op1mon from an independent insurance consultant acceptable to the Owners on such matters relating to the Insurances for the Vessel as the Owners may reasonably require;

(ii) evidence that the Vessel is held covered under the Insurances;

(iii) copy of the valid and current Document of Compliance under the ISM Code in respect of the Approved Manager;

(iv) copy of the valid and current Safety Management Certificate (“SMC”) under the ISM Code in respect of the Vessel;

(v) (applicable only if the Actual Delivery Date occurs after 31 April 2018) two valuation reports addressed to the Owners, showing (i) the Market Value of the Vessel as at a date no earlier than ten (10) Banking Days before the Actual Delivery Date and (ii) that Clause 52.1 and 52.2 will not apply on the Actual Delivery Date;

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(vi) evidence that the fees, costs and expenses then due from the Charterers pursuant to Clause 56 (Fees, costs and expenses) have been paid or will be paid by the Actual Delivery Date;

(c) (i) no later than three (3) Banking Days before the Actual Delivery Date, the Owners shall have received documentary evidence that the Vessel will, contemporaneously with the Actual Delivery Date, be registered with the shipping registry of the Flag State by way of ownership and demise charter registration with the Owners as owner and the Charterers as demise charterer;

(ii) no later than the Actual Delivery Date, the Owners shall have received documentary evidence that such ownership and demise charter registration has been completed (for the avoidance of doubt, in the case of ownership registration at the Marshall Islands, a provisional registration certificate shall be sufficient evidence for the purposes of this sub-paragraph (ii)); and

(iii) in the event that evidence of provisional (instead of permanent) demise charter registration has been provided under sub-paragraph (ii) above, within one (1) month from the Actual Delivery Date, the Owners have received documentary evidence that permanent demise charter registration at Malta has been completed;

(d) the Charterers’ compliance with any letters of undertaking referred to in paragraphs A.12 and A.13 of Schedule I (Delivery Documents) to the MOA, within the time allowed as set out therein;

(e) from the date of this Charter and throughout the Charter Period, no Termination Event has occurred and is continuing, and no other event having occurred and continuing unremedied, which with the giving of notice and/or lapse of time would, if not remedied, constitute a Termination Event;

(f) from the date of this Charter and throughout the Charter Period, each of the representations and warranties contained in Clause 45 (Representations and Warranties) of this Charter is true and correct in all material respects by reference to the facts and circumstances then existing; and

(g) the conditions precedent set out in clause 35.2 of each of the Associated BBCs have been satisfied or otherwise waived by the lessors/owners thereunder.

35.3 (a) The requirements of Clause 35.2 are for the benefit of the Owners and may be waived by the Owners in its absolute discretion with or without conditions.

(b) The requirements of Clause 35.1 are for the benefit of the Charterers and may be waived by the Charterers in its absolute discretion with or without conditions.

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36.4 For the avoidance of doubt, any of the documents listed in this Clause 35 shall be deemed provided hereunder if it has already been provided pursuant to clause 8 (Documentation) and schedule I (Delivery Documents) of the MOA.

36. CHARTER PERIOD

36.1 Subject to the terms of this Charter, the period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date for a period of ninety-six (96) months (the “Charter Period”) unless otherwise terminated in accordance with the terms hereof.

36.2 Upon the expiry of the Charter Period, the Owners shall have the right to exercise the relevant rights as set out in Clause 55 (Owners’ Right on Termination and Expiry of Charter Period).

37. CHARTERHIRE

37.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers, the Charterers shall pay to the Owners in respect of the charter of the Vessel:-

(a) on each Payment Date, Fixed Charterhire in accordance with the table set out in Schedule I (Payment Dates and Fixed Charterhire);

(b) on each Payment Date (other than the Actual Delivery Date), Variable Charterhire as calculated in the manner set out in Schedule 2 (Interest Related Provisions).

38. PAYMENTS

38.1 Notwithstanding anything to the contrary contained in the Transaction Documents, all payments by the Charterers under the Transaction Documents to which it is a party (whether by way of hire or otherwise) shall be made as follows:

(a) in the case of Charterhire, not later than the relevant Payment Date;

(b) in Dollars in immediately available funds for same day value to the Owners’ Account; and

(c) if any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the immediately preceding Banking Day.

38.2 The obligation of the Charterers to pay the Charterhire, any Termination Sum and all other sums required to be paid under this Charter and the other Transaction Documents to which it is a party is absolute and unconditional irrespective of any contingency or reason whatsoever except as specifically provided for in the Transaction Documents and shall not be subject to any right of set-off, counterclaim, defence, suspension, deferment or reduction, and the Charterers shall not have any right to terminate this Charter or any other Transaction Document or to be released,

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relieved or discharged from any obligation or liability under this Charter or any other Transaction Document by any circumstance whatsoever, including but not limited to:

(a) any set-off, counterclaim, recoupment, defence or other right which any Obligor may at any time have against the Owners or any other person for any reason whatsoever;

(b) the unavailability of the Vessel for any reason whatsoever, including, but not limited to, any invalidity or other defect in the condition, seaworthiness, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country;

(c) any title defect or Encumbrance or any dispossession of the Vessel by title (paramount or otherwise) caused by any act or omission of the Owners, any Obligor or any sub-charterers not permitted under this Charter;

(d) any damage to or loss or destruction (other than a Total Loss), capture, seizure, judicial attachment or arrest, forfeiture or marshals of the Vessel;

(e) any lien, attachment, levy, detainment, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in the use or possession thereof by the Charterers for any reason whatsoever, not being the result of the Owners’ failure to maintain its ownership title over the Vessel;

(f) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against any Obligor or any member of the Group;

(g) any change, extension, indulgence or other act or omission in respect of any Indebtedness or obligation of any Obligor or any member of the Group, or any sale, exchange, release or surrender of, or other dealing in, any security for any such Indebtedness or obligation;

(h) any invalidity, unenforceability, lack of due authorisation or other defect, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any other Transaction Document by any Obligor or any other person;

(i) any failure or delay on the part of the Owners whether with or without fault on their part, in performing or complying with any of the terms or covenants hereunder; and

(j) any enforcement or attempted enforcement by any Mortgagee of its rights under the Mortgage so long as the Charterers shall continue to have quiet enjoyment of the Vessel,

whether or not the Charterers shall or should have notice or knowledge of any of the foregoing.

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38.5 Subject to Clauses 53 (Call Option) and SSA (Owners’ Default) and paragraph 6(d) of Section A of Schedule 2 (Interest Related Provisions), the Charterers shall not have any right to terminate or cancel the chartering of the Vessel or to reduce and not to pay any sums payable under this Charter.

38.6 (a) If:

(i) it becomes unlawful for any Obligor to discharge any liability under a Transaction Document to which it is a party; or

(ii) it becomes unlawful, due to reasons other than the Owners’ own fault or omission, for the Owners to exercise or enforce any rights under this Charter or a Transaction Document;

the Charterers shall notify the Owners in writing of the occurrence of such circumstances.

(b) If, due to the Owners’ own fault or omission, it becomes unlawful for the Owners to exercise or enforce any rights under this Charter or a Transaction Document, the Owners shall notify the Charterers in writing of the occurrence of such circumstances.

38.7 In the event of failure by the Charterers to pay on the due date for payment thereof, or in the case of the sum payable on demand, the date of demand therefor, any hire or o):her amount payable under the Transaction Documents to which it is a party, the Charterers shall pay, as liquidated damages and not as penalty, to the Owners default interest on such hire or such other amount in accordance with Section C (Default Interest) of Schedule 2 (Interest Related Provisions).

38.8 Any interest payable under this Charter and the Transaction Documents shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.

39. TAX GROSS-UP AND INDEMNITIES

39.1 Tax definitions.

(i) In this Clause 39.1:-

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Transaction Document, other than a FATCA Deduction.

“Tax Payment” means an increased payment made by an Obligor to the Owners under Clause 39.2 or a payment under Clause 39.3.

(ii) Unless a contrary indication appears, in this Clause 39 a reference to “determines” or “determined” means a determination made in the absolute

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discretion of the person making the determination.

39.2 Tax gross-up.

(a) All payments to be made by an Obligor to any Owners under the Transaction Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Owners receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b) The Charterers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Owners accordingly.

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

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Owners evidence reasonably satisfactory to the Owners that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

39.3 Tax indemnity.

Without prejudice to Clause 39.2, if the Owners are required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Transaction Documents (including any sum deemed for purposes of Tax to be received or receivable by the Owners whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Owners, the Charterers shall, within three Banking Days of demand of the Owners, promptly indemnify the Owners which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 39.3 shall not apply to (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Owners (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Owners but not actually receivable) by the jurisdiction in which the Owners are incorporated or (ii) a FATCA Deduction required to be made by a Party.

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39.4 Stamp taxes. The Charterers shall:-

(a) pay all stamp duty, registration and other similar Taxes payable in respect of any Transaction Document, and

(b) within three Banking Days of demand, indemnify the Owners against any cost, loss or liability the Owners incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Transaction Document.

39.5 Indirect tax.

(a) All amounts set out or expressed in a Transaction Document to be payable to the Owners shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by the Owners to the Charterers in connection with a Transaction Document, the Charterers shall pay to the Owners (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Transaction Document requires Charterers to reimburse the Owners for any costs or expenses, the Charterers shall also at the same time pay and indemnify the Owners against all Indirect Tax incurred by the Owners in respect of the costs or expenses to the extent the Owners reasonably determine that they are not entitled to credit or repayment in respect of the Indirect Tax.

39.6 FATCA information.

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and (iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or

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has ceased to be a FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably practicable.

(c) Paragraph (a) above shall not oblige the Owners to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Transaction Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

39.7 FATCA Deduction.

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

40. INCREASED COSTS

40.1 Subject to Clause 40.3 the Charterers shall, within three Banking Days of a demand by the Owners, pay for the account of Owners the amount of any Increased Costs incurred by the Owners or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Charter. The terms “law” and “regulation” in this Clause 40.1 shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

40.2 In this Charter “Increased Costs” means:

(ii) a reduction in the rate of return from the transactions contemplated by the Transaction Documents or on the Owners’ overall capital (including as a result

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of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Owners);

(iii) an additional or increased cost; or

(iv) a reduction of any amount due and payable under any Transaction Document,

which is incurred or suffered by the Owners to the extent that it is attributable to the undertaking, funding or performance by the Owners of any of its obligations under any Transaction Document.

40.3 (a) Clause 40.1 does not apply to the extent any Increased Cost is:

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

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause I 0.3 (or would have been compensated for under Clause 39.3 but was not so compensated solely because the exclusion in Clause 39.3 applied); or (iv)attributable to the wilful breach by the Owners or its Affiliates of any law or regulation.

(b) In this Clause 40.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 39.1.

41. INDEMNITY

41.1 The Charterers shall on demand indemnify the Owners against all Losses suffered by the Owners as a result of or in connection with:

(a) the performance of its obligations under this Charter and the other Transaction Documents and the transactions contemplated thereby;

(b) preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture, detention or requisition of the Vessel, or in securing or attempting to secure the release of the Vessel;

(c) the Total Loss of the Vessel;

(d) the occurrence of a Termination Event;

(e) directly or indirectly in any manner, the design, manufacture, delivery, non delivery, purchase, importation, registration, ownership, chartering, sub- chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, survey, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or

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otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to those losses described in this Clause 40 and including any and all claims in tort or in contract by an sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers;

(f) directly or indirectly, any claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever;

(g) any laws or regulations relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Laws or Sanctions;

(h) the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the International Convention on Civil Liability for Oil Pollution Damage (CLC) or US Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time hereafter) or similar legislation, regardless of whether or not caused by or within the control of the Charterers; and

(i) liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures) following any default in payment hereunder or the occurrence of any Termination Event; and

41.2 If, under any applicable law, whether as a result of judgment against the Charterers or the liquidation of the Charterers or for any other reason, any payment to be made by the Charterers under or in connection with this Charter is made or is recovered in a currency other than the currency (the “currency of obligation”) in which it is payable pursuant to this Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Charter, the Charterers shall as a separate and independent obligation, fully indemnify the Owners against the amount of the shortfall; and for the purposes of this sub-clause “rate of exchange” means the actual rate at which the Owners are able to obtain quotation from the market on the relevant date to purchase the currency of obligation with the other currency.

41.3 The indemnities contained in this Clause 41 and each other indemnity contained in this Charter shall survive any termination, cancellation or other ending of this Charter and any breach of, or repudiation by, the Charterers or the Owners of this Charter.

41.5 All moneys payable by the Charterers under this Clause 41 shall be paid on demand.

42. MORTGAGES AND CHARTERERS’ QUIET ENJOYMENT OF THE VESSEL

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42.1 Provided that no Termination Event has occurred and 1s continuing, the Owners hereby agree not to:

(a) disturb or interfere with, or cause any person claiming for or on behalf of the Owners to disturb or interfere with, the Charterers’ lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and

(b) take any steps to wind up, liquidate or place in administration or receivership the Owners or commence or continue any analogous proceedings in any jurisdiction.

42.2 The Charterers agree that the Owners shall be entitled at any time after the date of this Charter, and at no extra cost to the Charterers, to grant any reputable bank, financial institution, trust fund or other entity (the “Mortgagee”) one or more mortgages on the Vessel, assignment(s) of the Owner’s earnings, the Insurances and requisition compensation thereof, and assignment(s) of the Owners’ rights under this Charter and/or the other Transaction Documents (collectively, the “Mortgage”), securing a principal amount of no more than United States Dollars Twelve Million Only (US$12,000,000).

42.3 Subject to the Charterers first agreeing on the wording of the notice of assignment and acknowledgement (acting reasonably), any amendments to this Charter and any other documentation reasonably required by the Mortgagee, the Charterers agree with the Owners to execute, acknowledge and agree to be bound by, and to procure that any Obligor executes, acknowledges and agrees to be bound by, notices of any assignment and acknowledgement and other documentation reasonably required by the Mortgagee executed in favour of the Mortgagee (and, in respect of sub-charters assigned or otherwise assignable under the Assignment of Charter and other contracts assigned or otherwise assignable under the General Assignment, the Charterers undertake that (i) such sub-charters and contracts shall not contain any restriction on assignment of the Charterers’ rights and interests thereunder, and (ii) in connection with the contracts assigned or assignable under the General Assignment, notices of assignment to the relevant counterparty will be given only upon the occurrence of a Termination Event which is continuing consistent with the provisions of the General Assignment, and (iii) the Charterers shall use its best efforts to procure that the sub- charterer or counterparty signs any acknowledgement of notice of assignment reasonably required by the Mortgagee).

42.4 The Owners agree to use their commercially reasonable endeavours to procure that the provisions in the Mortgagee’s Financial Instruments do not contradict in any material way with the provisions relating to the Vessel’s employment, insurances, operation, repair and maintenance in this Charter and the other Transaction Documents.

42.5 The Owners undertake to procure the Mortgagee to issue in favour of the Charterers, on the date of the Mortgage, a letter of quiet enjoyment undertaking that, unless a Termination Event has occurred and is continuing, the Mortgagee shall not disturb or

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interfere with the Charterers’ quiet and peaceful use, possession and enjoyment of the Vessel and their operation of the Vessel during the Charter Period, subject to the usual terms and conditions as offered by the Mortgagee and acceptable to the Charterers (acting reasonably).

42.6 Any costs and expenses relating to the Mortgage shall be on the Owners’ account.

42.7 Subject to the terms of this Charter, the Charterers shall provide reasonable assistance to the Owners in relation to the financing of the Vessel.

43. TRANSFER OF VESSEL

43.1 During the Charter Period any change in the registered ownership of the Vessel shall require the Charterers’ prior approval, which shall be deemed granted as long as (i) the registered ownership of the Vessel is transferred to any of the pennitted assignees or transferees of this Charter or any Transaction Documents as referred to in Clause 57.3, (ii) this Charter would continue on identical terms and (iii) such change of registered ownership of the Vessel will not cause any adverse effect on the operation of the Vessel or the quiet enjoyment of the Vessel by the Charterers.

43.2 The Charterers agree and undertake to enter into (and procure the other Obligors to enter into) any such usual documents (including novations, transfer agreements and acknowledgements of notices) as the Owners shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to Clause 43.1, any costs or expenses whatsoever arising in relation thereto to be borne by the Owners.

43.3 Upon completion of the Sale to the Charterers:-

(a) the Owners shall furnish the Charterers with:

(i) a legal Bill of Sale (in three originals) in respect of the Vessel warranting that the Vessel is free from any registered encumbrances, mortgages, claims or lien of whatsoever nature other than those which the Obligors or any other sub-charterers caused to become effective against the Vessel during the currency of this Charter;

(ii) a protocol of delivery and acceptance;

(iii) a commercial invoice in respect of the Sale to the Charterers;

(iv) (if applicable) a letter of undertaking from the Owners that they will provide the Certificate of Deletion and the Continuous Synopsis Record of the Vessel within one (1) month of the date of completion of the Sale to the Charterers;

(v) certified true copies of the Owners’ board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers;

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(vi) its original Certificate of Good Standing;

(vii) copy (with original to follow within 10 Banking Days) of the certificate issued by the competent authorities no earlier than three (3) Banking Days prior to the date of completion of the Sale to the Charterers, stating that the Vessel is free from registered encumbrances; and

(viii) such other documents as the Charterers may reasonably require to effect legal transfer and registration of title in the Charterers’ name in the Charterer’s choice of flag state; and

(b) the Charterers shall furnish to the Owners with certified true copies of the Charterers’ board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers.

43.4 Upon completion of the Sale to the Charterers, the Owners and the Charterers shall sign a protocol of delivery and acceptance as written confirmation that the Vessel has been delivered by the Owners to the Charterers.

43.5 The Sale to the Charterers shall be on an “as is, where is” (i.e. the Vessel shall be delivered under the Sale to the Charterers as she is and as where she is at the time of delivery under the Sale to the Charterers) without any warranty or guarantee of condition, fitness for purpose or similar type of condition warranty and without any recourse to, or representation or warranty from, the Owners (except the warranty as to the registered except a warranty as to title and ownership of the Vessel). The Charterers hereby acknowledge and agree that the Owners make no condition, term, representation or warranty, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. All registration, legal or other expenses whatsoever incurred in transferring the title from the Owners to the Charterers shall be payable by the Charterers. However, in respect of the Sale to the Charterers, the Owners shall, after receiving from the Charterers all amounts due and payable by the Charterers to the Owners, transfer the title in the Vessel free from Encumbrances and free from any Mortgage other than Encumbrances and claims of whatsoever nature which the Obligors or any sub-charterers caused to become effective against the Vessel during the currency of this Charter.

44. FLAG

44.1 The Vessel shall upon the Actual Delivery Date be registered by the Charterers (at its own cost and expense) by way of ownership and demise charter registration with the name of the Owners as beneficial owner and the Charterers as demise charterer, under the flag of the Flag State.

44.2 Each party hereto has the right to request for the change of Flag State, subject to the other party’s prior written consent which is not to be unreasonably withheld or delayed. If there is a Mortgage, any change of Flag State shall also be subject to the

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Mortgagee’s consent (not to be unreasonably withheld or delayed), which the Owners shall take reasonable steps to request but shall not be liable to procure or ensure. All the costs and expenses for effecting such change, as well as any additional or increase in the costs, expenses and Taxes incurred or to be incurred by the other party (whether due to change of tax regime or otherwise), shall be borne by the party requesting such change.

44.3 All costs and expenses arising in connection with the initial ownership and demise charter registration of the Vessel or in connection with the maintenance of such registration shall be borne by the Charterers and, if and to the extent from time to time paid by the Owners, shall be reimbursed by the Charterers to the Owners upon demand.

45. REPRESENTATIONS AND WARRANTIES

45.1 Charterers’ representations. The Charterers acknowledge that the Owners have entered into this Charter in full reliance on representations by the Charterers in the following terms, and the Charterers now warrant to the Owners that the following statements are true and accurate throughout the continuation of this Charter:

(a) Status.  Each Obligor (other than the Approved Manager) that is a corporation is duly incorporated and validly existing under the laws of its place of incorporation, and each Obligor (other than the Approved Manager) has the power to own its assets and carry on its business as it is being conducted.

(b) Binding obligations. The obligations expressed to be assumed by each Obligor (other than the Approved Manager) in the Relevant Documents to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion referred to in Clause 35.2, legal, valid, binding and enforceable obligations.

(c) Non-conflict with other obligations. The entry into and performance by each Obligor (other than the Approved Manager) of, and the transactions contemplated by, the Relevant Documents to which it is a party do not and will not conflict with:-

(i) any law or regulation applicable to it;

(ii) its and each of its Subsidiaries’ constitutional documents; or

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

(d) Power and authority.  Each Obligor (other than the Approved Manager) has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant

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Documents to which it is a party and the transactions contemplated by those Relevant Documents.

(e) Validity and admissibility in evidence. All Authorisations required or desirable:-

(i) to enable each Obligor (other than the Approved Manager) lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party;

(ii) to make the Relevant Documents to which each Obligor (other than the Approved Manager) is a party admissible in evidence in its jurisdiction of incorporation; and

(iii) for each Obligor (other than the Approved Manager) and its Subsidiaries to carry on their business, and which are  material, have been obtained or effected and are in full force and effect.

(f) Governing law and enforcement.  For each Obligor (other than the Approved Manager), the choice of English law, New York law or Dutch law (as the case may be) as the governing law of the Relevant Documents to which it is a party will be recognised and enforced in its Relevant Jurisdiction.

(g) No deduction of Tax. No Obligor (other than the Approved Manager) is required under the law of its Relevant Jurisdiction to make any deduction for or on account of Taxes from any payment it may make under any Transaction Document.

(h) No filing or stamp taxes. Under the law of each Obligor’s (other than the Approved Manager’s) Relevant Jurisdiction, it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents.

(i) Tax compliance and no tax claims. Each Obligor (other than the Approved Manager) is in compliance with all relevant Tax laws and regulations in all material respects, and no claim has been made against any Obligor (other than the Approved Manager) in respect of Tax other than those that are being contested in good faith by appropriate proceedings on reasonable grounds and in respect of adequate reserve have been made.

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(j) No default.

(i) No Termination Event or any event which, with the giving of notice and/or lapse of time and/or relevant determination, would constitute a Termination Event, might reasonably be expected to result from the Obligors’ (other than the Approved Manager’s) execution of the Transaction Documents or the performance of the their rights and obligations thereunder.

(ii) No Termination Event has occurred and is continuing.

(iii) No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor (other than the Approved Manager) or to which its assets are subject which might have a Material Adverse Effect.

(k) No misleading information. All information (including the list of existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings)) supplied by or on behalf of the Charterers or any other Obligor (other than the Approved Manager) to the Owners was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect, and the Charterers and the Obligors (other than the Approved Manager) have fully disclosed in writing to the Owners all material facts relating to the Charterers, the Obligors, the Vessel, the Relevant Documents and any other sub-charterer of the Vessel which they reasonably should know.

(I) Disclosure of Material Facts. The Charterers are not aware of any facts or circumstances which have not been disclosed to the Owners and which might, if disclosed, have adversely affected the decision of a person considering whether or not to purchase the Vessel from and lease the Vessel back to the Charterers.

(m) Financial statements.

(i) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(ii) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 give a true and fair view and represent the consolidated financial condition and operations of the Group during

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the relevant financial year save to the extent expressly disclosed in such financial statements.

(iii) There has been no material adverse change in the business or consolidated financial condition of the Group since 31 December 2017.

(n) Pari passu ranking.Each Obligor’s (other than the Approved Manager’s) payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(o) No proceedings pending or threatened. Other than the existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings), no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against any Obligor (other than the Approved Manager) or any of their Subsidiaries.

(p) No immunity. None of the Obligors (other than the Approved Manager) or any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

(q) Compliance with ISM Code and ISPS Code and MARPOL Protocol. All requirements of the ISM Code, the ISPS Code and the MARPOL Protocol as they relate to the Charterers, the Approved Manager and the Vessel have been complied with in all material respects.

(r) Environmental compliance. Except as may already have been disclosed by the Charterers in writing to, and acknowledged in writing by, the Owners:

(i) each Obligor (other than the Approved Manager) has complied with the provisions of all applicable Environmental Laws in all material respects;

(ii) each Obligor (other than the Approved Manager) has obtained all Environmental Approvals and is in compliance with all such applicable Environmental Approvals in all material respects; and

(iii) there is no Environmental Claim pending or, to the best of the Charterers’ knowledge and belief, threatened against any Obligor (other than the Approved Manager) or the Vessel.

(s) No money laundering. In relation to the Obligors’ (other than the Approved

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Manager’s) performance and discharge of their obligations and liabilities under the Transaction Documents, and the transactions and other arrangements effected or contemplated by the Transaction Documents, the Charterers confirm that the Obligors (other than the Approved Manager) are acting for their own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

(t) Sanctions.No Obligor (other than the Approved Manager) nor any of their Subsidiaries, nor any of their respective directors, officers or employees nor, to the knowledge of the Charterers, any persons acting on any of their behalf:

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it or the Vessel with respect to Sanctions by any Sanctions Authority.

(u) No Place of Business in England or Hong Kong. The Charterers have not registered or established any place of business in England or Hong Kong and none of the other Obligors (other than the Approved Manager) have registered or established any place of business in England or Hong Kong.

45.2 Owners’ representations. The Owners warrant to the Charterers that the following statements are true and accurate throughout the continuation of this Charter:-

(a) Due incorporation. The Owners are duly incorporated and validly existing under the laws of Marshall Islands.

(b) Authorisations. the Owners have the corporate capacity, and have obtained all corporate authorisations, consents, approvals, licenses and permits necessary for them:-

(i) to execute each of the Transaction Documents to which they are a party; and

(ii) to comply with and perform their obligations under each of the Transaction Documents to which they are a party.

(c) No revocation of approvals. All the consents, approvals, authorisations, licenses or permits referred to above remain in force and nothing has occurred which makes any of them liable to revocation.

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(d) No immunity. Neither the Owners nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, set-off, suit, attachment prior to judgment, execution or other enforcement).

(e) No insolvency or liquidation. The Owners are not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receive, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Owners or all or a material part of their assets.

(f) Sanctions. Neither the Owners nor any of their directors, officers or employees nor any persons acting on their behalf:-

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

45.3 Repetition. The representations and warranties contained in Clauses 45.1 and 45.2 hereof shall be deemed to be repeated by the Charterers (in respect of Clause 45.1) and the Owners (in respect of Clause 45.2) on each Payment Date as if made with reference to the facts and circumstances existing on such date.

46. INFORMATION UNDERTAKINGS

The undertakings in this Clause 46 shall remain in force from the date of this Charter until the end of the Charter Period.

46.1 Financial statements. The Charterers shall supply to the Owners:

(a) as soon as the same become available, but in any event within one hundred twenty (120) days after the end of each of the Guarantor’s fiscal years, the audited consolidated financial statements of the Guarantor for that fiscal year;

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half-yearly fiscal period of each of the Gurantor’s fiscal years, the unaudited consolidated financial statements of the Guarantor for that half-yearly fiscal period.

46.2 Requirements as to financial statements.

(a) Each set of financial statements delivered by the Charterers pursuant to Clause 46.1 shall be certified by a director of the Guarantor as fairly representing the consolidated financial condition of the Guarantor as at the date as at which those financial statements were drawn up.

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(b) The Charterers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 46.1 is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Owners that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor’s Chief Financial Officer delivers to the Owners:-

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

(ii) sufficient information, in form and substance as may be reasonably required by the Owners, to enable the Owners to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

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

46.3 Information: miscellaneous. The Charterers shall supply to the Owners:

(a) all documents dispatched by any Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, any member of the Group or the Vessel with a claim amount of more than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in other currencies) or which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Vessel, any Obligor or any other member of the Group (including copies of class, technical and other certificates relating to the Vessel) as the Owners may reasonably request (provided that, in respect of any information referred to this sub-paragraph (c) regarding any member of the Group that is not an Obligor, before the occurrence of a Termination Event that is continuing, the Owners may only request such information for the purpose of determining whether a Termination Event has occurred and is continuing); and

(d) promptly, notice of any change in authorised signatories of any Obligor signed

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by a director or company secretary of such Obligor accompanied by specimen signatures of any new authorised signatories.

46.4 Notification of default.

(a) The Charterers shall notify the Owners of any Termination Event or Potential Termination Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Charterers is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Owners, the Charterers shall supply to the Owners a certificate signed by one of its directors on its behalf certifying that no Termination Event or Potential Termination Event is continuing (or if a Termination Event or Potential Termination Event is continuing, specifying such Termination Event or Potential Termination Event and the steps, if any, being taken to remedy it).

46.5 Compliance certificate.

(a) The Charterers shall, at the same time as it furnishes each set of financial statements referred to in Clause 46.l(a) and (b), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 51 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors or the Chief Financial Officer of the Guarantor.

47. GENERAL UNDERTAKINGS

The undertakings in this Clause 47 shall remain in force from the date of this Charter for the duration of this Charter.

47.1 Authorisations. The Charterers shall, and shall procure each Obligor to, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Owners of,

any Authorisation required to enable it to perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document.

47.2 Compliance with laws. The Charterers shall, and shall procure each Obligor to,

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comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Relevant Documents.

47.3 Pari passu ranking. The Charterers shall and shall procure each Obligor to ensure that its payment obligations under the Transaction Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

47.4 Negative pledge.

In this Clause 47.4, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

(a) The Charterers shall not create or permit to subsist any Security over any of its assets.

(b) The Charterers shall not:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Charterers;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iv)enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) any lien arising by operation of law and in the ordinary course of trading; and

(ii) any Security or Quasi-Security entered into pursuant to any Transaction Document.

47.5 Disposals.

(a) The Charterers shall not enter into a single transaction or a series of

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transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal of assets not subject to the Transaction Security:

(i) made in the ordinary course of trading of the Charterers; or

(ii) any disposal, transfer or lease as permitted by the Transaction Documents.

47.6 No other liabilities or obligations to be incurred. The Charterers shall not incur any liability or obligation except:-

(a) liabilities and obligations under the Transaction Documents to which it is a party;

(b) liabilities or obligations reasonably incurred m the ordinary course of operating and chartering the Vessel; and

(c) any indebtedness subordinated in accordance with Clause 47.15 (Subordination).

47.7 Charterers’ other negative undertakings. The Charterers will not:

(a) carry on any business other than the chartering and operation of the Vessel;

(b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital, unless:

(i) the Charterers have sufficient funds to service the payment obligations due and payable on the next Payment Date; and

(ii) no Termination Event or Potential Termination Event is likely to result from the payment of such dividend, making of such form of distribution or effecting of such form of redemption, purchase or return of share capital;

(c) provide any form of credit or financial assistance to any person or company except any guarantee to a protection and indemnity association to procure the Vessel’s release from arrest or other attachment or in respect of salvage or a similar situation.;

(d) open or maintain any account with any bank or financial institution except the Earnings Account and the Debt Service Retention Account;

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

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(f) incur, or enter into any lease, hire purchase agreement or charter creating, any additional Financial Indebtedness;

(g) acquire any additional assets, shares or other securities (other than the acquisition of any equipment to be put on the Vessel), or enter into any transaction in a derivative.

47.8 Earnings Account.

(a) The Charterers shall, and shall procure the Approved Manager to, ensure that all the earnings of the Vessel shall forthwith upon receipt be deposited into the Earnings Account.

(b) Withdrawals may be made from the Earnings Account provided that no Termination Event has occurred and is continuing.

47.9 Debt Service Retention Account.

(a) The Charterers shall ensure that the credit balance of the Debt Service Retention Account shall at all times be no less than:-

(i) United States Dollars Three Hundred Fifty Thousand (US$350,000); or

(ii) if the Guarantor’s audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), then starting from the date falling five (5) Banking Days after those financial statements have been (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor’s shareholders or (iii) made available for public inspection (whichever is earlier), United States Dollars Seven Hundred Thousand (US$700,000).

(b) No withdrawals may be made from the Debt Service Retention Account without the Owners prior written consent.

47.10 Merger. The Charterers shall not (and the Charterers shall procure that no Obligor will) enter into any amalgamation, demerger, merger or corporate reconstruction, save for any corporate restructuring involving members of the Group other than the Obligors which does not have any Material Adverse Effect and provided that the Owners are given prior written notice of the same.

47.11 Change of business. The Charterers shall procure that no substantial change is made to the general nature of the business of the Obligors or the Group from that carried on at the date of this Charter.

47.12Environmental compliance.  The Charterers shall, and shall procure that each

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Obligor will, comply in all material respects with all Environmental Law, obtain and maintain any Environmental Approvals and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Approvals.

47.13 Environmental Claims. The Charterers shall, and shall procure that each Obligor will, inform the Owners in writing as soon as reasonably practicable upon becoming aware of:-

(a) any Environmental Claim which has been commenced or (to the best of such Obligor’s knowledge and belief) is threatened against the Vessel or any member of the Group, or

(b) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against the Vessel or any member of the Group,

in each case where such Environmental Claim might reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

47.14 Further Assurance. The Charterers shall promptly take such steps as the Owners may deem necessary or appropriate to maintain and protect the interests of the Owners under the Transaction Documents, including filing and/or registering the Transaction Documents and the execution of such additional documents as the Owners may require.

47.15 Subordination. The Charterers shall procure that all loans or advances to it from (i) any Obligor, (ii) any Permitted Holder, or (iii) any Subsidiary of the Guarantor, Mr. Economou and/or his direct .lineal descendants (each such entity a “Subordinated Lender”) shall be subordinated to the Secured Liabilities and shall further procure that:

(a) the relevant Subordinated Lender will enter into a subordination deed (in form and substance satisfactory to the Owners) (each a “Subordination Deed”) in favour of the Owners prior to making such loan or advance and that such Subordinated Lender will do all such acts and execute all such documents which the Owners may from time to time require and necessary to ensure the legality, validity, enforceability and admissibility in evidence of such subordination deeds;

(b) it will inform the Owners immediately upon such loans or advances being made; and

(c) it will not, at all times during the term of this Charter, make or purport to make

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any payment, whether in cash or otherwise, to any such Subordinated Lender on account of such loans or advances without the prior written consent of the Owners.

47.16 Sanctions.

(a) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to ensure that no one directly or indirectly uses, lends, makes payments of, contributes or otherwise makes available, all or any part of the proceeds of the purchase price under the MOA or other transaction(s) contemplated under the Transaction Documents to fund any trade, business or other activities:

(i) involving or for the benefit of any Restricted Party; or

(ii) in any other manner that would reasonably be expected to result in any Obligor or the Owners being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party.

(b) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to prevent the Vessel from being used directly or indirectly:

(i) by or for the benefit of any Restricted Party; and/or

(ii) in any trade which could expose the Vessel, any Obligor, the Owners, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions.

48. VESSEL UNDERTAKINGS

The undertakings in this Clause 48 shall remain in force throughout the Charter Period.

48.1 Approved Manager. The Charterers shall appoint the Approved Manager to carry out technical and commercial management of the Vessel, and there shall not be any change to the Approved Manager without the Owners’ prior written consent, unless:-

(a) the Charterers notify the Owners in writing at least fourteen (14) days prior to the proposed change of the Approved Manager, together with supporting evidence satisfactory to the Owners that the requirements set out in sub- paragraphs (b) to (d) below will be met;

(b) the new Approved Manager is a commercial and technical manager that is wholly owned by the Permitted Holders;

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(c) the new Management Agreement is on such terms that are substantially the same as, or more favourable to the Charterers than, the original Management Agreement dated 9 May 2017 entered into between TMS Bulkers Ltd. and the Charterers; and

(d) immediately upon the change of the Approved Manager,

(i) the Charterers provide the Owners with a certified true copy of the new Management Agreement; and (ii)the Charterers and the new Approved Manager execute in favour of the Owners such supplements and/or replacements to the General Assignment, the Assignment of Management Agreement each in form and substance satisfactory to the Owners; and

(iii) the Charterers and the new Approved Manager provide to the Owners certified true copies of their corporate authorisations for the execution of the documents referred to in sub-paragraphs (i) and (ii) above, each in form and substance reasonably satisfactory to the Owners.

48.2 Intentionally omitted.

48.3 Compliance with laws. The Charterers shall at all times ensure compliance with all applicable Environmental Laws and all other laws and regulations relating to the Vessel and the operation and management thereof, provide information to the Owners regarding such matters, and take all reasonable precautions to ensure that the Approved Manager, any sub-charterers, and the crews, employees, agents or representatives of the Charterers at all times comply with such Environmental Laws and other applicable laws.

48.4 Compliance with SOLAS, ISM Code, ISPS Code, etc.  The Charterers shall at all times ensure compliance with all applicable international conventions, codes and regulations, including the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the STCW 95, the ISM Code and the ISPS Code (as each such term is defined in the relevant amendments to SOLAS), and ensure such compliance the Approved Manager or any company performing ship management services in respect of the Vessel on behalf of the Charterers, in all cases at any time before the deadline under the relevant conventions, codes and regulations.

48.5 Intentionally omitted.

48.6 Modification. The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterer will not) make any modification or repairs to, or replacement of, the Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Vessel or materially reduce its value or utility, without the Owners’ prior written consent. If the Owners so consents, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before termination of this Charter.

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48.7 Installation and removal of parts.

(a) The Charterers shall (and shall procure that the Approved Manager will) at their own cost replace, renew or substitute such items of equipment as shall be damaged or worn as to be unfit for use.

(b) The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterers will not) remove any material part of the Vessel, or any item of equipment installed on, the Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Encumbrance or any right in favour of any person other than the Owners and becomes on installation on that the Vessel the property of the Owners.

(c) The ownership title of any replaced, renewed or substituted equipment or part shall remain with the Owners, except for any equipment installed by the Charterers pursuant to sub-paragraph (d) below.

(d) Notwithstanding the above, the Charterers may install equipment not owned by the Owners if the equipment can be removed without any risk of damage to the Vessel.

48.8 Voyage declarations. The Charterers shall (and shall ensure that the Approved Manager and any sub-charterer shall) at all times make such (quarterly) voyage declarations if and as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover for trading in and to the United States of America and the Exclusive Economic Zone (as defined in the Oil Pollution Act).

48.9 Certificate of Financial Responsibility.  If the Vessel at any time shall call on any US port, the Charterers shall (and will procure that the Approved Manager will), in accordance with the regulations of the Oil Pollution Act and in line with the requirements of the US Coast Guard, obtain in time a Certificate of Financial Responsibility (C.O.F.R), a copy of which shall promptly be provided to the Owners at the request of the Owners.

48.10 Inspection of Vessel.  The Charterers shall (and will procure that the Approved Manager and any sub-charterers will) permit, and shall provide all necessary assistance to, the Owners to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such inspection or survey on its behalf at the reasonable cost of the Charterers (including the fees of any surveyor) in order to ascertain the condition of the Vessel and to inspect copies of the Vessel’s logs and records certified as true by the Vessel’s master (and the Owners may, for the purpose of such inspection, dry-dock the Vessel if the Vessel has not been dry-docked in accordance with Clause I 0(g)), provided that, so long as no Termination Event has occurred and is continuing, such inspection or survey shall be at any reasonable time or times upon giving written notice to the Charterers without undue disruption or delay to the operation of the Vessel, the Charterers shall bear the reasonable cost of no more than two (2) such

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inspections for each calendar year. The Charterers shall afford all proper security and safety items for such inspections and give the Owners reasonable advance notice of any intended dry-docking of the Vessel.

48.11 Prevention of and release from arrest/detention.

(a) The Charterers shall (and shall procure the Approved Manager to) promptly discharge:-

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel, its earnings or its Insurances;

(ii) all Taxes, dues and other amounts charged in respect of the Vessel, its earnings or its Insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel, its earnings or its Insurances.

(b) In the event the Vessel is arrested or detained at any time in any jurisdiction by any person having or purporting to have a claim against or any interest in the Vessel or the bunker of the Vessel not due to the fault of the Owners, the Charterers shall (and shall procure the Approved Manager to) within sixty (60) days of such arrest or detention resolve such arrest or detention by way of provision of guarantee or security for costs (whether by the Charterers or its protection and indemnity association or otherwise) or by such other means necessary to ensure the Vessel is released from such arrest or detention and available for operation.

48.12 Maintenance of ownership title and registration. The Charterers shall (and shall procure the Approved Manager to) do all that may be necessary to maintain such documentation and registration in force and so that the Owners shall be held to be the sole and absolute Owners of the whole of the Vessel, and any annual taxes, duties, expenses and fees and other expenses whatsoever for the maintenance of such documentation and registration (including fees payable to lawyers) shall be borne and paid by the Charterers; and the Charterers shall, as soon as possible thereafter, install and shall, continuously thereafter during the Charter Period, cause the permanent certificate of register of the Vessel in the ownership of the Owners to be installed on board the Vessel together with all other ship’s papers including but not limited to those relating to the title of the Vessel in the name of the Owners.

48.13 Provision of Vessel-related information. The Charterers shall (and shall procure the Approved Manager to) as soon as reasonably practicable provide the Owners with any information which it requests regarding:-

(a) the Vessel, its condition, employment, position and engagements (including copies of the relevant sub-charter and/or charter guarantee, if requested by the Owners);

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(b) the earnings of the Vessel and payments and amounts due to the Vessel’s master and crew;

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

(d) any towages and salvages; and

(e) the Vessel’s, the Charterers’ and/or the Approved Manager’s compliance with the ISM Code, the ISPS Code, MARPOL and other applicable laws and regulations (including copies of the Charterers’ and/or the Approved Manager’s Document of Compliance, if requested by the Owners).

48.14 Notification of certain events. The Charterers shall (and shall procure the Approved Manager to) forthwith notify the Owners in writing of:-

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

(b) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is or will not be complied with by the relevant due date(s);

(d) any arrest or detention of the Vessel, any exercise or purported exercise of any lien on the Vessel or its earnings or any requisition of the Vessel for hire;

(e) any intended dry docking of the Vessel;

(f) any Environmental Claim made against the Charterers or any Obligor or in connection with the Vessel, or any Environmental Incident;

(g) any claim for breach of the ISM Code, the ISPS Code or the MARPOL being made against the Charterers, any of the Approved Manager or otherwise in connection with the Vessel; or

(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code, ISPS Code or MARPOL not being complied with,

and the Charterers shall (and shall procure the Approved Manager to) keep the Owners advised in writing on a regular basis and in such detail as the Owners shall reasonably require of the status and development of the above events or matters.

48.15 Restrictions on sub-chartering, appointment of managers etc.  The Charterers shall not:

(a) let the Vessel on demise charter for any period;

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(b) enter into any time or consecutive voyage charter in respect of the Vessel with a term of twelve (12) months or more, unless such charter is promptly upon execution assigned by way of security in favour of the Owners in form and substance satisfactory to the Owners (any such assignment being an “Assignment of Charter”);

(c) sub-charter the Vessel otherwise than on bona fide arm’s length terms at the time when such charter is fixed;

(d) appoint a manager of the Vessel other than an Approved Manager;

(e) put the Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed United States Dollars One Million (US$1,000,000) (or the equivalent in any other currency) unless (i) that person has first given to the Owners and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on the Vessel or its earnings for the cost of such work or for any other reason or (ii) in the absence of such written undertaking referred in (i) above, the Charterers have provided to the Owners documentary evidence reasonably satisfactory to the Owners showing either that the Charterers have adequate reserve to discharge all amounts payable or to be payable to such person for the work to be done upon the Vessel or that the insurance companies and/or underwriters of the Vessel have accepted the Owners’ and/or Charterers’ claim under the Insurances in respect of the work to be done on the Vessel and such insurance companies and/or underwriters have agreed to pay the proceeds of insurance in an amount not less than the amount payable or to be payable to such person for the work to be done upon the Vessel.

48.16 No operational interest. The Charterers will ensure that the Owners are not at any time represented as carrying goods in the Vessel, or as being in any way connected or associated with any operation, or as having any operational interest m, or responsibility for, the Vessel.

49. INSURANCES

The undertakings in this Clause 49 shall remain in force throughout the Charter Period.

49.1 Maintenance of Insurance. The Charterers shall insure and keep the Vessel insured free of cost and expense to the Owners and in the joint names of the Owners and the Charterers or otherwise as the Owners and the Charterers may agree:-

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

(b) against war risks (including terrorism cover, on hull and machinery basis and on war protection and indenmity);

(c) against full protection and indenmity risks (including oil pollution liability risks);

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(d) against such other risks of whatsoever nature and howsoever ansmg as reasonably required by the Owners if such a cover is available in the marine insurance market and it is common marine market practice to have it in place;

on the following terms:

(i) in Dollars;

(ii) on terms consistent with prevailing international market practice from time to time be approved by the Owners;

(iii) in case of the fire and usual marine risks in (a) above, in an amount on an agreed value basis of at least the greater of (x) the then current Market Value or (y) 120% of the Charterhire Principal Balance.

(iv) in case of war risks in (b) above, the full value and tonnage of the Vessel;

(v) in case of protection and indemnity risks in (c) above, the full value and tonnage of the Vessel;

(vi) in the case of pollution liability risk for protection and indemnity risks; for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market (currently USDl,000,000,000);

(vii) with international reputable insurance brokers (the “Approved Brokers”) and insurance companies and/or underwriters or (in the case of protection and indemnity risks) protection and indemnity association being a member of the International Group of P&I Clubs, in each case approved by the Owners.

49.2 Innocent Owners Insurances. The Owners shall be at liberty to effect, maintain and renew innocent owners insurances and owners’ additional perils (pollution) insurance (and, if required by the Mortgagee, mortgagee’s interest insurance and mortgagee’s additional perils (pollution) insurance) in relation to the Vessel in each case in an amount on an agreed value basis of at least the greater of (i) the then current Market Value or (ii) 120% of the Charterhire Principal Balance, on such terms, through such insurers and generally in such manner as the Owners may from time to time reasonably consider appropriate, and the Charterers shall upon demand fully indemnify the Owners in respect of all premiums and other expenses which are reasonably incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

49.3 Fleet cover.

(a) If any of the Insurances form part of a fleet cover, the Charterers shall procure the Approved Brokers not to cancel the Insurances for reason of non-payment of premiums for other vessels/units under such fleet cover or of premiums for such other Insurances, and, to the extent allowed under the relevant terms of the Insurances, the Charterers shall procure that the Approved Brokers shall undertake to the Owners that they shall neither set-off against any claims in

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 respect of the Vessel any premiums due in respect of other vessels/units under such fleet cover or any premiums due for other Insurances.

(b) The Charterers undertake to issue a separate policy in respect of the Vessel being part of a fleet cover if it becomes necessary to protect the Owners’ interests in the Insurance and when so reasonably requested by the Owners.

49.4 Payment under Insurances. The Charterers shall punctually pay all premiums, calls, contributions or other sums payable in respect of all such Insurances and shall upon the Owners’ demand produce copies of all relevant receipts or other evidence of payment.

49.5 Notification of Insurance details. Except in the case of renewal pursuant to Clause 49.6, the Charterers shall, at least ten (10) Banking Days (or such shorter period of time as may be consented to by the Owners) prior to the Charterers effecting any such Insurances, notify the Owners in writing of the details of such proposed Insurances (including, without limitation, details of the insurer and the conditions of the policy).

49.6 Renewal oflnsurances. The Charterers shall:-

(a) at least fourteen (14) days before the relevant policies, contracts or entries expire, notify the Owners in writing of the names of the brokers proposed to be employed by the Charterers for the purposes of the renewal of such Insurances and of the amounts in which such Insurances are proposed to be renewed and the risks to be covered, in each case subject to compliance with any requirements of the Owners pursuant to this Clause 49;

(b) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will at least seven (7) days before such expiry confirm in writing to the Owners that they have been instructed to renew the relevant Insurances and such renewals are in the process of being effected in accordance with the instructions so given, and the Charterers shall provide the Owners with details of the instructions as the Owners may require; and

(c) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will prior to such expiry confirm in writing to the Owners that the relevant Insurances have been renewed, and the Charterers shall provide the Owners with details of the renewed Insurances as the Owners may require.

49.7 Copies of Insurance Certificates. On or promptly after the Actual Delivery Date and within five Banking Days following the issuance or renewal of any insurance policy required to be in effect under this Charter, the Charterers shall furnish the Owners with approved certificates of all Insurances. Such certificates shall be executed by the insurer or by an Approved Broker. Such certificates shall identify underwriters, the type of insurance, the insurance limits and the policy term and shall specifically list the special provisions enumerated for such insurance required by this Clause 49. Concurrently with the furnishing of any such certificate, the Charterers shall furnish the Owners with a certificate of an Approved Broker to the effect that the insurance then carried or to be renewed is in accordance with the terms of this Clause 49, such insurance is in full force and effect and all premiums then due and payable have been paid.

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49.8 Copies of Insurance Policies. On or promptly after the Actual Delivery Date, promptly upon receipt of each such policy, the Charterers shall deliver to the Owners each policy of the Insurances then in effect.

49.9 Guarantees and indemnities. The Charterers shall arrange for the execution of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association.

49.10 Deposit of policies. The Charterers shall deposit with the Approved Brokers (or procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued in connection with the Insurances as are effected through the Approved Brokers and to procure that the interest of the Owners shall be endorsed and, where the Insurances have been assigned to the Owners, by means of a notice of assignment the Owners shall be furnished with the originals thereof and to procure that the Approved Broker shall issue to the Owners a letter or letters of undertaking in such form as shall from time to time be reasonably required by the Owners (in line with market standard).

49.11 Intentionally omitted.

49.12 Notice of default, etc. under the Insurances. The Charterers shall promptly inform Owners of each written notice received by it with respect to the cancellation of, adverse change in, or default under the Insurances.

49.13 Insurance consultant’s opinion. The Charterers shall within three (3) Banking Days’ of the Owners’ written demand indemnify the Owners for the cost of the insurance opinion referred to in Clause 35.2(b)(i) and any additional insurance reports or opinions as may be required by the Owners.

49.14 Assistance to the Owners. The Charterers shall do all things and provide all documents, evidence and information as may be necessary to enable the Owners to collect or recover any moneys which shall at any time become due to them in respect of the Insurances.

49.15 Employment of Vessel to conform with terms of Insurances. The Charterers shall not (and shall procure that Approved Manager that they will not) employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.

49.16 Application of insurance proceeds. The Charterers shall apply all sums receivable under the Insurances which are paid to the Charterers in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect whereof the insurance moneys shall have been received.

49.17 Entry into US waters. if the Vessel shall at any time enter the waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the Oil Pollution Act):-

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(i) the Charterers shan procure that the certificate of entry for the Vessel issued by the protection and indemnity association with which it is entered is endorsed with the U.S. Oil Ponution Clause 20/2/91 (as amended or replaced from time to time) and the Charterers shan procure for the Owners sufficient documentary evidence that the Charterers have provided an declarations and satisfied an other requirements of the association and that the U.S. Trading Exclusion Clause (as defined in the rules and policies of such protection and indemnity association) has been deleted from the cover; and

(ii) the Charterers shall make (and shall procure that the Approved Manager shall make) an such quarterly or other voyage declarations as may from time to time be required by the protection and indemnity risks association in order to maintain cover for trading to the United States of America and Exclusive Economic Zone and promptly deliver to the Owners copies of all such declarations.

49.18 Provision of information. The Charterers shall produce to the Owners upon demand copies of all policies, certificates of insurance or entry, cover notes and binders relating to the Insurances, and furnish the Owners with any other evidence of the existence of the Insurances as the Mortgagee may request. The Charterers shall procure that the Approved Brokers or the insurers give to the Owners such information as to the Insurances taken out or being or to be taken out in compliance with the Charterers’ obligations under this Clause 49 or as to any other matter which may be relevant to the Insurances as the Owners may reasonably request.

49.19 Indemnity to Owners.Without prejudice to any other provisions of this Charter, in the event that any act, inaction or negligence of the Charterers, the Approved Manager or any sub-charterers shan vitiate any of the Insurances herein provided, the Charterers shall pay to the Owners an losses and indemnify the Owners against an claims and demands which would otherwise have been covered by such Insurances.

49.20 Amendment to the Insurances.The Charterers shan not cause or permit any material adverse change to be made to the terms of any of the Insurances without the prior written consent of the Owners. Should any change be permitted or occur without the consent of the Owners then, without prejudice to the aforesaid obligation of the Charterers or to the rights of the Owners on a Termination Event or to any other provision in this Charter, the Charterers shan forthwith give written notice to the Owners.

49.21 Right to Procure Insurance. In the event the Charterers fail to procure or maintain, or the insurance coverage required by this Clause 49, the Owners, upon 30 days’ prior notice (unless such insurance coverage would lapse within such period, in which event notice shan be give as soon as reasonably possible) to the Owners of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same. An amounts so advanced for such purpose by the Owners and shall become an additional obligation of the Charterers to the Owners, and the Charterers shan forthwith pay such amounts to the Owners together with interest accrued thereon in accordance with Clause 38.7 from the date so advanced.

49.22 Modification of insurance requirements. Notwithstanding the foregoing provisions in this Clause 49, the Owners shall be entitled to review the requirements of this Clause 49 from time to time in order to take account of significant changes in circumstances arising

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as a result of any change in circumstances with respect to the Vessel (including without limitation the operation and maintenance thereof) or any amendment to the existing laws of, or adoption of new laws by, any relevant jurisdiction after the date of this Charter (such changes in circumstances to include, without limitation, changes in the availability or the cost of insurance and/or protection and indemnity coverage). The Owners may notify the Charterers in writing from time to time of any proposed modification to the requirements of this Clause 49 which they may reasonably deem appropriate as a result of such amendment to the existing laws of, or adoption of new laws by, that jurisdiction, or as a result of the opinion of an independent firm of marine insurance brokers or an independent firm of international reputable insurance consultant referred to in Clause 49.13 above. Such modification shall take effect on and from the date it is notified in writing to the Charterers as an amendment to this Clause 49 (or, if as a result of the said opinion, from the date of the said advice), and shall bind the Charterers accordingly.

50. TOTAL LOSS

50.1 Total Loss. Notwithstanding anything to the contrary contained in this Charter, if the Vessel shall become a Total Loss:-

(a) this Charter shall be deemed as terminated from the Total Loss Date, and the Charterhire shall cease to be payable therefrom; and

(b) the Charterers shall pay to the Owners the Total Loss Sum on or before the earlier of (i) the date falling ninety (90) days after the Total Loss Date and (ii) the date of receipt by the Owners of the insurance proceeds relating to such Total Loss.

All insurance proceeds in respect of such Total Loss shall be paid to the Owners and shall be applied in deduction of the Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents. Any remaining insurance proceeds after such application shall be paid to the Charterers. For the avoidance of doubt, if such insurance proceeds are insufficient to settle the outstanding Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents, the Charterers shall remain liable for the shortfall.

51. FINANCIAL COVENANTS

51.1 Financial covenants. The Charterers shall procure the Guarantor to maintain at all times by a reference to the financial statements of the Charterers delivered pursuant to Clause 46.I :

(a) Working Capital of greater than US$0;

(b) Cash and Cash Equivalent Investments of not less than United States Dollars Fifteen Million (US$15,000,000); and

(c) ratio of (i) Consolidated Total Liabilities (excluding Cash and Cash Equivalent Investments) to (ii) Consolidated Total Assets (excluding Cash and Cash Equivalent Investments) of less than 7:10.

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51.2 Financial Definitions.  For the purposes of this Clause 51, the following definitions shall apply:

“Cash” means, at any time, freely available cash at bank credited to an account in the name of the Guarantor or any of its Subsidiaries with a reputable financial institution and to which the Guarantor or any of its Subsidiaries is alone beneficially entitled and for so long as (i) that cash is repayable on demand; (ii) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Guarantor or any of its Subsidiaries or of any other person whatsoever or on the satisfaction of any other condition; and (iii) there is no Security over that cash, provided that amounts that are subject to any Security or any Encumbrance or otherwise not freely withdrawable solely by reason of a covenant as to minimum liquidity imposed on the Guarantor or any of its subsidiaries pursuant to the borrowing arrangements of the Guarantor or any of its subsidiaries shall be included in “Cash”. For the avoidance of doubt, “Cash” shall also include the credit balance of the Debt Service Retention Account and each of the Debt Service Retention Accounts (as such term is defined in each of the Associated BBCs);

“Cash Equivalent Investments” means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

“Cash Equivalent” means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

“Consolidated Total Assets” means at any time the aggregate of all assets which would be treated as an asset of the Group in accordance with GAAP.

“Consolidated Total Liabilities” means at any time the aggregate amount of all liabilities incurred by the Group in accordance with GAAP.

“Current Assets” means, at any time, the aggregate at such time of:-

(a) the cash, stocks, marketable securities and prepayments of the Group;

(b) the debtors and deposits of the Group payable on demand or within one year from the date of computation (but excluding any amounts due from another member of the Group); and

(c) any other assets of the Group which would, in accordance with GAAP (as used in the Guarantor’s then most recent audited annual consolidated financial statements) be considered as current assets.

“Current Liabilities” at any time means the aggregate at such time of the obligations of the Group to pay money on demand or within six (6) months from the date of computation (but excluding any such obligations owed to any member of the Group) and any other obligations of the Group which would, in accordance with GAAP (as

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used in the Guarantor’s then most recent audited armual consolidated financial statements), be considered as a current liability.

“Working Capital” means, on any date, Current Assets less Current Liabilities.

51.3 Financial Covenants to Other Lenders. If, at any time before the Actual Delivery Date or during the Charterhire Period, any covenant (a “New Covenant”) regarding any aspect of the financial condition of the Guarantor and/or the Group has been given to any other lender or creditor in connection with Financial Indebtedness borrowed by, guaranteed by, or secured by security provided by the Guarantor, then the Charterers shall notify the Owners in writing within ten (10) Banking Days after the giving of the New Covenant, and:-

(b) if the New Covenant is of the same nature as, but imposes a more stringent standard than, any of the covenants set out in Clause 51.2 (Financial Covenants) or deemed incorporated as part of this Clause 51 (the “Existing Covenant”), then such Existing Covenant shall be replaced by the New Covenant which shall be deemed incorporated as part of this Clause 51.

(c) if the New Covenant is of a different nature to the Existing Covenants, then the Additional Covenant shall be deemed incorporated as part of and as an additional financial covenant in this Clause 51.

52. ASSET VALUE

52.1 Clause 52.2 below applies if the Owners notify the Charterers that

(a) the Market Value of the Vessel; plus

(b) the net realisable value of any additional security previously provided under Clause 52.2(a),

is at any time below one hundred twenty per cent. (130%) of the Charterhire Principal Balance.

52.2 If the Owners serves a notice on the Charterers under Clause 52.1, the Charterers shall, within fifteen (15) Banking Days after the date on which the Owners’ notice is served, either:

(a) provide, or ensure that a third party provides, additional security acceptable in form and substance to the Owners which, in the opinion of the Owners, has a net realisable value at least equal to the shortfall and is documented in such terms as the Owners may approve or require; or

(b) prepay (at least) such part of the Charterhire Principal Balance as will eliminate the shortfall.

52.3 The Charterers shall promptly provide the Owners and any shipbroker or expert acting under this Clause 52 with any information which the Owners, the Approved Valuer, shipbroker or expert may reasonably request for the purposes of the valuation; and, if the Charterers fail to provide the information by the date reasonably specified in the request, the valuation may be made on any basis and assumptions which the Owners, Approved Valuer, shipbroker or expert consider prudent.

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52.4 The Charterers shall at its own cost provide the Owners with valuations addressed to the Owners of the Vessel and any other ship over which additional Security has been created in accordance with Clause 52.2, to enable the Owners to determine the Market Value of the Vessel and such other ship, such valuations to be provided on one occasion in each calendar year during the month of December if no Termination Event or Potential Termination Event has occurred and is continuing, and as many times as required by the Owners if a Termination Event or a Potential Termination Event has occurred and is continuing.

52.5 Any partial prepayment shall be made together with Breakage Costs (if any), and shall be applied towards reducing the Charterhire Principal Balance in the inverse order of maturity.

53. CALL OPTION

53.1 The Charterers shall have the option to purchase the Vessel and the right to compel, require and oblige the Owners to enter into an agreement with the Charterers for the sale of the Vessel to the Charterers (the “Call Option”) at the Call Option Price.

53.2 The Call Option may only be exercised by the Charterers if:-

(a) a written notice exercising the Call Option is served by the Charterers upon the Owners at least two (2) months before the date on which the Sale to the Charterers is intended to occur;

(b) the Sale to the Charterers takes place after the first (1st) anniversary of the Actual Delivery Date; and

(c) no Termination Event has occurred and is continuing from the time such notice is served until the Sale to the Charterers has occurred.

53.3 If the Charterers fail to pay the Call Option Price, then the Owner may (but is not bound to) terminate this Charter in accordance with Clause 55.1, in lieu of their right to claim against the Charterer for the Call Option Price.

54. TERMINATION EVENTS

54.1 Termination Events. Subject to Clause 54.3 (No Termination Event upon change of Approved Manager), each of the following events shall be a “Termination Event” for the purposes of this Charter:-

(a) Non-payment. An Obligor does not pay on the due date any amount payable under any Transaction Document unless such failure to pay is caused by an administrative or technical error or a Disruption Event, and payment is made within three (3) Banking Days of its due date.

(b) Breach of key provisions. Any breach occurs of Clauses 45.l(s) (No money laundering), 45.l(t) (Sanctions), 47.1 (Authorisations), 47.2 (Compliance with laws) 47.9 (Debt Service Retention Account), 47.10 (Merger), 47.16

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(Sanctions), 49 (Insurances), 51 (Financial Covenants) or 52 (Asset Value);

(c) Other obligations.Any Obligor does not comply with any provision of the Transaction Documents (other than those referred to in Clause 54.l(a) (Non- payment) and (b) (Breach of key provisions), provided that no Termination Event will occur if the failure to comply is in the opinion of the Owners (acting reasonably) capable of remedy and is remedied to the Owners’ satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) the Charterers and/or the such Obligor becoming aware of the failure to comply.

(d) Misrepresentation. Any representation or statement made or deemed to be made by an Obligor in the Transaction Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, provided that no Termination Event will occur if the circumstances, events or omissions giving rise to such misrepresentation are capable of remedy and are remedied to the Owners’ satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) any Charterers and/or such Obligor becoming aware of the failure to comply.

(e) Cross default.

(i) Any Financial Indebtedness of any Obligor or member of the Group is not paid when due nor within any originally applicable grace period.

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(ii) Any Financial Indebtedness of any Obligor or member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(iii) Any commitment for any Financial Indebtedness of any Obligor or member of the Group is cancelled or suspended by a creditor of any Obligor or member of the Group as a result of an event of default (however described).

(iv) Any creditor of any Obligor or member of the Group becomes entitled to declare any Financial Indebtedness of any Obligor or member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(v) Any default under any Financial Indebtedness of any Obligor or any other member of the Group occurs and such default shall cause any Security on any asset of any Obligor or any other member of the Group securing such Financial Indebtedness to become enforceable.

(vi) No Termination Event will occur under this Clause 54.l(e) if:-

(A) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Obligors (other than the Approved Manager) falling within sub-paragraphs (i) to (v) above is less than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in any other currency or currencies); or

(B) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Approved Manager falling within sub-paragraphs (i) to (v) above is less than United States Dollars Three Million (US$3,000,000) (or its equivalent in any other currency or currencies).

(f) Default under Associated BBCs. A “Termination Event” (as defined in any of the Associated BBCs) has occurred and is continuing.

(g) Failure to pay final judgment. Any Obligor or member of the Group fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within fifteen

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(15) days of such final judgment being issued.

(j) Insolvency.

(i) Any Obligor or member of the Group is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(ii) The value of the assets of any Obligor or member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

(iii) A moratorium is declared in respect of any indebtedness of any Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(i) Insolvency proceedings.

(i) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(1) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or member of the Group;

(2) a composition or arrangement with any creditor of any Obligor or member of the Group, or an assignment for the benefit of creditors generally of any Obligor or member of the Group or a class of such creditors;

(3) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or member of the Group or any of its assets; or

(4) enforcement of any security over any assets of any Obligor or member of the Group,

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or any analogous procedure or step is taken in any jurisdiction.

(j) Creditors’ process.Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(k) Invalidity or unenforceability of Relevant Documents. Any of the Relevant Documents shall at any time and for any reason (apart from any reason due to the Owners) become invalid or unenforceable or otherwise cease to remain in full force and effect in any respect, or if the validity or enforceability of any of the Relevant Documents shall at any time and for any reason be contested.

(l) Unlawfulness.  It is or becomes unlawful for an Obligor to perform any of its obligations under the Relevant Documents.

(m) Repudiation.An Obligor repudiates a Relevant Document or evidences an intention to repudiate a Relevant Document.

(n) Cessation of business. An Obligor suspends or ceases to carry on all or a material part of its business or there is a material change in the business of any Obligor’ s business.

(o) Shareholding.

(i) The Shareholder ceases to be the sole direct legal and equitable shareholder of the Charterers.

(ii) The Guarantor ceases to be the sole direct legal and equitable, or indirect equitable, shareholder of the Shareholder.

(iii) The Permitted Holders cease to legally, equitably and directly own, or equitably and indirectly own, at least fifty percent (50%) of the issued share capital of the Guarantor.

(iv) The Permitted Holders cease to be the sole direct legal and equitable, or indirect equitable, shareholders of the Approved Manager.

(p) Delisting.The shares of the Guarantors cease to be listed on the Stock Exchange, or are otherwise suspended from trading on the Stock Exchange for more than thirty (30) days.

(q) Failure to release Vessel from arrest. The Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim (other than for

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reasons attributable to the Owners) and is not released in accordance with Clause 48.11 (Prevention of and release from arrest/detention).

(r) Approvals revoked, expired etc.. Any consent, authorisation, licence or approval necessary for the Relevant Documents to be or remain the valid and legally binding obligations of the Obligors, or to enable the Obligors to perfonn their obligations hereunder or thereunder, shall be adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed, and such situation is not remedied within fourteen (14) days.

(s) Material adverse change. Any other event occurs or any other circumstances arise or develop including, without limitation:-

(i) a change in the business, operations, property or financial condition of any Obligor; or

(ii) any change in the global, economic, political, international money and/or capital markets,

which might reasonably be expected to have a Material Adverse Effect.

(t) Failure on maintenance and repairs. The Charterers fail to rectify any failure to comply with Clause l0(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested the Charterers in writing so to do, so that the Insurances are not prejudiced.

(u) Security imperilled. Any Transaction Security is in any way imperilled or in jeopardy.

(v) Non-registration of Vessel. The Vessel is not or ceases to be registered under the Flag State.

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(w) Breach of Environmental Law or Environmental Approval; Environmental Claim. The Charterers or the Approved Manager fail to comply with any Environmental Law or any applicable Environmental Approval or the Vessel has been involved in any incident which gives rise or may give rise to an Environmental Claim against the Vessel, the Charterers and/or the Approved Manager if, in any such case, such non-compliance or incident or the consequences thereof could, in the reasonable opinion of the Owners, and having regard to any insurance cover available to meet any liabilities arising in relation to such incident, reasonably be expected to have a Material Adverse Effect.

(x) Breach of Insurances. The Charterers or any other relevant person fails to maintain or omits to comply with any requirements of the protection and indemnity association or other insurer with which the Vessel is entered for Insurances or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where any the Vessel operates or trades) is liable to cancellation, qualification or exclusion at any time.

54.2 Owners’ right to terminate Charter. Upon the occurrence of a Tennination Event, the Owners may (but not bound and without prejudice to the Charterers obligations) by written notice to the Charterers terminate this Charter and the chartering of the Vessel under this Charter forthwith and recover any and all amounts due and payable hereunder and/or resulting from such termination and to exercise its rights in the manner as set out in Clause 55.

54.3 No Termination Event upon change of Approved Manager. The occurrence of any event set out in Clause 54.1 (Termination Events) shall not constitute a Termination Event if:-

(a) such event relates solely to the Approved Manager (but not to any other Obligor or the Vessel); and

(b) the Approved Manager is replaced in accordance with Clause 48.1 (Approved Manager):-

(i) within fourteen (14) days of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event; or

(ii) if the grace period set out in sub-paragraph (i) above is not reasonably practicable having regard to the Vessel’s contractual commitments at the time, the Charterers shall promptly notify the Owners in writing of the expected time frame, and the Approved Manager shall be so replaced as soon as reasonably practicable but in any event within one

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(1) month of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event.

55. OWNERS’ RIGHTS ON TERMINATION AND EXPIRY OF CHARTER PERIOD

55.1 At any time after a Termination Event shall have occurred and is continuing or the right of the Owners to terminate this Charter under any other provisions of this Charter or at law has arisen, the Owners may, by notice in writing to the Charterers immediately, or on such other date as the Owners shall specify:

(a) if the Vessel has not yet been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners the amounts payable under Clause 56 (Fees, Costs and Expenses) and other amounts payable under the Transaction Documents; or

(b) if the Vessel has already been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners, as liquidated damages, the Termination Sum.

55.2 Upon the giving of notice of termination under Clause 55.1:

(a) the Owners may exercise any other right or remedy which may be available to it at law or in equity, or proceed by appropriate judicial or administrative action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Charter;

(b) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners’ request in accordance with Clause 59 (Redelivery); and

(c) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

55.3 Upon the expiry of the Charter Period, the Charterers shall have paid to the Owners the End Charterhire and other amounts payable under the Transaction Documents, failing which:-

(a) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners’ request in accordance with Clause 59 (Redelivery); and

(b) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

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55.4 Following termination of the chartering of the Vessel hereunder pursuant to Clause 55.1 or the expiry of the Charter Period, the Charterers shall irrevocably continue to comply with their obligations under this Charter, including the payment of all amounts payable under this Charter and the Transaction Documents (including the Termination Sum) and/or compliance with the Owners’ request for redelivery of the Vessel under Clause 59 (Redelivery).

55.5 For the purpose of securing to the Owners the due and punctual performance by the Charterers of its obligations under this Charter and any Transaction Documents to which it is a party, the Charterers hereby irrevocably and by way of security appoints the Owners as its attorney on its behalf and in its name or otherwise to execute or sign any document and do any act or thing which it is obliged to do under this Charter or any Transaction Documents to which it is a party, provided that this power of attorney shall only be capable of being exercised by the Owners until the occurrence of a Termination Event which is continuing.

55.6 Upon the expiry of the Charter Period or this Charter is terminated and upon full payment to the satisfaction of the Owners of the End Charterhire (in case of the expiry of the Charter Period) or the Termination Sum (in case of termination of the Charter) and all other amounts payable by the Charterers to the Owners under the Transaction Documents, the Owners shall, for a consideration of US$ l, transfer to the Charterers (or its nominee) all of the Owners’ rights, title and interest in the Vessel based on such Memorandum of Agreement in form and substance substantially the same as Norwegian Sale Form 2012 (or any updated version of the same) to be agreed and executed by the Owners and the Charterers and subject to the terms under Clauses 43.3, 43.4 and 43.5. The transfer of ownership of the Vessel referred to in this Clause shall constitute the “Sale to the Charterers”.

55.7 If the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), whether or not the Vessel has been delivered to the Charterers:

(a) subject to Clause 55.7A (Charterers’ right of first refusal), the Owners shall be entitled (but not bound) to sell the Vessel, without the Charterers’ consent, for such price and on such terms and conditions as it may, in its absolute discretion, think fit; and

(b) the gross proceeds of the sale of the Vessel received by the Owners (the “Gross Sale Proceeds”) shall, after deduction of:

(i) all evidenced expenses, disbursements, taxes and expenses whatsoever as may have been incurred by the Owners in respect of the sale of the Vessel; and

(ii) any outstanding Termination Sum (in the case of Clause 55.1(b)) or any amounts payable under the Transaction Documents (in the case of Clause 55.l(a) or 55.3),

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be retained by the Owners, only to be paid to the Charterers within fifteen (15) Banking Days after each of the Associated BBCs have terminated and all amounts payable to the Associated Owners under the Associated Transaction Documents have been duly received by the Associated Owners.

If the Gross Sale Proceeds are not sufficient to cover the amounts set out in sub- paragraphs (i) and (ii) above in full, the Charterers shall remain liable for the shortfall according to the terms of this Charter.

55.7A Charterers’ right of first refusal. If the Owners exercise its right to sell the Vessel pursuant to Clause 55.7 through private sale (instead of public auction), the Owners are obliged to notify the Charterers in writing of the proposed sale price (the “Proposed Price”) and the proposed terms and conditions (the “Proposed Terms”) offered by any third party to the Owners, and, provided that no Termination Event (as defined in the Associated BBCs) has occurred and is continuing, the Charterers shall have the right to purchase (or nominate a purchaser controlled by the Permitted Holders to purchase) the Vessel, to be exercised by the Charterers by written notice to the Owners within three (3) Banking Days of the Charterer’s receipt of the said notice:-

(a) at a price no Jess than the sum of the amounts set out in Clause 55.7(b)(i) and (ii); and

(b) on such terms and conditions, each no less favourable to the Owners than the corresponding term or condition in the Proposed Terms or the Norwegian Sale Form 2012 (or any updated version of the same) (whichever is more favourable to the Owners),

and in any event subject to the requirements set out in Clauses 43.3 43.4 and 43.5.

55.8 If the Vessel has already been delivered to the Charterers and the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), the Owners shall be entitled (but not bound) to retain ownership title to the Vessel by declaration in writing to the Charterers:-

(a) declaring that the Owners shall retain ownership of the Vessel pursuant to this Clause;

(b) setting out the Market Value as of the Termination Date (in case of Clause 55.1) or as of the expiry of the Charter Period (in case of Clause 55.3); and

(c) setting out the difference between the Market Value and the Termination Sum (in the case of Clause 55.1(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3).

If the Market Value as of the Termination Date (in case of Clause 55.1) or the expiry of the Charter Period (in case of Clause 55.3) is less than the Termination Sum (in the

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case of Clause 55.1(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3), the Charterers shall remain liable to pay to the Owners such difference according to the terms of this Charter.

55A. OWNERS’ DEFAULT

(a) If, in the absence of any Termination Event which is continuing, the Vessel is arrested or otherwise detained as a result of the Owners’ direct actions or omissions, the Owners shall at their own expense take all reasonable steps, including the provision of bail, to procure that the Vessel is released within a reasonable period of time.

(b) If any arrest or detention of the Vessel referred to in paragraph (a) above continues for a period of more than forty-five (45) days, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the notice period required under Clause 53.2(a) shall be shortened to ten (10) Banking Days before the date on which the Sale to the Charterers is intended to occur;

(ii) the requirement under Clause 53.2(b) shall not apply; and

(iii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

(c) Upon the termination of this Charter and the Sale to the Charterers pursuant to the procedure set out above, any liabilities and obligations of the Owners to the Charterers under the Transaction Documents, at law or otherwise shall be extinguished and fully discharged. The Parties agree that the Charterers’ remedies in respect of any breach by the Owners of the Transaction Documents shall be limited to those set out in this Clause 55A.

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56. FEES, COSTS AND EXPENSES

56.1 Upfront Fee. The Charterers shall pay the Owners a non-refundable upfront fee (the “Upfront Fee”) pursuant to the terms of the Fee Letter.

56.2 Transaction expenses. The Charterers shall, within ten (10) Banking Days of demand, pay the Owners the amount of all properly documented costs and expenses (including legal fees) reasonably incurred by the Owners in connection with:-

(a) the negotiation, preparation, printing and execution of:-

(i) this Charter and any other documents referred to in this Charter;

(ii) any other Transaction Documents executed after the date of this Charter; and

(b) delivery of the Vessel under the MOA and this Charter.

56.3 Amendment costs.If an Obligor requests an amendment, waiver or consent, the Charterers shall, within ten (10) Banking Days of demand, reimburse the Owners for the amount of all costs and expenses (including legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement.

56.4 Enforcement costs. The Charterers shall, within three (3) Banking Days of demand, pay to the Owners the amount of all costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Transaction Document.

57. ASSIGNMENT AND SET-OFF

57.1 This Charter shall be binding upon and enure for the benefit of the Owners and the Charterers and their respective successors and permitted assigns.

57.2 The Charterers shall not be entitled to assign or transfer any of their rights or obligations under this Charter, unless with the prior written consent of the Owners.

57.3 In addition to the right of the Owners to assign or transfer under Clause 42 and 43, the Owners may at any time assign or transfer any or all of its rights and/or obligations under this Charter and/or the other Transaction Documents to any bank, financial institution, trust, fund or other entity (or their nominees) without the prior consent of the Charterers. ICBC Financial Leasing Co., Ltd. may at any time after the Actual Delivery Date assign or transfer its ownership in the Owners to any of the aforementioned entities without the prior written consent of the Charterers. For the avoidance of doubt, any such assignment or transfer shall (i) be at the Owners’ cost, (ii) not affect the Charterers’ right of quiet enjoyment of the Vessel under this Charter and (iii) shall not result in any additional cost, liabilities or undertakings on the part of Charterers. The Charterers shall,

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at the cost of the Owners, provide reasonable assistance in effecting any such transfer or assignment, including to enter into (and procure the other Obligors to enter into) novations, transfer agreements and acknowledgements of notices.

57.4 Without prejudice to any right of set-off, combination of accounts, lien or other rights which the Owners are at any time entitled whether by operation of law or contract or otherwise, the Owners may (but shall not be obliged to) set off against any obligation of the Charterers due and payable by it hereunder without prior notice any moneys held by the Owners for the account of the Charterers at any office of the Owners anywhere and in any currency. The Owners may effect such currency exchanges as are appropriate to implement such set-off and shall provide notice to the Charterers after such set-off.

58. CONFIDENTIALITY

58.1 The Owners and the Charterers agree (and the Charterers shall procure the Obligors and the members of the Group to) keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 58.2 and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

58.2 A receiving party of any Confidential Information may disclose such Confidential Information:

(a) to its board of directors, officers and employees (on a need to know basis), shareholders, tax legal financial and other professional advisors and rating agencies;

(b) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(c) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(d) in the case of the Owners as the receiving party of such Confidential Information, to any person:

(i) to any actual or potential financier providing funding for the acquisition or refinancing of the Vessel;

(ii) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Transaction Documents and to any of that person’s Affiliates, representatives and professional advisers;

(iii) to whom ICBCL Financial Leasing Co., Ltd. assigns or transfers (or

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may potentially assign or transfer) its shareholding in the Owners pursuant to Clause 57.3;

(e) in the case of the Charterers, any other Obligor or any member of the Group being the receiving party of such Confidential Information, to the classification society and the Flag State as may be necessary in connect with the transaction contemplated under the Transaction Documents;

(f) to any other party to the Transaction Documents; or

(g) with the prior written consent of the disclosing party.

59. REDELIVERY

59.1 Upon termination or expiry of this Charter, unless there is a Sale to the Charterers, the Owners shall have the right (but not bound) to require the Charterers to redeliver the Vessel to the Owners within thirty (30) days from the Termination Date or the expiry of the Charter Period:

(a) at the Vessel’s current or next port of call, or at a port or place convenient to them without hindrance or interference to the Charterers, courts or local authorities; and

(b) with her class maintained without any conditions or recommendation; and

(c) free of average damage affecting the Vessel’s class; and

(d) with all the Vessel’s classification, trading, national and international certificates that the Vessel had when she was delivered under this Charter and the log book and whatsoever necessary relating to the operation of the Vessel, valid and un-extended without conditions or recommendation falling due for a minimum of three (3) months from the time ofredelivery; and

(e) in the same or as good structure, state, condition and class as that in which she was deemed delivered under Clauses 3, 33 and 34 fair wear and tear not affecting class excepted; and

(f) with all such spare parts and other equipment she had at the time of delivery under this Charter together with all alterations made to the Vessel during the Charter Period without any cost to the Owners; and

(g) with all information generated during the Charter Period in respect of the physical condition of the Vessel onboard the Vessel and within the Charterers’ possession.

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59.2 The Charterers shall give the Owners not less than thirty (30) days’ notices of the expected geographical range of redelivery.

59.3 Pending physical repossession of the Vessel in accordance with Clause 59.1, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners’ representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers’ Master, officers and crew shall be the sole responsibility of the Charterers.

60. COMMUNICATIONS

60.1 Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, email address (if any) or fax number appearing below (or at such other address, email address or fax number as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Owners:

Address:	c/o ICBC Financial Leasing Co., Ltd. 10/F, Bank of Beijing Building, l 7(C) Jinrong Street Xicheng District, Beijing, People’s Republic of China
Email:	kouguangchao@icbcleasing.com
Attn:	Mr. Kevin Kou
Fax:	n/a

In the case of the Charterers:

Address: c/o TMS Bulkers Ltd. Athens Licensed Shipping Office 11 Fragkokklisias Street, GR 151 25 Marousi, Athens, Greece

Email:	finance@tms-management.org
Attn:	Mr. Dimitris Glynos
Fax:	+30 210 8090205
Tel:	+30 216 2006213

A written notice includes a notice by email (if the recipient has provided its email address as an official mode of communication to the sender). Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email within twenty-four (24) hours of sending the relevant email or a delivery receipt message is received by the sender in respect of the relevant email. Facsimile acknowledged by the answerbacks shall be deemed to be delivered upon dispatch.

60.2 All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

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61. MISCELLANEOUS

61.1 Time shall be of the essence of this Charter but no failure or delay on the part of any party to this Charter to exercise any power, right or remedy under any Transaction Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by any party to this Charter of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

61.2 any amendment or waiver of any provision of this Charter or any other Transaction Documents shall only be effective if the Owners and the Charterers so agree in writing. Any consent by the Owners under this Charter or any Transaction Document must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Owners and shall be effective only in the instance and for the purpose for which it is given.

61.3 The remedies provided in this Charter and any Transaction Document are cumulative and are not exclusive of any remedies provided by law.

61.4 If any provision of this Charter and any Transaction Document is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

61.5 This Charter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Charter by signing any such counterpart.

61.6 Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

61.7 In the event of any inconsistency in the terms set out in Part I and Part II of this Charter and the Additional Clauses (i.e. Clauses 32 to 62 and Schedules 1 to 5) of this Charter, then the terms of the Additional Clauses shall prevail.

62. LAW AND DISPUTE RESOLUTION

62.1 This Charter and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

62.2 (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Charter (including any dispute regarding the existence, validity or termination of this Charter) (a “Dispute”).

(b) The Owners and the Charterers agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

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(c) This Clause 62.2 is for the benefit of the Owners only. As a result, the Owners shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

62.3 The Charterers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

(b) jurisdiction of any court;

(c) relief by way of injunctionor order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

62.4 Without prejudice to any other mode of service allowed under any relevant law, the Charterers:-

(a) irrevocably appoints Ince Process Agents Limited of 2 Leman Street, London El 8QN, London, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Transaction Document to which it is a party; and

(b) agrees that failure by the process agent to notify the Charterers of the process will not invalidate the proceedings concerned.

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SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	Fixed Charterhire (US$)
		Castellani
1.	Actual Delivery Date	12,000,00(the “Advance Charterhire Amount”
2.	Date falling 3 months after the Actual Delivery Date	200,000
3.	Date falling 6 months after the ActualDelivery Date	200,000
4.	Date falling 9 months after the Actual Delivery Date	200,000
5.	Date falling 12 months after the ActualDelivery Date	200,000
6.	Date falling 15 months after the Actual Delivery Date	200,000
7.	Date falling 18 months after the Actual Delivery Date	200,000
8.	Date falling 21 months after the Actual Delivery Date	200,000
9.	Date falling 24 months after the Actual Delivery Date	200,000
10.	Date falling 27 months after the Actual Delivery Date	200,000
11.	Date falling 30 months after the Actual Delivery Date	200,000
12.	Date falling 33 months after the. Actual Delivery Date	200,000
13.	Date falling 36 months after the Actual Delivery Date	200,000
14.	Date falling 39 months after the Actual Delivery Date	200,000
15.	Date falling 42 months after the Actual Delivery Date	200,000
16.	Date falling 45 months after the ActualDelivery Date	200,000
17.	Date falling 48 months after the Actual Delivery Date	200,000
18.	Date falling 51 months after the Actual Deliverv Date	200,000
19	Date falling 54 months after the Actual Delivery Date	200,000
20.	Date falling 57 months after the ActualDelivery Date	200,000
21.	Date falling 60 months after the Actual Delivery Date	200,000

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22.	Date falling 63 months after the Actual Delivery Date	200,000
23.	Date falling 66 months after the Actual Delivery Date	200,000
24.	Date falling 69 months after the Actual Delivery Date	200,000
25.	Date falling 72 months after the ActualDelivery Date	200,000
26.	Date falling 75 months after the ActualDeliverv Date	200,000
27.	Date falling 78 months after the Actual Deliverv Date	200,000
28.	Date falling 81 months after the Actual Delivery Date	200,000
29.	Date falling 84 months after the Actual Delivery Date	200,000
30.	Date falling 87 months after the Actual Delivery Date	200,000
31.	Date falling 90 months after the Actual Delivery Date	200,000
32.	Date falling 93 months after the ActualDelivery Date	200,000
33.	Date falling 96 months after the ActualDelivery Date	5,800,000(the “End Charterhire Amount”)
Total Fixed Charterhire Payable (i.e. theCharterhire Principal)		24,000,000

Notes:

(a)The above dates are subject to adjustment pursuant to Clause 38.l(c).

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SCHEDULE 2

INTEREST RELATED PROVISIONS

AINTEREST RATE

1 Subject to the provisions of this Section A, the rate of interest on the Charterhire Principal Balance in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.

2 The Owners shall notify the Charterers of each rate of interest as soon as reasonably practicable after each is determined by the Owners.

3 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) Dollars; or

(ii) an Interest Period and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of 11 a.m. (London time) on the Quotation Date and for a period equal in length to that Interest Period.

(c) Cost of funds: If sub-paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period, there shall be no LIBOR and paragraph 6 (Cost of funds) shall apply to that Interest Period.

4 Calculation of Reference Bank Rate

(a) Subject to sub-paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by or about noon (London time) on the Quotation Date, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon (London time) on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

5 Market disruption and discontinuance of LIBOR

(a) If the Owners have obtained refinancing from the Mortgagee, and the interest rate under the refinancing is adjusted pursuant to the terms thereof due to the funding cost of the Mortgagee (which, for this purpose, includes any participating bank in the refinancing loan) being in excess of LIBOR, then paragraph 6 (Cost of funds) shall apply for the relevant Interest Period.

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(b) If it becomes apparent to the parties hereto that the Screen Rate for LIBOR will be discontinued indefinitely in the London interbank market, if the Owners so requires (such request to be made no earlier than ninety (90) days before the scheduled date of such discontinuance of LIBOR), the Owners and the Charterers shall enter into negotiations with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis so agreed shall be binding on the Owners and the Charterers.

6 Cost of funds

(a) If this paragraph 6 applies, the rate of interest for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified by the Owners to the Charterers as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum either (1) the cost of funding of the Mortgagee as may be notified by the Mortgagee to the Owners from time to time or (2) (if the Owners have not obtained any refinancing from a Mortgagee), the cost of funding of banks generally as may be reasonably determined by the Owners with reference to cost of funding notified to the Owners’ Affiliates by their lenders from time to time.

(b) If this paragraph 6 applies and Owners or the Charterers so requires, Owners and the Charterers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall be binding on the Owners and the Charterers.

(d) If the rate of interest is determined in accordance with paragraph (a) above for two (2) or more consecutive Interest Periods, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the requirement under Clause 53.2(b) shall not apply; and

(ii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

B INTEREST PERIOD

1 The first Interest Period applicable to the Charterhire Principal Balance shall commence on the Actual Delivery Date and subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

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2 Subject to the other Clauses in this section, each Interest Period shall be three (3) months or such other period as notified by the Owners to the Charterers. No Interest Period shall overrun a Payment Date and shall instead end of such Payment Date.

3 In respect of an instalment of the Fixed Charterhire due to be paid under Clause 37 (Charterhire) on a particular Payment Date, an Interest Period shall end on that Payment Date.

C DEFAULT INTEREST

1 An Obligor shall pay interest in accordance with the following provisions of this Section C on any amount payable by that Obligor under any Transaction Document which the Owners do not receive on or before the relevant date, that is:

(a) the date on which such Transaction Document provides that such amount is due for payment; or

(b) if such Transaction Document provides that such amount is payable on demand, the date falling three (3) Banking Days after the day on which the demand is served; or

(c) if such amount has become forthwith due and payable under Clause 55.1, the date on which it becomes forthwith due and payable.

2 Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Owners to be eight percent (8%) above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted part of the Charterhire Principal Balance in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Owners acting reasonably.

3 If any overdue amount consists of all or part of the Fixed Charterhire which became due on a day which was not the last day of an Interest Period relating to the Charterhire Principal Balance:-

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

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be six percent (6%) higher than the rate which would have applied if the overdue amount had not become due.

4 The Owners shall promptly notify the Charterers of each interest rate determined under paragraph 3 above and of each Interest Period selected for the purposes of paragraph 2; but this shall not be taken to imply that the Charterers are liable to pay such interest only with effect from the date of the Owners’ notification.

5 Subject to the other provisions of this Charter, any interest due under this Section C shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Owner.

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

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SCHEDULE 3

FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER BAREBOAT CHARTERFOR M.V. “CASTELLANI”

m.v. “Castellani” with IMO no. 9602409 (the “Vessel”) was delivered to and accepted by Kahuna Owners Inc. as charterers of the Vessel, pursuant to the Bareboat Charter dated [• l and made with Hai Kuo Shipping 1622 Limited as Owners of the Vessel, at[•] hours([•] Time) on[•] at[•].

for and on behalf of	for and on behalf of
Kahuna Owners Inc.	Hai Kuo Shipping 1622 Limited
Name:	Name:
Title:	Title:

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SCHEDULE 4

AMOUNTS UNDER PARAGRAPH (b) OF

THE DEFINITION OF TERMINATION SUM

	Time period during which this Charter is terminated		Amount (US$)
	Start Date (inclusive)	End Date (exclusive)	Castellani
1.	Actual Delivery Date	Date falling 3 monthsafter the Actual DeliveryDate	12,300,000
2.	Date falling 3 months after the Actual Delivery Date	Date falling 6 months after the Actual Delivery Date	12,095,000
3.	Date falling 6 months after the Actual Delivery Date	Date falling 9 months after the Actual Delivery Date	11,890,000
4.	Date falling 9 months after the Actual Delivery Date	Date falling 12 months after the Actual Delivery Date	11,685,000
5.	Date falling 12 months after the Actual Delivery Date	Date falling 15 months after the Actual Delivery Date	11,480,000
6.	Date falling 15 months after the Actual Delivery Date	Date falling 18 months after the Actual Delivery Date	11,275,000
7.	Date falling 18 months after the Actual Delivery Date	Date falling 21 months after the Actual Delivery Date	11,070,000
8.	Date falling 21 months after the Actual Delivery Date	Date falling 24 months after the Actual Delivery Date	10,865,000
9.	Date falling 24 months after the Actual Delivery Date	Date falling 27 months after the Actual Delivery Date	10,660,000
10.	Date falling 27 months after the Actual Delivery Date	Date falling 30 months after the Actual Delivery Date	10,455,000
11.	Date falling 30 months after the Actual Delivery Date	Date falling 33 months after the Actual Delivery Date	10,250,000
12.	Date falling 33 months after the Actual Delivery Date	Date falling 36 months after the Actual Delivery Date	10,045,000
13.	Date falling 36 months after the Actual Delivery Date	Date falling 39 months after the Actual Delivery Date	9,840,000
14.	Date falling 39 months after the Actual Delivery Date	Date falling 42 months after the Actual Delivery Date	9,635,000

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15.	Date falling 42 months after the Actual Delivery Date	Date falling 45 months after the Actual Delivery Date	9,430,000
16.	Date falling 45 months after the Actual Delivery Date	Date falling 48 months after the Actual Delivery Date	9,225,000
17.	Date falling 48 months after the Actual Delivery Date	Date falling 54 months after the Actual Delivery Date	9,020,000
18.	Date falling 51 months after the Actual Delivery Date	Date falling 54 months after the Actual Delivery Date	8,815,000
19.	Date falling 54 months after the Actual Delivery Date	Date falling 57 months after the Actual Delivery Date	8,610,000
20.	Date falling 57 months after the Actual Delivery Date	Date falling 60 months after the Actual Delivery Date	8,405,000
21.	Date falling 60 months after the Actual Delivery Date	Date falling 63 months after the Actual Delivery Date	8,200,000
22.	Date falling 63 months after the Actual Delivery Date	Date falling 66 months after the Actual Delivery Date	7,995,000
23.	Date falling 66 months after the Actual Delivery Date	Date falling 69 months after the Actual Delivery Date	7,790,000
24.	Date falling 69 months after the Actual Delivery Date	Date falling 72 months after the Actual Delivery Date	7,585,000
25.	Date falling 72 months after the Actual Delivery Date	Date falling 75 months after the Actual Delivery Date	7,380,000
26.	Date falling 75 months after the Actual Delivery Date	Date falling 78 months after the Actual Delivery Date	7,175,000
27.	Date falling 78 months after the Actual Delivery Date	Date falling 81 months after the Actual Delivery Date	6,970,000
28.	Date falling 81 months after the Actual Delivery Date	Date falling 84 months after the Actual Delivery Date	6,765,000
29.	Date falling 84 months after the Actual Delivery Date	Date falling 87 months after the Actual Delivery Date	6,560,000
30.	Date falling 87 months after the Actual Delivery Date	Date falling 90 months after the Actual Delivery Date	6,355,000
31.	Date falling 90 months after the Actual Delivery Date	Date falling 93 months after the Actual Delivery Date	6,150,000
32.	Date falling 93 months after the Actual Delivery Date	Date falling 96 months after the Actual Delivery Date	5,945,000

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33. Date falling 96 months after the Actual Delivery Date 0

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SCHEDULE 5

EXISTING LEGAL PROCEEDINGS

1. An investigation was carried out by Chinese authorities in connection with an alleged collision of the vessel Catalina with a fishing boat while enroute to Indonesia on May 7, 2016. The vessel remained detained in Ningbo, China and was released during July 2016. Following determination of the Chinese Maritime authorities on the apportionment of inter ship liability, the P&I Club proceeded with the settlement of the property damage claim of the owners of the fishing boat. Crew claims were separately settled by such club. The criminal proceedings in relation to such case are now closed.

2. HPOR Servicos De Consultaria Ltda (“HPOR”) on September 1, 2016 commenced London arbitration references against, among others, the Guarantor, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, the Guarantor for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. The Guarantor is disputing such allegations and have counterclaimed repayment of the commission already paid to HPOR. On March 7, 2018, the Tribunal issued awards in each of the references disallowing HPOR’s claims and allowing the counterclaims brought by the Guarantor. HPOR has since filed an application with the Court of Appeals in the U.K. for leave to appeal the arbitration awards.

3. On July 4, 2017, the Guarantor announced that the Guarantor and Mr. Economou had been named as defendants in a lawsuit filed in High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest. The plaintiff sought, among other things, a temporary restraining order and preliminary injunction to suspend any further issuances of our new shares of commons stock by the Guarantor at a price per share below the price specified by the plaintiff in the complaint, as well as certain other compensatory and punitive damages specified in the complaint. On July 24, 2017, the High Court of the Marshall Islands (the “Court”) issued an order denying plaintiff’s motion for a preliminary injunction. On August I 0, 2017, the plaintiff filed a first amended complaint that added a new plaintiff, and was styled as a direct action only, alleging three new counts for breach of fiduciary duties and constructive fraud, and removing certain of the counts asserted in the original complaint. The plaintiffs requested to proceed prose and on August 16, 2017, the Court granted a motion to withdraw filed by plaintiffs’ counsel. On August 22, 2017, now actingpra se, plaintiffs filed a motion for leave to file a second amended complaint, making certain changes to the allegations of the first amended complaint and propounding an additional count for breach of fiduciary duties. The most recent complaint seeks compensatory damages of $1.56 million and treble punitive damages of $4.68 million against Mr. Economou, and requests injunctive and equitable relief against the Guarantor. The Guarantor and Mr. Economou believe the complaint, as amended, to be without merit and filed motions to dismiss the second amended complaint. At the oral argument on defendants’ motions to dismiss, held on February 2, 2018, the Court announced that it was inclined to grant both motions to dismiss, and directed the parties to submit proposed orders on or before February 23, 2018. The Court stated that after the Court received and reviewed all timely proposed orders, it would issue final decisions in writing. On February 26, 2018, plaintiff filed a motion for voluntary dismissal without prejudice. On March 6, 2018, defendants filed a joint opposition to plaintiff’s motion for voluntary dismissal and moved to strike plaintiff’s notice of dismissal and for the entry of dismissal with prejudice, which plaintiff

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opposed. The Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiff filed a new action in the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.). To the best of the Guarantor’s knowledge after due enquiry and investigation, the complaint is without merit and intend to contest the allegations in the Texas action.

4. On August 2, 2017, a purported class action complaint was filed in the United States District Court for the Eastern District of New York (No. 17-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, the Guarantor and two of the Guarantor’s executive officers. The complaint alleges that the Guarantor and two of our executive officers violated Sections 9, lO(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule !0b-5 promulgated thereunder. The Guarantor will respond to the complaint by the appropriate deadline to be set in the future, which is presently set at May 25, 2018. To the best of the Guarantor’s knowledge after due enquiry and investigation, the complaint is without merit and plan to vigorously defend themselves against the allegations.

5. On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017- 198) by certain Ocean Rig Creditors against, among others, the Guarantor and two of its executive officers (who currently are directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(l), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. The Guarantor (and all other defendants) moved to dismiss the case on October 31, 2017, and the motion has been briefed. In a scheduling conference held on February 14, 2018 in the Marshall Islands, the Court scheduled oral argument to proceed on June 6, 2018. The Guarantor is not in a position at this time to express an opinion as to the ultimate outcome of this matter, or to provide an estimate on the amount or range of any potential loss. To the best of the Guarantor’s knowledge after making due enquiry and investigation, the allegations are frivolous and without merit.

Ocean Rig has funded a preserved claims trust (the “PCT”). The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig Creditors. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all of the scheme creditors in the restructuring.

The Guarantor received a subpoena from the US Securities and Exchange Commission requesting certain documents and information from the Guarantor in connection with offerings made by the Guarantor between June 2016 and July 2017. The Guarantor is providing the requested information to the SEC.

6. During September 2017, the vessels Majorca and Marbella experienced two grounding incidents with approximately total off-hire days of 82 days and 33 days, respectively, while the total recoverable cost is estimated to be $1.8 million and $0.6 million, respectively, which will be covered by the Guarantor’s H&M insurers.

Notes:

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a. None of the above-stated legal proceedings have any connection with the Vessel or the Obligors (other than the Guarantor).

b. None of the above-stated legal proceedings would potentially attract criminal or other liability other than pecuniary civil liability.

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SIGNATURE PAGE
OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1622 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power attorney	)
dated 4 May 2018	)
in the presence of	)
Signature of witness:
Name:
Title:

CHARTERERS
EXECUTED and DELIVERED as a DEED	)
For and on behalf of	)
KAHUNA OWNERS INC.	)
by its duly appointed attorney-in-fact	)
	)
pursuant to its power attorney	)
dated	)
in the presence of	)
Signature of witness:
Name:
Title:

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SIGNATURE PAGE
OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1622 LIMITED	)
by its duly appointed attorney-in-fact	)
pursuant to its power attorney	)
dated	)
in the presence of	)
Signature of witness:
Name:
Title:

CHARTERERS
EXECUTED and DELIVERED as a DEED	)
For and on behalf of	)
KAHUNA OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvas Tournis	)	/s/ Savvas Tournis
pursuant to its power attorney	)
dated 27 April 2018	)
in the presence of	)
/s/ Anastasia G. Pavli
Signature of witness:
Name:
Title:
Anastasia G. Pavli
Attorney-at-Law
52 Ag. Konstantinou Street – 151 24 Marousi
Athen, Greece
Tel: +30 2106140580

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EX-4.101

Exhibit 4.101

ADDITIONAL  CLAUSES

to the Bareboat Charter dated      4 May       2018

between

HAI KUO SHIPPING 1623 LIMITED

(as Owners)

and

MARATHI OWNERS INC.

(as Charterers)

in respect of

m.v. "Marini"

DEFINITIONS AND INTERPRETATION

32.1 In this Charter,  unless the context  otherwise requires, the following expressions shall have the following meanings:

"Account Bank" means ABN AMRO BANK N.V.;

"Account Pledge" means the first priority pledge agreement over the  Earnings Account and the Debt Service Retention Account entered or to be entered into by the Charterers in favour of the Owners, in form agreed between the Parties;

"Actual Delivery Date" has the meaning given to it in Clause 33.1 of this Charter;

"Advance Charterhire" has the meaning given to it in Schedule 1 (Payment  Dates and  Fixed Charterhire);

"Affiliates" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Approved Brokers" has the meaning given to it in Clause 49.l of this Charter;

"Approved Manager" means TMS Bulkers Ltd., a corporation  incorporated  under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, or such other company appointed by the Charterers as the technical and commercial manager of the Vessel with the Owners' prior written consent or in accordance with Clause 48.1 (Approved Manager);

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"Approved Valuer"means any of Braemar ACM Shipbroking, Fearnleys Shipping AS, Lorentzen & Stemoco AS, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd (SSY), VesselsValue Ltd, Arrow Valuations Ltd., Compass Maritime Services, LLC, Barry Rogliano and Salles (BRS), Golden Destiny S.A., Galbraiths Limited Shipbrokers, Howe Robinson, Maersk Brokers or such other international independent and reputable ship sale and purchase shipbroker as may from time to time be appointed by the Owners acting reasonably;

"Assignment of Charter"has the meaning  given  to such  term  in  Clause 48.15(b) (Restrictions on sub-chartering, appointment of managers etc.);

"Assignment of Management Agreement"means the first priority deed of assignment of the Management Agreement, executed or to be executed by the Charterers as assignor and the Owners as assignee, being in form agreed between the Parties;

"Associated  BBCs"has the meaning  given to it in the Intercreditor  Deed;

"Associated Charterers"has the meaning given to it in the Intercreditor Deed;

"Associated Obligors"has the meaning given to it in the Intercreditor Deed;

"Associated Owners"has the meaning given to it in the Intercreditor Deed;

"Associated Transaction Documents"has the meaning given to it in the Intercreditor Deed;

"Associated Vessels"has the meaning given to it in the Intercreditor Deed;

"Authorisation"means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

"Banking Day"means a day (other than a Saturday or a Sunday) on which banks are generally open for business in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing; and (iii) in relation to any matter relating to LIBOR (including the Quotation Date), London;

"Breakage Costs"means all costs (including without limitation any funding, foreign exchange or other losses (whether constituting a loss of profit, loss of contract, loss of revenue or otherwise) or any expense, premium or penalty, but excluding any loss of profit on the portion of the Variable Charterhire attributable to the Margin) which the Owners sustains or incurs in respect of any liquidation,  prepayment  or redeployment of funds borrowed, contracted for or utilised to fund the Owners in connection with its

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acquisition, financing or the refinancing, and disposal of the Vessel, including without limitation such costs incurred as a consequence of:-

(a) the Owners terminating this Charter pursuant to the terms hereof; and/or

(b) the lease of the Vessel under this Charter being prevented or terminated early due to the occurrence of a Termination Event or Total Loss; and/or

(c) any prepayment of the Charterhire Principal Balance pursuant to Clause 52.2(b); and/or

(d) the exercise of the Call Option by the Charterers;

"Call Option"has the meaning given to it in Clause 53 of this Charter;

"Call Option Price"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers takes place; and

(b) One Hundred Point Five percent (100.5%) of the Charterhire  Principal Balance as at the date on which the Sale to the Charterers takes place;

"Charterers"means Marathi Owners Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Charterhire"means, in respect of each or, as the context may require, any Payment Date, the aggregate amount of the Fixed Charterhire and the Variable Charterhire payable on each or such Payment Date in accordance with Clause 37;

"Charterhire Principal"means Forty Million Dollars only (US$40,000,000), being the aggregate amount of Fixed Charterhire payable on the Payment Dates under this Charter;

"Charterhire Principal Balance"means the Charterhire Principal as may be reduced by payments or prepayments of Fixed Charterhire by the Charterers to the Owners under this Charter;

"Charter Period"has the meaning given to it in Clause 36.1 of this Charter;

"Classification Society"means the classification society as named in Box 10, or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies and with the Owners' prior written consent;

"Code"means the US Internal Revenue Code of 1986, as amended, supplemented or replaced from time to time;

"Confidential Information"means:-

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(a) where the Owners are the receiving party, all information relating to the Charterers, any Obligor, the Group and/or the Relevant Documents of which the Owners become aware in its capacity as, or for the purpose of becoming, the Owners which is received by the Owners in relation to, or for the purpose of becoming the Owners under, the Transaction Documents from any Obligor or member of the Group or any of its advisers; or

(b) where the Charterers or any Obligor is the receiving party, all information relating to the Owners and its affiliates of which the Charterer or any Obligor becomes aware in its capacity as, or for the purpose of becoming, the Charterers which is received by the Owners in relation to, or for the purpose of becoming an Obligor under, the Transaction Documents from the Charterers  or any of its affiliates or advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information, but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by the receiving party of Clause 58.1; or

(ii) is identified in writing at the time of delivery as non-confidential by the disclosing party or any of its advisers; or

(iii) is known by the receiving party before the date the information is disclosed  to it in accordance with this definition or is lawfully obtained by the receiving party after that date, from a source which is, as far as the receiving party is aware, unconnected with the disclosing party and which, in either case, as far as the receiving party is aware, hasC not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

"Debt Service Retention Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL96ABNA0818851880.

"Disruption Event"means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the lease of the Vessel  (or otherwise in order for the transactions contemplated by the Transaction Documents to be carried out) which disruption is not caused  by, and is beyond the control  of, any of the Parties; and

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(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Transaction Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Transaction Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

"Dollars"and "US$"means the lawful currency for the time being of the United States of America;

"Earnings Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL59ABNA0817697470.

"Encumbrance"means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, security interest or other encumbrance of any kind in each case, securing or conferring any priority of payment in respect of any obligation of any person and includes any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any applicable law;

"End Charterhire"has the meaning given to such term in Schedule 1 (Payment Dates and Fixed Charterhire);

"Environmental Approvals"means all material approvals, licences, permits, exemptions or authorisations required under applicable Environmental Laws;

"Environmental Claim"means:

(a) any claim by, or directive from, any applicable governmental, judicial or other regulatory authority alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident; or

(b) any claim by any other third party howsoever relating to or arising out of Environmental Incident;

and, in each such case, "claim"shall means a claim for damages, cleanup costs, compliance, remedial action or otherwise;

"Environmental Incident"means:

(a) any release of Environmentally Sensitive Material from the Vessel;

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(b) any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and where the Vessel is actually or potentially liable to be arrested as a result and/or the Charterers or the Approved Manager or any manager of the Vessel are actually or allegedly at fault or otherwise liable;

"Environmental Laws"means all laws, regulations, proclamations, orders, conventions and agreements whatsoever relating to pollution or protection of the environment (including, without limitation International Convention on Civil Liability for Oil Pollution Damage, the United States Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time, the "Oil Pollution Act"), United States Comprehensive Environmental Responses, Compensation and Liability Act and any comparable United States federal laws or laws of the individual States of the United States of America) all as amended or supplemented from time to time;

"Environmentally Sensitive Material"means oil, oil products, any other substance which is polluting, toxic or hazardous or any substance the release of which into the environment is regulated, prohibited or penalised by or pursuant to any Environmental Laws;

"Fee Letter"means the fee letter entered or to be entered into between the Owners and the Charterers in respect of the payment of Upfront Fee, such letter to be in form agreed between the Parties;

"FATCA"means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any  other  jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

"FATCA Deduction"means a deduction or withholding from a payment under a Transaction Document required by FATCA;

"FATCA Exempt Party"means a Party that is entitled to receive payments free from any FATCA Deduction;

"FATCA FFI"means a foreign financial institution as defined  in section 1471(d)(4) of the Code which, if the Owners are not a FATCA Exempt Party, could be required to make a FATCA Deduction;

"Financial Indebtedness"means any indebtedness for or in respect of:

(a) moneys borrowed;

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(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

"Fixed Charterhire"means the amounts set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column "Fixed Charterhire";

"Flag State"means (i) in respect of ownership title registration, the Marshall Islands and (ii) in respect of bareboat charter registration, Malta, or such other flag state of the Vessel as may be changed according to Clause 44.2;

"GAAP"means generally accepted accounting principles as effective from time to time in the United States of America;

"General Assignment"means the general assignment and subordination, incorporating:-

(a) a first priority deed of assignment of:-

(i) the Charterers' rights and interests in the Vessel's  earnings,  insurances and requisition compensation  and certain contracts of the Charterers; and

(ii) the Approved Manager's rights and interests in the Vessel's insurances; and

(b) a subordination of indebtedness owed by the Charterers to the Approved Manager,

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executed or to be executed by the Charterers and the Approved Manager as assignors and the Owners as assignee, in form agreed between the Parties;

"Governmental Agency"means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute);

"Group"means the Guarantor, and "member of the Group"shall be construed accordingly;

"Guarantee"means the guarantee and indemnity executed or to be executed by the Guarantor in favour of the Owners in respect of the Obligors' obligations under the Transaction Documents, being in form agreed between the parties thereto;

"Guarantor"means Dryships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Holding Company"means, in relation to a person, any other person in respect of which it is a Subsidiary;

"Indebtedness"means any obligation for the payment or repayment of money, whether as principal or as surety, present, actual or contingent, primary, several or joint or secured or unsecured;

"Indirect Tax"means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

"Insurances"means (a) any and all contracts and/or policies of insurance required to be in place, taken out, effected and maintained according to any provisions of this Charter, by or for the benefit of the Owners and/or the Mortgagee and/or the Charterers and/or the Approved Manager (whether in the sole name or joint names of one or more of such entities or otherwise) in respect of the Vessel or otherwise howsoever in connection therein; and (b) all rights, benefits and other assets relating to, or deriving from, any of the foregoing, including claims of whatsoever nature and return of premium;

"Intercreditor Deed"means the intercreditor agreement (if any) entered or to be entered into between (i) the Owners and the Charterers in respect of the Vessel and (ii) other owners and charterers in respect of other vessels, and designated as the Intercreditor Deed by the Owners and the Obligors;

"Interest Period"means a period determined in accordance with Section B (Interest Period) of Schedule 2 (Interest Related Provisions);

"Interpolated Screen Rate"means, in relation to LIBOR, the rate (rounded  upwards to four decimal places) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest  period  (for which that Screen Rate is available) which is less than the period for which interest rate is to be determined; and

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(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the period for which interest rate is to be determined,

each as of 11.00am (London time) on the Quotation Date for Dollars;

"ISM Code"means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organisation and incorporated  into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant to it (and the terms "safety management system", "Safety Management Certificate"and "Document of Compliance"have the same meanings as are given to them in the ISM Code);

"ISPS Code"means the International Ship and  Port Facility  Security Code adopted by the International Maritime Organisation incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant  to it;

"ISSC"means a valid and current  International  Ship Security Certificate  issued under the  ISPS Code;

"LIBOR"means, in relation to an Interest Period:

(a) the applicable Screen Rate as of 11 a.m. (London time) on the Quotation Date for Dollars and for a period equal in length to that Interest Period; or

(b) as otherwise determined pursuant to paragraph 3 (Unavailability of Screen Rate) of Section A (Interest Rate) to Schedule 2 (Interest Related Provisions),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

"Losses"means all losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature;

"Major Casualty"means any casualty to the Vessel respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible exceeds One Million only (US$l ,000,000.00) or the equivalent in any other currency;

"Management Agreement"means the technical and  commercial  management agreement in respect of the Vessel executed or to be executed between the Charterers as disponent owner and the Approved Manager as manager;

"Margin"means:

(a) subject to paragraph (b) below, two point eight five percent (2.85%) per annum; and

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(b) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), three percent (3%) per annum starting  from the Interest  Period  during which the financial statements were (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's  shareholders  or  (iii) made available for public inspection (whichever is earlier), and for the remaining term of this Charter;

"Market Value"means the market value of the Vessel (or any other ship provided as additional security pursuant to Clause 52 (Asset Value)), expressed in Dollars, during the relevant month as assessed by taking the average of the valuations made by two Approved Valuers, one appointed by each Party and, in the case where the difference between the two valuations is ten per cent. (10%) or more, then a third Approved Valuer shall be appointed by the Owners and the Market Value shall be calculated by taking the average of the three valuations (in all cases the expenses and costs of such valuations shall be borne by the Charterers and shall be made without inspection of the Vessel on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer during the relevant month and without the benefit of any existing charter or other contract of employment current at the time of such valuation);

"MARPOL"means the International Convention for the Prevention of Pollution from Vessels 1973 (as modified in 1978 and 1977) and includes any amendments or extensions of it and any regulations issued pursuant to it;

"Material Adverse Effect"means a material adverse effect on:-

(a) the financial conditions, assets, prospects, business or operations of any Obligor or the Group taken as a whole;

(b) the ability of any Obligor to perform its obligations under the Relevant Documents or to avoid any Termination Event;

(c) the validity or enforceability of, or the rights or remedies of the Owners under, the Relevant Documents; or

(d) the validity, legality, enforceability or priority of any Transaction Security;

"MOA'' means the memorandum of agreement in respect of the sale and purchase of the Vessel executed or to be executed by the Charterers as seller and the Owners as buyer, in a form and substance satisfactory to the Owners;

"month"means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started. If there is no such numerically corresponding date in the next or subsequent calendar month, the last day of the next or subsequent calendar month should be deemed as such numerically corresponding date;

"Mortgage"has the meaning given to it in Clause 42.2;

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"Mortgagee"has the meaning given to it in Clause 42.2;

"Mortgagee's Financial Instruments"means the Mortgage and any other security documents granted in favour of the Mortgagee to secure the financing of the Owners' acquisition of the Vessel;

"Mr. Economou"means George Economou, holder of Greek passport no. AN1300796;

"Obligors"means each of the Charterers, the Approved Manager, the Shareholder and the Guarantor, and "Obligor"means any one of them;

"Original Financial Statements"means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2017;

"Owners"means Hai Kuo Shipping 1623 Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands, whose registered office  is  at  Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960;

"Owners' Account"means any Dollar bank account (includes any sub-account thereof) as may from time to time be notified by the Owners to the Charterers by not less than three (3) Banking Days prior written notice;

"Parties"means the Owners and the Charterers, and "Party"means any of them;

"Payment Date"means each of the dates set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column  "Payment  Dates",  as  adjusted  pursuant  to Clause  38.l(c);

"Permitted Holders"means, collectively:-

(a) Mr. Economou and his direct lineal descendants;

(b) any trust, fund, foundation or other similar entity solely for the benefit of all or any of the persons referred to in paragraph (a) above; and

(c) any company, corporation or other legal entity directly or indirectly beneficially owned (in respect of 100% of its issued share capital or issued voting share capital) and controlled by any of the persons or entities referred to in paragraphs (a) and (b) above;

"Potential Termination Event"means any event or circumstance specified in Clause 54 (Termination Events) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be a Termination Event;

"Quotation Date"means:-

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(a) in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the day which is two (2) London Banking Days before the first day of that period, unless market practice differs in the London interbank market for Dollars, in which case the Quotation Date will be determined by the Owners in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Date will be the last of those days); and

(b) in relation to any Interest Period the duration of which is selected by the Owners pursuant to paragraph 2 of Section C (Default Interest) of Schedule 2 (Interest Related Provisions), such date as may be determined by the Owners (acting reasonably);

"Reference Bank Rate"means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Owners at its request by the Reference Banks as either:

(a) if:

(i)

(ii) the Reference Bank is a contributor to the Screen Rate; and it consists of a single figure,

the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, the rate at which the relevant  Reference  Bank  could fund  itself in the relevant currency for the relevant period with reference to the unsecured wholesale funding market;

"Reference Banks"means the London office of ICBC (London) plc, J.P. Morgan and/or any bank(s) appointed by Owners in consultation with the Charterers;

"Relevant Documents"means each of the Transaction Documents and the Management Agreement, and "Relevant Document"means any one of them;

"Relevant Jurisdiction"means in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security is created, or intended to be created, under the Transaction Document to which it is a party is situated (other than the jurisdiction of the ports where the Vessel may call at);

(c) any jurisdiction where it conducts its business (other than the jurisdiction of the ports where the Vessel may call at); and

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(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or intended to be created, under the Transaction Documents to which it is a party;

"Restricted Party"means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of a country or territory that is the target of country-wide or territory- wide Sanctions which impose punitive, restrictive or other sanctions measures on any person being domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of such country or territory; or (iii) otherwise a target of Sanctions ("target of Sanctions"signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

"Sale to the Charterers"has the meaning given to it in Clause 55.6;

"Sanctions"means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union (iv) the United Kingdom; (v) the respective national-level governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State, and Her Majesty's Treasury ("HMT"); (vi) the Monetary Authority of Singapore; or (vii) the Hong Kong Monetary Authority, (together the "Sanctions Authorities");

"Sanctions List"means the "Specially Designated Nationals and Blocked  Persons" list maintained by OFAC, the Consolidated List of Financial Sanctions  Targets  and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

"Screen Rate"means, in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR0l or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available or if such London interbank offered rate is discontinued or replaced by any successor rate, the Owners may specify another page or service displaying or determining the relevant rate or successor rate after consultation with the Charterers;

"Security"means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

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"Share Pledge"means a first priority pledge agreement executed or to be executed by the Shareholder in favour of the Owners in respect of the Shareholder's shares in the Charterers, in form agreed between the parties thereto;

"Shareholder"means Drybulk Investments Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Stock Exchange"means NASDAQ Capital Market, or such other internationally recognized stock exchange agreed between the Owners and the Charterers;

"Subordinated Lender"has the meaning given to it in Clause 47.15 (Subordination);

"Subordination Deed"has the meaning given to it in Clause 47.15 (Subordination);

"Subsidiary"of a person means any company or entity directly or indirectly controlled by such person for which purpose "control"means either ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of such company or entity or power to direct its policies and management whether by contract or otherwise and the term "Subsidiaries"shall be interpreted accordingly;

"Taxes" or "Tax"means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

"Termination Date"means the date on which the chartering of the Vessel is terminated under this Charter pursuant to the express terms of this Charter including:-

(a)Clause 50 (Total Loss); or

(b)Clause 54.2 (Owners' right to terminate Charter);

"Termination Event"has the meaning given to it in Clause 54.1 (Termination Events) of this Charter;

"Termination Sum"means, as liquidated damages and not as penalty, the agreed pre- estimated Losses of the Owners as a result of the early termination of this Charter prior to the expiry of the Charter Period which amount shall consist of the following:

(a) all Charterhire due and payable, but unpaid, under this Charter up to (and including) the Termination Date;

(b) liquidated damages in accordance with the table set out Schedule 4 (Amounts under paragraph (b) of the definition of Termination Sum);

(c) any Breakage Costs;

(d) any other sums due and payable to the Owners but unpaid under the Relevant Documents;

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(e) any outstanding amount payable by the Owners to the Mortgagee (other than principal and interest); and

(f) interest on the foregoing accrued pursuant to Clause 38.7 up to the date of receipt of the Termination Sum;

"Total Loss"means:-

(a) actual, constructive, compromised, agreed or arranged total loss of the Vessel; or

(b) any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension) unless it is within sixty (60) days redelivered to the full control of the  Charterers or the Owners; or

(c) any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft) unless it is redelivered to the full control of the Charterers or the Owners within sixty (60) days of such capture, seizure or detention;

"Total Loss Date"means:-

(a) in the case of an actual loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of;

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earliest of:

(i) the date on which a notice of abandonment is given to the insurers; and

(ii) the date of any compromise, arrangement or agreement made by or on behalf of the Charterers  and/or the Owners with the  Vessel's  insurers in which the insurers agree to treat the Vessel as a total loss; and

(c) in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Owners (in its absolute discretion based on the information available to it) that the event constituting the total loss occurred;

"Total Loss Sum"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b) and (e) of the definition thereof) as at the Total Loss Date; and

(b) the Charterhire Principal Balance as at the Total Loss Date;

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"Transaction  Documents"means

(a) this Charter;

(b) the MOA;

(c) the Guarantee;

(d) the Account Pledge;

(e) the Share Pledge;

(f) the General Assignment;

(g) the Assignment of Management Agreement;

(h) any Assignment of Charter;

(i) the Intercreditor Deed;

(j) any Subordination Deed;

(k) the Fee Letter; and

(I) any other documents designated as such by the Owners and the Charterers;

"Transaction Security"means the security interests created or intended to be created in favour of the Owners pursuant to the Transaction Documents;

"Upfront Fee"has the meaning given to such term in Clause 56.1 (Upfront Fee);

"Variable Charterhire"means the interest component of  the  Charterhire  amount payable on each or, as the context may require, any Payment Date in respect of  an  Interest Period, calculated at the applicable interest rate on the prevailing Charterhire Principal  Balance, in accordance  with Clause 37.1(b); and

"Vessel"means the vessel m.v. "Marini" with IMO no. 9639529.

32.2(a)The headings in this Charter do not affect its interpretation.

(b) A Potential Termination Event or other default is "continuing"if it has not been remedied or waived, and a Termination Event or a Termination Event (as defined in the Associated BBCs) is "continuing"if it has not been waived.

(c) References to (or to any specified provision of) this  Charter,  any  other Transaction Document or Relevant Document or any  other  provision  or document shall be construed as references to such document  or such provision as in force for the time being and as amended, varied, novated or supplemented in accordance with the terms thereof, or as the case may be, with  the agreement  of the relevant parties.

(d) Words importing the plural shall include the singular and vice versa.

(e) References to a "person"shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof

(f) Any reference to the "Owners", the "Charterers", the "Guarantor", the "Shareholder", the "Approved Manager", any "Obligor"or any other person shall, where the context permits, be construed so as to include their/its and any subsequent successors and permitted transferees and permitted assigns in accordance  with their respective interests.

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33.  DELIVERY

33.1 Subject to Clause 33.2, the actual date of delivery for the purpose of this Charter shall be the date (the "Actual Delivery Date") when the Vessel is in fact delivered by the Charterers to the Owners pursuant to the MOA, and the Charterers shall be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery of the Vessel by Charterers to the Owners pursuant to the MOA.

33.2 Without prejudice to the other provisions of this Clause 33, the Owners and the Charterers shall on the Actual Delivery Date sign a Protocol of Delivery and Acceptance in the form attached hereto as Schedule 3 (Form of Protocol of Delivery and Acceptance) evidencing delivery of the Vessel hereunder.

33.3 The delivery of the Vessel under this Charter and the delivery of each of the Associated Vessels under the Associated BBCs shall take place on the same day.

34.   TERMS OF DELIVERY

34.1 The Vessel shall be delivered by the Owners to the Charterers under this Charter in the same condition as it was delivered by the Charterers to the Owners under the MOA, and the Charterers hereby acknowledge and agree that the Owners make no condition, term, representation, warranty, covenant, agreement or declaration, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, class, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Acceptance of delivery by the Charterers or (as the case may be) deemed delivery of the Vessel to the Charterers under this Charter shall be irrevocable, final and conclusive proof and evidence that, for the purposes of the obligations and liabilities of the Owners hereunder or in connection herewith, the Vessel is at that time seaworthy, in accordance with the provisions of this Charter, in good working order and repair and free and clear of all Encumbrances and debts of whatsoever nature (other than the Mortgage).

34.2 The Charterers hereby waive all their rights in respect of any condition, term, representation or warranty express or implied (and whether statutory or otherwise) on the part of the Owners (except any representation or warranty as to the Owners' title and ownership over the Vessel) and all their claims against the Owners howsoever and whensoever the same may arise in respect of the Vessel or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness, condition, design, operation, fitness for use or otherwise with respect to the Vessel). In particular and without prejudice to the generality of the foregoing, the Owners shall be under no liability whatever and howsoever arising in relation to any injury, death, loss, damage or delay of, or to, or in connection with any vessel (including the Vessel) or any person or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether such injury, death, loss, damage or delay shall arise from the unseaworthiness of or any defect in the Vessel except if such injury, death, loss, damage or delay is caused by the Owners' misconduct, fault, fraud or negligence. For the purposes of this

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Clause "delay" shall include delay in relation to the Vessel (whether in respect of delivery of the Vessel to the Charterers under this Charter or otherwise) or any other delay whatsoever. The Charterers acknowledge that no representation has been made or will be made by or on behalf of the Owners in relation to the Vessel or any part thereof.

34.3 The Charterers agree that the Owners shall be under no liability to supply any replacement vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.

35.         CONDITIONS PRECEDENT AND SUBSEQUENT

35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:-

(a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

(b) certified true copy of its up-to-date articles of incorporation and by-laws;

(c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders;

(e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and

(f) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners.

35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following:

(a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:-

(i) each of the following documents in respect of each of the Obligors:-

(A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

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(B) certified true copy of its up-to-date articles of incorporation and by-laws;

(C) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(D) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and (in respect of each of the Obligors other than the Guarantor) shareholders;

(E) certified true copy of the resolutions or written consent of its board of directors:

(1) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(2) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(3) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party;

(F) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of such Obligor) an original power of attorney appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of such Obligor;

(G) a specimen of the signature of each person authorised by the resolutions or written consent referred to in sub-paragraphs (E) and/or (F) above;

(H) (in respect of each Obligor other than the Guarantor) a certified true copy of a resolution or written consent of its sole shareholder, approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

(I) an original certificate of its company secretary:-

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(1) confirming that the provision or guarantee or security under the Transaction Documents (and, in the case of the Charterers, that the sale and lease-back of the Vessel under the MOA and this Charter) would not cause any guarantee or security limit (and, in the case of the Charterers, any borrowing limit) binding on it to be exceeded;

(2) setting out the names of its directors, officers and shareholders and the proportion of shares held by such shareholders;

(3) certifying that each copy document relating to it (and, in respect of the Charterers, the Vessel) delivered under this Clause 35.2 or schedule 1 (Delivery Documents) to the MOA is correct, complete and in full force and effect as at a date no earlier than the Actual Delivery Date; and

(4) certifying the satisfaction of Clauses 35.2(e) and (f);

(ii) certified true copy of the Management Agreement;

(iii) (A) original of each of the Transaction Documents (other than the Assignment of Charter and the Subordination Deed) duly executed by the Obligors party thereto, together with all ancillary documents then required to be delivered thereunder; and

(B) form of the Assignment of Charter in form agreed between the Parties;

(iv) evidence that the Earnings Account and the Debt Service Retention Account have been opened; and

(v) evidence that the minimum balance of the Debt Service Retention Account required under Clause 47.9(a) (Debt Service Retention Account) is maintained;

(vi) each of the following legal opinions addressed to the Owners:-

(1) a legal opinion from Reed Smith Richards Butler in relation to English law;

(2) a legal opinion from Reed Smith LLP in relation to New York law;

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(3) a legal opinion from Reed Smith LLP in relation to Marshall Islands law;

(4) a legal opinion from Loyens & Loeff in relation to Dutch law; and

(5) a legal opinion from Ganado Advocates in relation to Malta law;

(vii) the Original Financial Statements, together with a Compliance Certificate relating thereto issued in accordance with Clause 46.5 (Compliance certificate);

(viii) evidence that any process agent referred to in the Transaction Documents has accepted its appointment;

(ix) such other documentation and other evidence reasonably requested by the Owners in order to conduct any "know your customer", "anti-money laundering" and other similar procedures under applicable laws and regulations; and

(x) any other Authorisation or other document, opinion or assurance which the Owners consider to be necessary or desirable (if it has notified the Charterers accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

(b) no later than the Actual Delivery Date, the Owners shall have received the following:

(i) a favourable opinion from an independent insurance consultant acceptable to the Owners on such matters relating to the Insurances for the Vessel as the Owners may reasonably require;

(ii) evidence that the Vessel is held covered under the Insurances;

(iii) copy of the valid and current Document of Compliance under the ISM Code in respect of the Approved Manager;

(iv) copy of the valid and current Safety Management Certificate ("SMC") under the ISM Code inrespect of the Vessel;

(v) (applicable only if the Actual Delivery Date occurs after 31 April 2018) two valuation reports addressed to the Owners, showing (i) the Market Value of the Vessel as at a date no earlier than ten (10) Banking Days before the Actual Delivery Date and (ii) that Clause 52.1 and 52.2 will not apply on the Actual Delivery Date;

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(vi) evidence that the fees, costs and expenses then due from the Charterers pursuant to Clause 56 (Fees, costs and expenses) have been paid or will be paid by the Actual Delivery Date;

(c) (i) no later than three (3) Banking Days before the Actual Delivery Date, the Owners shall have received documentary evidence that the Vessel will, contemporaneously with the Actual Delivery Date, be registered with the shipping registry of the Flag State by way of ownership and demise charter registration with the Owners as owner and the Charterers as demise charterer;

(ii) no later than the Actual Delivery Date, the Owners shall have received documentary evidence that such ownership and demise charter registration has been completed (for the avoidance of doubt, in the case of ownership registration at the Marshall Islands, a provisional registration certificate shall be sufficient evidence for the purposes of this sub-paragraph (ii)); and

(iii) in the event that evidence of provisional (instead of permanent) demise charter registration has been provided under sub-paragraph (ii) above, within one (1) month from the Actual Delivery Date, the Owners have received documentary evidence that permanent demise charter registration at Malta has been completed;

(d) the Charterers' compliance with any letters of undertaking referred to in paragraphs A.12 and A.13 of Schedule 1 (Delivery Documents) to the MOA, within the time allowed as set out therein;

(e) from the date of this Charter and throughout the Charter Period, no Termination Event has occurred and is continuing, and no other event having occurred and continuing unremedied, which with the giving of notice and/or lapse of time would, if not remedied, constitute a Termination Event;

(f) from the date of this Charter and throughout the Charter Period, each of the representations and warranties contained in Clause 45 (Representations and Warranties) of this Charter is true and correct in all material respects by reference to the facts and circumstances then existing; and

(g) the conditions precedent set out in clause 35.2 of each of the Associated BBCs have been satisfied or otherwise waived by the lessors/owners thereunder.

35.3
(a) The requirements of Clause 35.2 are for the benefit of the Owners and may be waived by the Owners in its absolute discretion with or without conditions.

(b) The requirements of Clause 35.1 are for the benefit of the Charterers and may be waived by the Charterers in its absolute discretion with or without conditions.

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36.4 For the avoidance of doubt, any of the documents listed in this Clause 35 shall be deemed provided hereunder if it has already been provided pursuant to clause 8 (Documentation) and schedule 1 (Delivery Documents) of the MOA.

36.  CHARTER PERIOD

36.1 Subject to the terms of this Charter, the period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date for a period of ninety-six (96) months (the "Charter Period") unless otherwise terminated in accordance with the terms hereof.

36.2 Upon the expiry of the Charter Period, the Owners shall have the right to exercise the relevant rights as set out in Clause 55 (Owners' Right on Termination and Expiry of Charter Period).

37.  CHARTERHIRE

37.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers, the Charterers shall pay to the Owners in respect of the charter of the Vessel:-

(a) on each Payment Date, Fixed Charterhire in accordance with the table set out in Schedule 1 (Payment Dates and Fixed Charterhire);

(b) on each Payment Date (other than the Actual Delivery Date), Variable Charterhire as calculated in the manner set out in Schedule 2 (Interest Related Provisions).

38. PAYMENTS

38.1 Notwithstanding anything to the contrary contained in the Transaction Documents, all payments by the Charterers under the Transaction Documents to which it is a party (whether by way of hire or otherwise) shall be made as follows:

(a) in the case of Charterhire, not later than the relevant Payment Date;

(b) in Dollars in immediately available funds for same day value to the Owners' Account; and

(c) if any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the immediately preceding Banking Day.

38.2 The obligation of the Charterers to pay the Charterhire, any Termination Sum and all other sums required to be paid under this Charter and the other Transaction Documents to which it is a party is absolute and unconditional irrespective of any contingency or reason whatsoever except as specifically provided for in the Transaction Documents and shall not be subject to any right of set-off, counterclaim, defence, suspension, deferment or reduction, and the Charterers shall not have any right to terminate this Charter or any other Transaction Document or to be released,

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relieved or discharged from any obligation or liability under this Charter or any other Transaction Document by any circumstance whatsoever, including but not limited to:

(a) any set-off, counterclaim, recoupment, defence or other right which any Obligor may at any time have against the Owners or any other person for any reason whatsoever;

(b) the unavailability of the Vessel for any reason whatsoever, including, but not limited to, any invalidity or other defect in the condition, seaworthiness, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country;

(c) any title defect or Encumbrance or any dispossession of the Vessel by title (paramount or otherwise) caused by any act or omission of the Owners, any Obligor or any sub-charterers not permitted under this Charter;

(d) any damage to or loss or destruction (other than a Total Loss), capture, seizure, judicial attachment or arrest, forfeiture or marshals of the Vessel;

(e) any lien, attachment, levy, detainment, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in the use or possession thereof by the Charterers for any reason whatsoever, not being the result of the Owners' failure to maintain its ownership title over the Vessel;

(f) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against any Obligor or any member of the Group;

(g) any change, extension, indulgence or other act or omission in respect of any Indebtedness or obligation of any Obligor or any member of the Group, or any sale, exchange, release or surrender of, or other dealing in, any security for any such Indebtedness or obligation;

(h) any invalidity, unenforceability, lack of due authorisation or other defect, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any other Transaction Document by any Obligor or any other person;

(i) any failure or delay on the part of the Owners whether with or without fault on their part, in performing or complying with any of the terms or covenants hereunder; and

(j) any enforcement or attempted enforcement by any Mortgagee of its rights under the Mortgage so long as the Charterers shall continue to have quiet enjoyment of the Vessel,

whether or not the Charterers shall or should have notice or knowledge of any of the foregoing.

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38.5 Subject to Clauses 53 (Call Option) and 55A (Owners' Default) and paragraph 6(d) of Section A of Schedule 2 (Interest Related Provisions), the Charterers shall not have any right to terminate or cancel the chartering of the Vessel or to reduce and not to pay any sums payable under this Charter.

38.6 (a) If:

(i) it becomes unlawful for any Obligor to discharge any liability under a Transaction Document to which it is a party; or

(ii) it becomes unlawful, due to reasons other than the Owners' own fault or omission, for the Owners to exercise or enforce any rights under this Charter or a Transaction Document;

the Charterers shall notify the Owners in writing of the occurrence of such circumstances.

(b) If, due to the Owners' own fault or omission, it becomes unlawful for the Owners to exercise or enforce any rights under this Charter or a Transaction Document, the Owners shall notify the Charterers in writing of the occurrence of such circumstances.

38.7 In the event of failure by the Charterers to pay on the due date for payment thereof, or in the case of the sum payable on demand, the date of demand therefor, any hire or other amount payable under the Transaction Documents to which it is a party, the Charterers shall pay, as liquidated damages and not as penalty, to the Owners default interest on such hire or such other amount in accordance with Section C (Default Interest) of Schedule 2 (Interest Related Provisions).

38.8 Any interest payable under this Charter and the Transaction Documents shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.

39. TAX GROSS-UP AND INDEMNITIES

39.1 Tax definitions.

(i) In this Clause 39.1:-

"Tax Deduction"means a deduction or withholding for or on account of Tax from a payment under a Transaction Document, other than a FATCA Deduction.

"Tax Payment"means an increased payment made by an Obligor to the Owners under Clause 39.2 or a payment under Clause 39.3.

(ii) Unless a contrary indication appears, in this Clause 39 a reference to "determines" or "determined"means a determination made in the absolute

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discretion of the person making the determination.

39.2 Tax gross-up.

(a) All payments to be made by an Obligor to any Owners under the Transaction Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Owners receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b) The Charterers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Owners accordingly.

(c) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Owners evidence reasonably satisfactory to the Owners that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

39.3 Tax indemnity.

Without prejudice to Clause 39.2, if the Owners are required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Transaction Documents (including any sum deemed for purposes of Tax to be received or receivable by the Owners whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Owners, the Charterers shall, within three Banking Days of demand of the Owners, promptly indemnify the Owners which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 39.3 shall not apply to (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Owners (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Owners but not actually receivable) by the jurisdiction in which the Owners are incorporated or (ii) a FATCA Deduction required to be made by a Party.

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39.4 Stamp taxes.  The Charterers shall:-

(a) pay all stamp duty, registration and other similar Taxes payable in respect of any Transaction Document, and

(b) within three Banking Days of demand, indemnify the Owners against any cost, loss or liability the Owners incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Transaction Document.

39.5 Indirect tax.

(a) All amounts set out or expressed in a Transaction Document to be payable to the Owners shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by the Owners to the Charterers in connection with a Transaction Document, the Charterers shall pay to the Owners (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Transaction Document requires Charterers to reimburse the Owners for any costs or expenses, the Charterers shall also at the same time pay and indemnify the Owners against all Indirect Tax incurred by the Owners in respect of the costs or expenses to the extent the Owners reasonably determine that they are not entitled to credit or repayment in respect of the Indirect Tax.

39.6 FATCA information.

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or

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has ceased to be a FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably practicable.

(c) Paragraph (a) above shall not oblige the Owners to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Transaction Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

39.7 FATCA Deduction.

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

40.
INCREASED COSTS

40.1 Subject to Clause 40.3 the Charterers shall, within three Banking Days of a demand by the Owners, pay for the account of Owners the amount of any Increased Costs incurred by the Owners or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Charter. The terms "law" and "regulation" in this Clause 40.1 shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

40.2 In this Charter "Increased Costs"means:

(ii) a reduction in the rate of return from the transactions contemplated by the Transaction Documents or on the Owners' overall capital (including as a result

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of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Owners);

(iii) an additional or increased cost; or

(iv) a reduction of any amount due and payable under any Transaction Document,

which is incurred or suffered by the Owners to the extent that it is attributable to the undertaking, funding or performance by the Owners of any of its obligations under any Transaction Document.

40.3 (a) Clause 40.1 does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 10.3 (or would have been compensated for under Clause 39.3 but was not so compensated solely because the exclusion in Clause 39.3 applied); or

(iv) attributable to the wilful breach by the Owners or its Affiliates of any law or regulation.

(b) In this Clause 40.3, a reference to a "Tax Deduction"has the same meaning given to the term in Clause 39.1.

41.
INDEMNITY

41.1 The Charterers shall on demand indemnify the Owners against all Losses suffered by the Owners as a result of or in connection with:

(a) the performance of its obligations under this Charter and the other Transaction Documents and the transactions contemplated thereby;

(b) preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture, detention or requisition of the Vessel, or in securing or attempting to secure the release of the Vessel;

(c) the Total Loss of the Vessel;

(d) the occurrence of a Termination Event;

(e) directly or indirectly in any manner, the design, manufacture, delivery, non delivery, purchase, importation, registration, ownership, chartering, sub-chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, survey, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or

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otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to those losses described in this Clause 40 and including any and all claims in tort or in contract by an sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers;

(f) directly or indirectly, any claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever;

(g) any laws or regulations relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Laws or Sanctions;

(h) the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the International Convention on Civil Liability for Oil Pollution Damage (CLC) or US Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time hereafter) or similar legislation, regardless of whether or not caused by or within the control of the Charterers; and

(i) liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures) following any default in payment hereunder or the occurrence of any Termination Event; and

41.2 If, under any applicable law, whether as a result of judgment against the Charterers or the liquidation of the Charterers or for any other reason, any payment to be made by the Charterers under or in connection with this Charter is made or is recovered in a currency other than the currency (the "currency of obligation") in which it is payable pursuant to this Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Charter, the Charterers shall as a separate and independent obligation, fully indemnify the Owners against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange" means the actual rate at which the Owners are able to obtain quotation from the market on the relevant date to purchase the currency of obligation with the other currency.

41.3 The indemnities contained in this Clause 41 and each other indemnity contained in this Charter shall survive any termination, cancellation or other ending of this Charter and any breach of, or repudiation by, the Charterers or the Owners of this Charter.

41.5 All moneys payable by the Charterers under this Clause 41 shall be paid on demand.

42. MORTGAGES AND CHARTERERS' QUIET ENJOYMENT OF THE VESSEL

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42.1 Provided that no Termination Event has occurred and is continuing, the Owners hereby agree not to:

(a) disturb or interfere with, or cause any person claiming for or on behalf of the Owners to disturb or interfere with, the Charterers' lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and

(b) take any steps to wind up, liquidate or place in administration or receivership the Owners or commence or continue any analogous proceedings in any jurisdiction.

42.2 The Charterers agree that the Owners shall be entitled at any time after the date of this Charter, and at no extra cost to the Charterers, to grant any reputable bank, financial institution, trust fund or other entity (the "Mortgagee") one or more mortgages on the Vessel, assignment(s) of the Owner's earnings, the Insurances and requisition compensation thereof, and assignment(s) of the Owners' rights under this Charter and/or the other Transaction Documents (collectively, the "Mortgage"), securing a principal amount of no more than United States Dollars Twenty Million only (US$20,000,000).

42.3 Subject to the Charterers first agreeing on the wording of the notice of assignment and acknowledgement (acting reasonably), any amendments to this Charter and any other documentation reasonably required by the Mortgagee, the Charterers agree with the Owners to execute, acknowledge and agree to be bound by, and to procure that any Obligor executes, acknowledges and agrees to be bound by, notices of any assignment and acknowledgement and other documentation reasonably required by the Mortgagee executed in favour of the Mortgagee (and, in respect of sub-charters assigned or otherwise assignable under the Assignment of Charter and other contracts assigned or otherwise assignable under the General Assignment, the Charterers undertake that (i) such sub-charters and contracts shall not contain any restriction on assignment of the Charterers' rights and interests thereunder, and (ii) in connection with the contracts assigned or assignable under the General Assignment, notices of assignment to the relevant counterparty will be given only upon the occurrence of a Termination Event which is continuing consistent with the provisions of the General Assignment, and (iii) the Charterers shall use its best efforts to procure that the sub-charterer or counterparty signs any acknowledgement of notice of assignment reasonably required by the Mortgagee).

42.4 The Owners agree to use their commercially reasonable endeavours to procure that the provisions in the Mortgagee's Financial Instruments do not contradict in any material way with the provisions relating to the Vessel's employment, insurances, operation, repair and maintenance in this Charter and the other Transaction Documents.

42.5 The Owners undertake to procure the Mortgagee to issue in favour of the Charterers, on the date of the Mortgage, a letter of quiet enjoyment undertaking that, unless a Termination Event has occurred and is continuing, the Mortgagee shall not disturb or

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interfere with the Charterers' quiet and peaceful use, possession and enjoyment of the Vessel and their operation of the Vessel during the Charter Period, subject to the usual terms and conditions as offered by the Mortgagee and acceptable to the Charterers (acting reasonably).

42.6 Any costs and expenses relating to the Mortgage shall be on the Owners' account.

42.7 Subject to the terms of this Charter, the Charterers shall provide reasonable assistance to the Owners in relation to the financing of the Vessel.

43.   TRANSFER OF VESSEL

43.1 During the Charter Period any change in the registered ownership of the Vessel shall require the Charterers' prior approval, which shall be deemed granted as long as (i) the registered ownership of the Vessel is transferred to any of the permitted assignees or transferees of this Charter or any Transaction Documents as referred to in Clause 57.3, (ii) this Charter would continue on identical terms and (iii) such change of registered ownership of the Vessel will not cause any adverse effect on the operation of the Vessel or the quiet enjoyment of the Vessel by the Charterers.

43.2 The Charterers agree and undertake to enter into (and procure the other Obligors to enter into) any such usual documents (including novations, transfer agreements and acknowledgements of notices) as the Owners shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to Clause 43.1, any costs or expenses whatsoever arising in relation thereto to be borne by the Owners.

43.3 Upon completion of the Sale to the Charterers:-

(a) the Owners shall furnish the Charterers with:

(i) a legal Bill of Sale (in three originals) in respect of the Vessel warranting that the Vessel is free from any registered encumbrances, mortgages, claims or lien of whatsoever nature other than those which the Obligors or any other sub-charterers caused to become effective against the Vessel during the currency of this Charter;

(ii) a protocol of delivery and acceptance;

(iii) a commercial invoice in respect of the Sale to the Charterers;

(iv) (if applicable) a letter of undertaking from the Owners that they will provide the Certificate of Deletion and the Continuous Synopsis Record of the Vessel within one (1) month of the date of completion of the Sale to the Charterers;

(v) certified true copies of the Owners' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers;

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(vi) its original Certificate of Good Standing;

(vii) copy (with original to follow within 10 Banking Days) of the certificate issued by the competent authorities no earlier than three (3) Banking Days prior to the date of completion of the Sale to the Charterers, stating that the Vessel is free from registered encumbrances; and

(viii) such other documents as the Charterers may reasonably require to effect legal transfer and registration of title in the Charterers' name in the Charterer's choice of flag state; and

(b) the Charterers shall furnish to the Owners with certified true copies of the Charterers' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers.

43.4 Upon completion of the Sale to the Charterers, the Owners and the Charterers shall sign a protocol of delivery and acceptance as written confirmation that the Vessel has been delivered by the Owners to the Charterers.

43.5 The Sale to the Charterers shall be on an "as is, where is" (i.e. the Vessel shall be delivered under the Sale to the Charterers as she is and as where she is at the time of delivery under the Sale to the Charterers) without any warranty or guarantee of condition, fitness for purpose or similar type of condition warranty and without any recourse to, or representation or warranty from, the Owners (except the warranty as to the registered except a warranty as to title and ownership of the Vessel). The Charterers hereby acknowledge and agree that the Owners make no condition, term, representation or warranty, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. All registration, legal or other expenses whatsoever incurred in transferring the title from the Owners to the Charterers shall be payable by the Charterers. However, in respect of the Sale to the Charterers, the Owners shall, after receiving from the Charterers all amounts due and payable by the Charterers to the Owners, transfer the title in the Vessel free from Encumbrances and free from any Mortgage other than Encumbrances and claims of whatsoever nature which the Obligors or any sub-charterers caused to become effective against the Vessel during the currency of this Charter.

44. FLAG

44.1 The Vessel shall upon the Actual Delivery Date be registered by the Charterers (at its own cost and expense) by way of ownership and demise charter registration with the name of the Owners as beneficial owner and the Charterers as demise charterer, under the flag of the Flag State.

44.2 Each party hereto has the right to request for the change of Flag State, subject to the other party's prior written consent which is not to be unreasonably withheld or delayed. If there is a Mortgage, any change of Flag State shall also be subject to the

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Mortgagee's consent (not to be unreasonably withheld or delayed), which the Owners shall take reasonable steps to request but shall not be liable to procure or ensure. All the costs and expenses for effecting such change, as well as any additional or increase in the costs, expenses and Taxes incurred or to be incurred by the other party (whether due to change of tax regime or otherwise), shall be borne by the party requesting such change.

44.3 All costs and expenses arising in connection with the initial ownership and demise charter registration of the Vessel or in connection with the maintenance of such registration shall be borne by the Charterers and, if and to the extent from time to time paid by the Owners, shall be reimbursed by the Charterers to the Owners upon demand.

45. REPRESENTATIONS AND WARRANTIES

45.1 Charterers' representations.The Charterers acknowledge that the Owners have entered into this Charter in full reliance on representations by the Charterers in the following terms, and the Charterers now warrant to the Owners that the following statements are true and accurate throughout the continuation of this Charter:

(a) Status. Each Obligor (other than the Approved Manager) that is a corporation is duly incorporated and validly existing under the laws of its place of incorporation, and each Obligor (other than the Approved Manager) has the power to own its assets and carry on its business as it is being conducted.

(b) Binding obligations. The obligations expressed to be assumed by each Obligor (other than the Approved Manager) in the Relevant Documents to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion referred to in Clause 35.2, legal, valid, binding and enforceable obligations.

(c) Non-conflict with other obligations. The entry into and performance by each Obligor (other than the Approved Manager) of, and the transactions contemplated by, the Relevant Documents to which it is a party do not and will not conflict with:-

(i) any law or regulation applicable to it;

(ii) its and each of its Subsidiaries' constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

(d) Power and authority. Each Obligor (other than the Approved Manager) has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant

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Documents to which it is a party and the transactions contemplated by those Relevant Documents.

(e) Validity and admissibility in evidence. All Authorisations required or desirable:-

(i) to enable each Obligor (other than the Approved Manager) lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party;

(ii) to make the Relevant Documents to which each Obligor (other than the Approved Manager) is a party admissible in evidence in its jurisdiction of incorporation; and

(iii) for each Obligor (other than the Approved Manager) and its Subsidiaries to carry on their business, and which are material,

have been obtained or effected and are in full force and effect.

(f) Governing law and enforcement.For each Obligor (other than the Approved Manager), the choice of English law, New York law or Dutch law (as the case may be) as the governing law of the Relevant Documents to which it is a party will be recognised and enforced in its Relevant Jurisdiction.

(g) No deduction of Tax. No Obligor (other than the Approved Manager) is required under the law of its Relevant Jurisdiction to make any deduction for or on account of Taxes from any payment it may make under any Transaction Document.

(h) No filing or stamp taxes. Under the law of each Obligor's (other than the Approved Manager's) Relevant Jurisdiction, it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents.

(i) Tax compliance and no tax claims. Each Obligor (other than the Approved Manager) is in compliance with all relevant Tax laws and regulations in all material respects, and no claim has been made against any Obligor (other than the Approved Manager) in respect of Tax other than those that are being contested in good faith by appropriate proceedings on reasonable grounds and in respect of adequate reserve have been made.

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(j) No default.

(i) No Termination Event or any event which, with the giving of notice and/or lapse of time and/or relevant determination, would constitute a Termination Event, might reasonably be expected to result from the Obligors' (other than the Approved Manager's) execution of the Transaction Documents or the performance of the their rights and obligations thereunder.

(ii) No Termination Event has occurred and is continuing.

(iii) No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor (other than the Approved Manager) or to which its assets are subject which might have a Material Adverse Effect.

(k) No misleading information.All information (including the list of existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings)) supplied by or on behalf of the Charterers or any other Obligor (other than the Approved Manager) to the Owners was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect, and the Charterers and the Obligors (other than the Approved Manager) have fully disclosed in writing to the Owners all material facts relating to the Charterers, the Obligors, the Vessel, the Relevant Documents and any other sub-charterer of the Vessel which they reasonably should know.

(l) Disclosure of Material Facts. The Charterers are not aware of any facts or circumstances which have not been disclosed to the Owners and which might, if disclosed, have adversely affected the decision of a person considering whether or not to purchase the Vessel from and lease the Vessel back to the Charterers.

(m) Financial statements.

(i) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(ii) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 give a true and fair view and represent the consolidated financial condition and operations of the Group during

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  the relevant financial year save to the extent expressly disclosed in such financial statements.

(iii) There has been no material adverse change in the business or consolidated financial condition of the Group since 31 December 2017.

(n) Pari passu ranking. Each Obligor's (other than the Approved Manager's) payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(o) No proceedings pending or threatened.Other than the existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings), no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against any Obligor (other than the Approved Manager) or any of their Subsidiaries.

(p) No immunity. None of the Obligors (other than the Approved Manager) or any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

(q) Compliance with ISM Code and ISPS Code and MARPOL Protocol. All requirements of the ISM Code, the ISPS Code and the MARPOL Protocol as they relate to the Charterers, the Approved Manager and the Vessel have been complied with in all material respects.

(r) Environmental compliance. Except as may already have been disclosed by the Charterers in writing to, and acknowledged in writing by, the Owners:

(i) each Obligor (other than the Approved Manager) has complied with the provisions of all applicable Environmental Laws in all material respects;

(ii) each Obligor (other than the Approved Manager) has obtained all Environmental Approvals and is in compliance with all such applicable Environmental Approvals in all material respects; and

(iii) there is no Environmental Claim pending or, to the best of the Charterers' knowledge and belief, threatened against any Obligor (other than the Approved Manager) or the Vessel.

(s) No money laundering. In relation to the Obligors' (other than the Approved

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Manager's) performance and discharge of their obligations and liabilities under the Transaction Documents, and the transactions and other arrangements effected or contemplated by the Transaction Documents, the Charterers confirm that the Obligors (other than the Approved Manager) are acting for their own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

(t) Sanctions. No Obligor (other than the Approved Manager) nor any of their Subsidiaries, nor any of their respective directors, officers or employees nor, to the knowledge of the Charterers, any persons acting on any of their behalf:

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it or the Vessel with respect to Sanctions by any Sanctions Authority.

(u) No Place of Business in England or Hong Kong. The Charterers have not registered or established any place of business in England or Hong Kong and none of the other Obligors (other than the Approved Manager) have registered or established any place of business in England or Hong Kong.

45.2 Owners' representations. The Owners warrant to the Charterers that the following statements are true and accurate throughout the continuation of this Charter:-

(a) Due incorporation. The Owners are duly incorporated and validly existing under the laws of Marshall Islands.

(b) Authorisations. the Owners have the corporate capacity, and have obtained all corporate authorisations, consents, approvals, licenses and permits necessary for them:-

(i) to execute each of the Transaction Documents to which they are a party; and

(ii) to comply with and perform their obligations under each of the Transaction Documents to which they are a party.

(c) No revocation of approvals. All the consents, approvals, authorisations, licenses or permits referred to above remain in force and nothing has occurred which makes any of them liable to revocation.

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(d) No immunity. Neither the Owners nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, set-off, suit, attachment prior to judgment, execution or other enforcement).

(e) No insolvency or liquidation. The Owners are not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receive, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Owners or all or a material part of their assets.

(f) Sanctions. Neither the Owners nor any of their directors, officers or employees nor any persons acting on their behalf:-

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

45.3 Repetition. The representations and warranties contained in Clauses 45.1 and 45.2 hereof shall be deemed to be repeated by the Charterers (in respect of Clause 45.1) and the Owners (in respect of Clause 45.2) on each Payment Date as if made with reference to the facts and circumstances existing on such date.

46.   INFORMATION UNDERTAKINGS

The undertakings in this Clause 46 shall remain in force from the date of this Charter until the end of the Charter Period.

46.1 Financial statements. The Charterers shall supply to the Owners:

(a) as soon as the same become available, but in any event within one hundred twenty (120) days after the end of each of the Guarantor's fiscal years, the audited consolidated financial statements of the Guarantor for that fiscal year;

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half-yearly fiscal period of each of the Gurantor's fiscal years, the unaudited consolidated financial statements of the Guarantor for that half-yearly fiscal period.

46.2 Requirements as to financial statements.

(a) Each set of financial statements delivered by the Charterers pursuant to Clause 46.1 shall be certified by a director of the Guarantor as fairly representing the consolidated financial condition of the Guarantor as at the date as at which those financial statements were drawn up.

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(b) The Charterers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 46.1 is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Owners that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor's Chief Financial Officer delivers to the Owners:-

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Owners, to enable the Owners to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Charter to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

46.3 Information: miscellaneous. The Charterers shall supply to the Owners:

(a) all documents dispatched by any Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, any member of the Group or the Vessel with a claim amount of more than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in other currencies) or which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Vessel, any Obligor or any other member of the Group (including copies of class, technical and other certificates relating to the Vessel) as the Owners may reasonably request (provided that, in respect of any information referred to this sub-paragraph (c) regarding any member of the Group that is not an Obligor, before the occurrence of a Termination Event that is continuing, the Owners may only request such information for the purpose of determining whether a Termination Event has occurred and is continuing); and

(d) promptly, notice of any change in authorised signatories of any Obligor signed

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by a director or company secretary of such Obligor accompanied by specimen signatures of any new authorised signatories.

46.4 Notification of default.

(a) The Charterers shall notify the Owners of any Termination Event or Potential Termination Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Charterers is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Owners, the Charterers shall supply to the Owners a certificate signed by one of its directors on its behalf certifying that no Termination Event or Potential Termination Event is continuing (or if a Termination Event or Potential Termination Event is continuing, specifying such Termination Event or Potential Termination Event and the steps, if any, being taken to remedy it).

46.5 Compliance certificate.

(a) The Charterers shall, at the same time as it furnishes each set of financial statements referred to in Clause 46.l(a) and (b), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 51 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors or the Chief Financial Officer of the Guarantor.

47.  GENERAL UNDERTAKINGS

The undertakings in this Clause 47 shall remain in force from the date of this Charter for the duration of this Charter.

47.1 Authorisations. The Charterers shall, and shall procure each Obligor to, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Owners of,

any Authorisation required to enable it to perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document.

47.2 Compliance with laws.  The Charterers shall, and shall procure each Obligor to,

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comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Relevant Documents.

47.3 Pari passu ranking. The Charterers shall and shall procure each Obligor to ensure that its payment obligations under the Transaction Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

47.4 Negative pledge.

In this Clause 47.4, "Quasi-Security"means an arrangement or transaction described in paragraph (b) below.

(a) The Charterers shall not create or permit to subsist any Security over any of its assets.

(b) The Charterers shall not:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Charterers;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) any lien arising by operation of law and in the ordinary course of trading; and

(ii) any Security or Quasi-Security entered into pursuant to any Transaction Document.

47.5 Disposals.

(a) The Charterers shall not enter into a single transaction or a series of

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transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal of assets not subject to the Transaction Security:

(i) made in the ordinary course of trading of the Charterers; or

(ii) any disposal, transfer or lease as permitted by the Transaction Documents.

47.6 No other liabilities or obligations to be incurred. The Charterers shall not incur any liability or obligation except:-

(a) liabilities and obligations under the Transaction Documents to which it is a party;

(b) liabilities or obligations reasonably incurred in the ordinary course of operating and chartering the Vessel; and

(c) any indebtedness subordinated in accordance with Clause 47.15 (Subordination).

47.7 Charterers' other negative undertakings.  The Charterers will not:

(a) carry on any business other than the chartering and operation of the Vessel;

(b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital, unless:

(i) the Charterers have sufficient funds to service the payment obligations due and payable on the next Payment Date; and

(ii) no Termination Event or Potential Termination Event is likely to result from the payment of such dividend, making of such form of distribution or effecting of such form of redemption, purchase or return of share capital;

(c) provide any form of credit or financial assistance to any person or company except any guarantee to a protection and indemnity association to procure the Vessel's release from arrest or other attachment or in respect of salvage or a similar situation.;

(d) open or maintain any account with any bank or financial institution except the Earnings Account and the Debt Service Retention Account;

(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;

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(f) incur, or enter into any lease, hire purchase agreement or charter creating, any additional Financial Indebtedness;

(g) acquire any additional assets, shares or other securities (other than the acquisition of any equipment to be put on the Vessel), or enter into any transaction in a derivative.

47.8 Earnings Account.

(a) The Charterers shall, and shall procure the Approved Manager to, ensure that all the earnings of the Vessel shall forthwith upon receipt be deposited into the Earnings Account.

(b) Withdrawals may be made from the Earnings Account provided that no Termination Event has occurred and is continuing.

47.9 Debt Service Retention Account.

(a) The Charterers shall ensure that the credit balance of the Debt Service Retention Account shall at all times be no less than:-

(i) United States Dollars Five Hundred Fifty Thousand (US$550,000); or

(ii) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), then starting from the date falling five (5) Banking Days after those financial statements have been (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's shareholders or (iii) made available for public inspection (whichever is earlier), United States Dollars One Million One Hundred Thousand (US$1,100,000).

(b) No withdrawals may be made from the Debt Service Retention Account without the Owners prior written consent.

47.10 Merger. The Charterers shall not (and the Charterers shall procure that no Obligor will) enter into any amalgamation, demerger, merger or corporate reconstruction, save for any corporate restructuring involving members of the Group other than the Obligors which does not have any Material Adverse Effect and provided that the Owners are given prior written notice of the same.

47.11 Change of business. The Charterers shall procure that no substantial change is made to the general nature of the business of the Obligors or the Group from that carried on at the date of this Charter.

47.12 Environmental compliance. The Charterers shall, and shall procure that each Obligor will, comply in all material respects with all Environmental Law, obtain and

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maintain any Environmental Approvals and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Approvals.

47.13 Environmental Claims. The Charterers shall, and shall procure that each Obligor will, inform the Owners in writing as soon as reasonably practicable upon becoming aware of:-

(a) any Environmental Claim which has been commenced or (to the best of such Obligor's knowledge and belief) is threatened against the Vessel or any member of the Group, or

(b) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against the Vessel or any member of the Group,

in each case where such Environmental Claim might reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

47.14 Further Assurance.The Charterers shall promptly take such steps as the Owners may deem necessary or appropriate to maintain and protect the interests of the Owners under the Transaction Documents, including filing and/or registering the Transaction Documents and the execution of such additional documents as the Owners may require.

47.15 Subordination. The Charterers shall procure that all loans or advances to it from (i) any Obligor, (ii) any Permitted Holder, or (iii) any Subsidiary of the Guarantor, Mr. Economou and/or his direct lineal descendants (each such entity a "Subordinated Lender") shall be subordinated to the Secured Liabilities and shall further procure that:

(a) the relevant Subordinated Lender will enter into a subordination deed (in form and substance satisfactory to the Owners) (each a "Subordination Deed") in favour of the Owners prior to making such loan or advance and that such Subordinated Lender will do all such acts and execute all such documents which the Owners may from time to time require and necessary to ensure the legality, validity, enforceability and admissibility in evidence of such subordination deeds;

(b) it will inform the Owners immediately upon such loans or advances being made; and

(c) it will not, at all times during the term of this Charter, make or purport to make any payment, whether in cash or otherwise, to any such Subordinated Lender

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on account of such loans or advances without the prior written consent of the Owners.

47.16 Sanctions.

(a) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to ensure that no one directly or indirectly uses, lends, makes payments of, contributes or otherwise makes available, all or any part of the proceeds of the purchase price under the MOA or other transaction(s) contemplated under the Transaction Documents to fund any trade, business or other activities:

(i) involving or for the benefit of any Restricted Party; or

(ii) in any other manner that would reasonably be expected to result in any Obligor or the Owners being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party.

(b) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to prevent the Vessel from being used directly or indirectly:

(i) by or for the benefit of any Restricted Party; and/or

(ii) in any trade which could expose the Vessel, any Obligor, the Owners, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions.

48.   VESSEL UNDERTAKINGS

The undertakings in this Clause 48 shall remain in force throughout the Charter Period.

48.1 Approved Manager. The Charterers shall appoint the Approved Manager to carry out technical and commercial management of the Vessel, and there shall not be any change to the Approved Manager without the Owners' prior written consent, unless:-

(a) the Charterers notify the Owners in writing at least fourteen (14) days prior to the proposed change of the Approved Manager, together with supporting evidence satisfactory to the Owners that the requirements set out in sub-paragraphs (b) to (d) below will be met;

(b) the new Approved Manager is a commercial and technical manager that is wholly owned by the Permitted Holders;

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(c) the new Management Agreement is on such terms that are substantially the same as, or more favourable to the Charterers than, the original Management Agreement dated 24 March 2017 entered into between TMS Bulkers Ltd. and the Charterers; and

(d) immediately upon the change of the Approved Manager,

(i) the Charterers provide the Owners with a certified true copy of the new Management Agreement; and

(ii) the Charterers and the new Approved Manager execute in favour of the Owners such supplements and/or replacements to the General Assignment, the Assignment of Management Agreement each in form and substance satisfactory to the Owners; and

(iii) the Charterers and the new Approved Manager provide to the Owners certified true copies of their corporate authorisations for the execution of the documents referred to in sub-paragraphs (i) and (ii) above, each in form and substance reasonably satisfactory to the Owners.

48.2 Intentionally omitted.

48.3 Compliance with laws. The Charterers shall at all times ensure compliance with all applicable Environmental Laws and all other laws and regulations relating to the Vessel and the operation and management thereof, provide information to the Owners regarding such matters, and take all reasonable precautions to ensure that the Approved Manager, any sub-charterers, and the crews, employees, agents or representatives of the Charterers at all times comply with such Environmental Laws and other applicable laws.

48.4 Compliance with SOLAS, ISM Code, ISPS Code, etc.The Charterers shall at all times ensure compliance with all applicable international conventions, codes and regulations, including the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the STCW 95, the ISM Code and the ISPS Code (as each such term is defined in the relevant amendments to SOLAS), and ensure such compliance the Approved Manager or any company performing ship management services in respect of the Vessel on behalf of the Charterers, in all cases at any time before the deadline under the relevant conventions, codes and regulations.

48.5 Intentionally omitted.

48.6 Modification. The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterer will not) make any modification or repairs to, or replacement of, the Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Vessel or materially reduce its value or utility, without the Owners' prior written consent. If the Owners so consents, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before termination of this Charter.

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48.7 Installation and removal of parts.

(a) The Charterers shall (and shall procure that the Approved Manager will) at their own cost replace, renew or substitute such items of equipment as shall be damaged or worn as to be unfit for use.

(b) The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterers will not) remove any material part of the Vessel, or any item of equipment installed on, the Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Encumbrance or any right in favour of any person other than the Owners and becomes on installation on that the Vessel the property of the Owners.

(c) The ownership title of any replaced, renewed or substituted equipment or part shall remain with the Owners, except for any equipment installed by the Charterers pursuant to sub-paragraph (d) below.

(d) Notwithstanding the above, the Charterers may install equipment not owned by the Owners if the equipment can be removed without any risk of damage to the Vessel.

48.8 Voyage declarations. The Charterers shall (and shall ensure that the Approved Manager and any sub-charterer shall) at all times make such (quarterly) voyage declarations if and as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover for trading in and to the United States of America and the Exclusive Economic Zone (as defined in the Oil Pollution Act).

48.9 Certificate of Financial Responsibility. If the Vessel at any time shall call on any US port, the Charterers shall (and will procure that the Approved Manager will), in accordance with the regulations of the Oil Pollution Act and in line with the requirements of the US Coast Guard, obtain in time a Certificate of Financial Responsibility (C.O.F.R), a copy of which shall promptly be provided to the Owners at the request of the Owners.

48.10 Inspection of Vessel. The Charterers shall (and will procure that the Approved Manager and any sub-charterers will) permit, and shall provide all necessary assistance to, the Owners to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such inspection or survey on its behalf at the reasonable cost of the Charterers (including the fees of any surveyor) in order to ascertain the condition of the Vessel and to inspect copies of the Vessel's logs and records certified as true by the Vessel's master (and the Owners may, for the purpose of such inspection, dry-dock the Vessel if the Vessel has not been dry-docked in accordance with Clause 10(g)), provided that, so long as no Termination Event has occurred and is continuing, such inspection or survey shall be at any reasonable time or times upon giving written notice to the Charterers without undue disruption or delay to the operation of the Vessel, the Charterers shall bear the reasonable cost of no more than two (2) such

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inspections for each calendar year. The Charterers shall afford all proper security and safety items for such inspections and give the Owners reasonable advance notice of any intended dry-docking of the Vessel.

48.11 Prevention of and release from arrest/detention.

(a) The Charterers shall (and shall procure the Approved Manager to) promptly discharge:-

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel, its earnings or its Insurances;

(ii) all Taxes, dues and other amounts charged in respect of the Vessel, its earnings or its Insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel, its earnings or its Insurances.

(b) In the event the Vessel is arrested or detained at any time in any jurisdiction by any person having or purporting to have a claim against or any interest in the Vessel or the bunker of the Vessel not due to the fault of the Owners, the Charterers shall (and shall procure the Approved Manager to) within sixty (60) days of such arrest or detention resolve such arrest or detention by way of provision of guarantee or security for costs (whether by the Charterers or its protection and indemnity association or otherwise) or by such other means necessary to ensure the Vessel is released from such arrest or detention and available for operation.

48.12 Maintenance of ownership title and registration. The Charterers shall (and shall procure the Approved Manager to) do all that may be necessary to maintain such documentation and registration in force and so that the Owners shall be held to be the sole and absolute Owners of the whole of the Vessel, and any annual taxes, duties, expenses and fees and other expenses whatsoever for the maintenance of such documentation and registration (including fees payable to lawyers) shall be borne and paid by the Charterers; and the Charterers shall, as soon as possible thereafter, install and shall, continuously thereafter during the Charter Period, cause the permanent certificate of register of the Vessel in the ownership of the Owners to be installed on board the Vessel together with all other ship's papers including but not limited to those relating to the title of the Vessel in the name of the Owners.

48.13 Provision of Vessel-related information. The Charterers shall (and shall procure the Approved Manager to) as soon as reasonably practicable provide the Owners with any information which it requests regarding:-

(a) the Vessel, its condition, employment, position and engagements (including copies of the relevant sub-charter and/or charter guarantee, if requested by the Owners);

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(b) the earnings of the Vessel and payments and amounts due to the Vessel's master and crew;

(c) any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Vessel and any payments made in respect of the Vessel;

(d) any towages and salvages; and

(e) the Vessel's, the Charterers' and/or the Approved Manager's compliance with the ISM Code, the ISPS Code, MARPOL and other applicable laws and regulations (including copies of the Charterers' and/or the Approved Manager's Document of Compliance, if requested by the Owners).

48.14 Notification of certain events. The Charterers shall (and shall procure the Approved Manager to) forthwith notify the Owners in writing of:-

(a) any casualty which is or is likely to be or to become a Major Casualty;

(b) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is or will not be complied with by the relevant due date(s);

(d) any arrest or detention of the Vessel, any exercise or purported exercise of any lien on the Vessel or its earnings or any requisition of the Vessel for hire;

(e) any intended dry docking of the Vessel;

(f) any Environmental Claim made against the Charterers or any Obligor or in connection with the Vessel, or any Environmental Incident;

(g) any claim for breach of the ISM Code, the ISPS Code or the MARPOL being made against the Charterers, any of the Approved Manager or otherwise in connection with the Vessel; or

(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code, ISPS Code or MARPOL not being complied with,

and the Charterers shall (and shall procure the Approved Manager to) keep the Owners advised in writing on a regular basis and in such detail as the Owners shall reasonably require of the status and development of the above events or matters.

48.15 Restrictions on sub-chartering, appointment of managers etc.  The Charterers shall not:

(a) let the Vessel on demise charter for any period;

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(b) enter into any time or consecutive voyage charter in respect of the Vessel with a term of twelve (12) months or more, unless such charter is promptly upon execution assigned by way of security in favour of the Owners in form and substance satisfactory to the Owners (any such assignment being an "Assignment of Charter");

(c) sub-charter the Vessel otherwise than on bona fide arm's length terms at the time when such charter is fixed;

(d) appoint a manager of the Vessel other than an Approved Manager;

(e) put the Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed United States Dollars One Million (US$1,000,000) (or the equivalent in any other currency) unless (i) that person has first given to the Owners and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on the Vessel or its earnings for the cost of such work or for any other reason or (ii) in the absence of such written undertaking referred in (i) above, the Charterers have provided to the Owners documentary evidence reasonably satisfactory to the Owners showing either that the Charterers have adequate reserve to discharge all amounts payable or to be payable to such person for the work to be done upon the Vessel or that the insurance companies and/or underwriters of the Vessel have accepted the Owners' and/or Charterers' claim under the Insurances in respect of the work to be done on the Vessel and such insurance companies and/or underwriters have agreed to pay the proceeds of insurance in an amount not less than the amount payable or to be payable to such person for the work to be done upon the Vessel.

48.16 No operational interest. The Charterers will ensure that the Owners are not at any time represented as carrying goods in the Vessel, or as being in any way connected or associated with any operation, or as having any operational interest in, or responsibility for, the Vessel.

49.   INSURANCES

The undertakings in this Clause 49 shall remain in force throughout the Charter Period.

49.1 Maintenance of Insurance. The Charterers shall insure and keep the Vessel insured free of cost and expense to the Owners and in the joint names of the Owners and the Charterers or otherwise as the Owners and the Charterers may agree:-

(a) against fire and usual marine risks (including excess risks) on hull and machinery;

(b) against war risks (including terrorism cover, on hull and machinery basis and on war protection and indemnity);

(c) against full protection and indemnity risks (including oil pollution liability risks);

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(d) against such other risks of whatsoever nature and howsoever arising as reasonably required by the Owners if such a cover is available in the marine insurance market and it is common marine market practice to have it in place;

on the following terms:

(i) in Dollars;

(ii) on terms consistent with prevailing international market practice from time to time be approved by the Owners;

(iii) in case of the fire and usual marine risks in (a) above, in an amount on an agreed value basis of at least the greater of (x) the then current Market Value or (y) 120% of the Charterhire Principal Balance.

(iv) in case of war risks in (b) above, the full value and tonnage of the Vessel;

(v) in case of protection and indemnity risks in (c) above, the full value and tonnage of the Vessel;

(vi) in the case of pollution liability risk for protection and indemnity risks; for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market (currently USD1,000,000,000);

(vii) with international reputable insurance brokers (the "Approved Brokers") and insurance companies and/or underwriters or (in the case of protection and indemnity risks) protection and indemnity association being a member of the International Group of P&I Clubs, in each case approved by the Owners.

49.2 Innocent Owners Insurances. The Owners shall be at liberty to effect, maintain and renew innocent owners insurances and owners' additional perils (pollution) insurance (and, if required by the Mortgagee, mortgagee's interest insurance and mortgagee's additional perils (pollution) insurance) in relation to the Vessel in each case in an amount on an agreed value basis of at least the greater of (i) the then current Market Value or (ii) 120% of the Charterhire Principal Balance, on such terms, through such insurers and generally in such manner as the Owners may from time to time reasonably consider appropriate, and the Charterers shall upon demand fully indemnify the Owners in respect of all premiums and other expenses which are reasonably incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

49.3 Fleet cover.

(a) If any of the Insurances form part of a fleet cover, the Charterers shall procure the Approved Brokers not to cancel the Insurances for reason of non-payment of premiums for other vessels/units under such fleet cover or of premiums for such other Insurances, and, to the extent allowed under the relevant terms of the Insurances, the Charterers shall procure that the Approved Brokers shall undertake to the Owners that they shall neither set-off against any claims in

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respect of the Vessel any premiums due in respect of other vessels/units under such fleet cover or any premiums due for other Insurances.

(b) The Charterers undertake to issue a separate policy in respect of the Vessel being part of a fleet cover if it becomes necessary to protect the Owners' interests in the Insurance and when so reasonably requested by the Owners.

49.4 Payment under Insurances. The Charterers shall punctually pay all premiums, calls, contributions or other sums payable in respect of all such Insurances and shall upon the Owners' demand produce copies of all relevant receipts or other evidence of payment.

49.5 Notification of Insurance details. Except in the case of renewal pursuant to Clause 49.6, the Charterers shall, at least ten (10) Banking Days (or such shorter period of time as may be consented to by the Owners) prior to the Charterers effecting any such Insurances, notify the Owners in writing of the details of such proposed Insurances (including, without limitation, details of the insurer and the conditions of the policy).

49.6 Renewal of Insurances.  The Charterers shall:-

(a) at least fourteen (14) days before the relevant policies, contracts or entries expire, notify the Owners in writing of the names of the brokers proposed to be employed by the Charterers for the purposes of the renewal of such Insurances and of the amounts in which such Insurances are proposed to be renewed and the risks to be covered, in each case subject to compliance with any requirements of the Owners pursuant to this Clause 49;

(b) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will at least seven (7) days before such expiry confirm in writing to the Owners that they have been instructed to renew the relevant Insurances and such renewals are in the process of being effected in accordance with the instructions so given, and the Charterers shall provide the Owners with details of the instructions as the Owners may require; and

(c) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will prior to such expiry confirm in writing to the Owners that the relevant Insurances have been renewed, and the Charterers shall provide the Owners with details of the renewed Insurances as the Owners may require.

49.7 Copies of Insurance Certificates. On or promptly after the Actual Delivery Date and within five Banking Days following the issuance or renewal of any insurance policy required to be in effect under this Charter, the Charterers shall furnish the Owners with approved certificates of all Insurances. Such certificates shall be executed by the insurer or by an Approved Broker. Such certificates shall identify underwriters, the type of insurance, the insurance limits and the policy term and shall specifically list the special provisions enumerated for such insurance required by this Clause 49. Concurrently with the furnishing of any such certificate, the Charterers shall furnish the Owners with a certificate of an Approved Broker to the effect that the insurance then carried or to be renewed is in accordance with the terms of this Clause 49, such insurance is in full force and effect and all premiums then due and payable have been paid.

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49.8 Copies of Insurance Policies. On or promptly after the Actual Delivery Date, promptly upon receipt of each such policy, the Charterers shall deliver to the Owners each policy of the Insurances then in effect.

49.9 Guarantees and indemnities. The Charterers shall arrange for the execution of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association.

49.10 Deposit of policies. The Charterers shall deposit with the Approved Brokers (or procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued in connection with the Insurances as are effected through the Approved Brokers and to procure that the interest of the Owners shall be endorsed and, where the Insurances have been assigned to the Owners, by means of a notice of assignment the Owners shall be furnished with the originals thereof and to procure that the Approved Broker shall issue to the Owners a letter or letters of undertaking in such form as shall from time to time be reasonably required by the Owners (in line with market standard).

49.11 Intentionally omitted.

49.12 Notice of default, etc. under the Insurances. The Charterers shall promptly inform Owners of each written notice received by it with respect to the cancellation of, adverse change in, or default under the Insurances.

49.13 Insurance consultant's opinion. The Charterers shall within three (3) Banking Days' of the Owners' written demand indemnify the Owners for the cost of the insurance opinion referred to in Clause 35.2(b)(i) and any additional insurance reports or opinions as may be required by the Owners.

49.14 Assistance to the Owners. The Charterers shall do all things and provide all documents, evidence and information as may be necessary to enable the Owners to collect or recover any moneys which shall at any time become due to them in respect of the Insurances.

49.15 Employment of Vessel to conform with terms of Insurances. The Charterers shall not (and shall procure that Approved Manager that they will not) employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.

49.16 Application of insurance proceeds. The Charterers shall apply all sums receivable under the Insurances which are paid to the Charterers in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect whereof the insurance moneys shall have been received.

49.17 Entry into US waters. if the Vessel shall at any time enter the waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the Oil Pollution Act):-

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(i) the Charterers shall procure that the certificate of entry for the Vessel issued by the protection and indemnity association with which it is entered is endorsed with the U.S. Oil Pollution Clause 20/2/91 (as amended or replaced from time to time) and the Charterers shall procure for the Owners sufficient documentary evidence that the Charterers have provided all declarations and satisfied all other requirements of the association and that the U.S. Trading Exclusion Clause (as defined in the rules and policies of such protection and indemnity association) has been deleted from the cover; and

(ii) the Charterers shall make (and shall procure that the Approved Manager shall make) all such quarterly or other voyage declarations as may from time to time be required by the protection and indemnity risks association in order to maintain cover for trading to the United States of America and Exclusive Economic Zone and promptly deliver to the Owners copies of all such declarations.

49.18 Provision of information. The Charterers shall produce to the Owners upon demand copies of all policies, certificates of insurance or entry, cover notes and binders relating to the Insurances, and furnish the Owners with any other evidence of the existence of the Insurances as the Mortgagee may request. The Charterers shall procure that the Approved Brokers or the insurers give to the Owners such information as to the Insurances taken out or being or to be taken out in compliance with the Charterers' obligations under this Clause 49 or as to any other matter which may be relevant to the Insurances as the Owners may reasonably request.

49.19 Indemnity to Owners. Without prejudice to any other provisions of this Charter, in the event that any act, inaction or negligence of the Charterers, the Approved Manager or any sub-charterers shall vitiate any of the Insurances herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such Insurances.

49.20 Amendment to the Insurances. The Charterers shall not cause or permit any material adverse change to be made to the terms of any of the Insurances without the prior written consent of the Owners. Should any change be permitted or occur without the consent of the Owners then, without prejudice to the aforesaid obligation of the Charterers or to the rights of the Owners on a Termination Event or to any other provision in this Charter, the Charterers shall forthwith give written notice to the Owners.

49.21 Right to Procure Insurance. In the event the Charterers fail to procure or maintain, or the insurance coverage required by this Clause 49, the Owners, upon 30 days' prior notice (unless such insurance coverage would lapse within such period, in which event notice shall be give as soon as reasonably possible) to the Owners of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same. All amounts so advanced for such purpose by the Owners and shall become an additional obligation of the Charterers to the Owners, and the Charterers shall forthwith pay such amounts to the Owners together with interest accrued thereon in accordance with Clause 38.7 from the date so advanced.

49.22 Modification of insurance requirements. Notwithstanding the foregoing provisions in this Clause 49, the Owners shall be entitled to review the requirements of this Clause 49 from time to time in order to take account of significant changes in circumstances arising

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as a result of any change in circumstances with respect to the Vessel (including without limitation the operation and maintenance thereof) or any amendment to the existing laws of, or adoption of new laws by, any relevant jurisdiction after the date of this Charter (such changes in circumstances to include, without limitation, changes in the availability or the cost of insurance and/or protection and indemnity coverage). The Owners may notify the Charterers in writing from time to time of any proposed modification to the requirements of this Clause 49 which they may reasonably deem appropriate as a result of such amendment to the existing laws of, or adoption of new laws by, that jurisdiction, or as a result of the opinion of an independent firm of marine insurance brokers or an independent firm of international reputable insurance consultant referred to in Clause 49.13 above. Such modification shall take effect on and from the date it is notified in writing to the Charterers as an amendment to this Clause 49 (or, if as a result of the said opinion, from the date of the said advice), and shall bind the Charterers accordingly.

50.  TOTAL LOSS

50.1 Total Loss. Notwithstanding anything to the contrary contained in this Charter, if the Vessel shall become a Total Loss:-

(a) this Charter shall be deemed as terminated from the Total Loss Date, and the Charterhire shall cease to be payable therefrom; and

(b) the Charterers shall pay to the Owners the Total Loss Sum on or before the earlier of (i) the date falling ninety (90) days after the Total Loss Date and (ii) the date of receipt by the Owners of the insurance proceeds relating to such Total Loss.

All insurance proceeds in respect of such Total Loss shall be paid to the Owners and shall be applied in deduction of the Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents. Any remaining insurance proceeds after such application shall be paid to the Charterers. For the avoidance of doubt, if such insurance proceeds are insufficient to settle the outstanding Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents, the Charterers shall remain liable for the shortfall.

51.  FINANCIAL COVENANTS

51.1 Financial covenants. The Charterers shall procure the Guarantor to maintain at all times by a reference to the financial statements of the Charterers delivered pursuant to Clause 46.1:

(a) Working Capital of greater than US$0;

(b) Cash and Cash Equivalent Investments of not less than United States Dollars Fifteen Million (US$15,000,000); and

(c) ratio of(i) Consolidated Total Liabilities (excluding Cash and Cash Equivalent Investments) to (ii) Consolidated Total Assets (excluding Cash and Cash Equivalent Investments) of less than 7:10.

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51.2 Financial Definitions. For the purposes of this Clause 51, the following definitions shall apply:

"Cash"means, at any time, freely available cash at bank credited to an account in the name of the Guarantor or any of its Subsidiaries with a reputable financial institution and to which the Guarantor or any of its Subsidiaries is alone beneficially entitled and for so long as (i) that cash is repayable on demand; (ii) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Guarantor or any of its Subsidiaries or of any other person whatsoever or on the satisfaction of any other condition; and (iii) there is no Security over that cash, provided that amounts that are subject to any Security or any Encumbrance or otherwise not freely withdrawable solely by reason of a covenant as to minimum liquidity imposed on the Guarantor or any of its subsidiaries pursuant to the borrowing arrangements of the Guarantor or any of its subsidiaries shall be included in "Cash". For the avoidance of doubt, "Cash"shall also include the credit balance of the Debt Service Retention Account and each of the Debt Service Retention Accounts (as such term is defined in each of the Associated BBCs);

"Cash Equivalent Investments"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Cash Equivalent"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Consolidated Total Assets"means at any time the aggregate of all assets which would be treated as an asset of the Group in accordance with GAAP.

"Consolidated Total Liabilities"means at any time the aggregate amount of all liabilities incurred by the Group in accordance with GAAP.

"Current Assets"means, at any time, the aggregate at such time of:-

(a) the cash, stocks, marketable securities and prepayments of the Group;

(b) the debtors and deposits of the Group payable on demand or within one year from the date of computation (but excluding any amounts due from another member of the Group); and

(c) any other assets of the Group which would, in accordance with GAAP (as used in the Guarantor's then most recent audited annual consolidated financial statements) be considered as current assets.

"Current Liabilities"at any time means the aggregate at such time of the obligations of the Group to pay money on demand or within six (6) months from the date of computation (but excluding any such obligations owed to any member of the Group) and any other obligations of the Group which would, in accordance with GAAP (as

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used in the Guarantor's then most recent audited annual consolidated financial statements), be considered as a current liability.

"Working Capital"means, on any date, Current Assets less Current Liabilities.

51.3 Financial Covenants to Other Lenders. If, at any time before the Actual Delivery Date or during the Charterhire Period, any covenant (a "New Covenant") regarding any aspect of the financial condition of the Guarantor and/or the Group has been given to any other lender or creditor in connection with Financial Indebtedness borrowed by, guaranteed by, or secured by security provided by the Guarantor, then the Charterers shall notify the Owners in writing within ten (10) Banking Days after the giving of the New Covenant, and:-

(b) if the New Covenant is of the same nature as, but imposes a more stringent standard than, any of the covenants set out in Clause 51.2 (Financial Covenants) or deemed incorporated as part of this Clause 51 (the "Existing Covenant"), then such Existing Covenant shall be replaced by the New Covenant which shall be deemed incorporated as part of this Clause 51.

(c) if the New Covenant is of a different nature to the Existing Covenants, then the Additional Covenant shall be deemed incorporated as part of and as an additional financial covenant in this Clause 51.

52.   ASSET VALUE

52.1 Clause 52.2 below applies if the Owners notify the Charterers that:

(a) the Market Value of the Vessel; plus

(b) the net realisable value of any additional security previously provided under Clause 52.2(a),

is at any time below one hundred twenty per cent. (130%) of the Charterhire Principal Balance.

52.2 If the Owners serves a notice on the Charterers under Clause 52.1, the Charterers shall, within fifteen (15) Banking Days after the date on which the Owners' notice is served, either:

(a) provide, or ensure that a third party provides, additional security acceptable in form and substance to the Owners which, in the opinion of the Owners, has a net realisable value at least equal to the shortfall and is documented in such terms as the Owners may approve or require; or

(b) prepay (at least) such part of the Charterhire Principal Balance as will eliminate the shortfall.

52.3 The Charterers shall promptly provide the Owners and any shipbroker or expert acting under this Clause 52 with any information which the Owners, the Approved Valuer, shipbroker or expert may reasonably request for the purposes of the valuation; and, if the Charterers fail to provide the information by the date reasonably specified in the request, the valuation may be made on any basis and assumptions which the Owners, Approved Valuer, shipbroker or expert consider prudent.

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52.4 The Charterers shall at its own cost provide the Owners with valuations addressed to the Owners of the Vessel and any other ship over which additional Security has been created in accordance with Clause 52.2, to enable the Owners to determine the Market Value of the Vessel and such other ship, such valuations to be provided on one occasion in each calendar year during the month of December if no Termination Event or Potential Termination Event has occurred and is continuing, and as many times as required by the Owners if a Termination Event or a Potential Termination Event has occurred and is continuing.

52.5 Any partial prepayment shall be made together with Breakage Costs (if any), and shall be applied towards reducing the Charterhire Principal Balance in the inverse order of maturity.

53.   CALL OPTION

53.1 The Charterers shall have the option to purchase the Vessel and the right to compel, require and oblige the Owners to enter into an agreement with the Charterers for the sale of the Vessel to the Charterers (the "Call Option") at the Call Option Price.

53.2 The Call Option may only be exercised by the Charterers if:-

(a) a written notice exercising the Call Option is served by the Charterers upon the Owners at least two (2) months before the date on which the Sale to the Charterers is intended to occur;

(b) the Sale to the Charterers takes place after the first (1^st) anniversary of the Actual Delivery Date; and

(c) no Termination Event has occurred and is continuing from the time such notice is served until the Sale to the Charterers has occurred.

53.3 If the Charterers fail to pay the Call Option Price, then the Owner may (but is not bound to) terminate this Charter in accordance with Clause 55.1, in lieu of their right to claim against the Charterer for the Call Option Price.

54.   TERMINATION EVENTS

54.1 Termination Events. Subject to Clause 54.3 (No Termination Event upon change of Approved Manager), each of the following events shall be a "Termination Event"for the purposes of this Charter:-

(a) Non-payment. An Obligor does not pay on the due date any amount payable under any Transaction Document unless such failure to pay is caused by an administrative or technical error or a Disruption Event, and payment is made within three (3) Banking Days of its due date.

(b) Breach of key provisions. Any breach occurs of Clauses 45.l(s) (No money laundering), 45.l(t) (Sanctions), 47.1 (Authorisations), 47.2 (Compliance with laws) 47.9 (Debt Service Retention Account), 47.10 (Merger), 47.16

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(Sanctions), 49 (Insurances), 51 (Financial Covenants) or 52 (Asset Value);

(c) Other obligations. Any Obligor does not comply with any provision of the Transaction Documents (other than those referred to in Clause 54.1(a) (Non-payment) and (b) (Breach of key provisions), provided that no Termination Event will occur if the failure to comply is in the opinion of the Owners (acting reasonably) capable of remedy and is remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) the Charterers and/or the such Obligor becoming aware of the failure to comply.

(d) Misrepresentation. Any representation or statement made or deemed to be made by an Obligor in the Transaction Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, provided that no Termination Event will occur if the circumstances, events or omissions giving rise to such misrepresentation are capable of remedy and are remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) any Charterers and/or such Obligor becoming aware of the failure to comply.

(e) Cross default.

(i) Any Financial Indebtedness of any Obligor or member of the Group is not paid when due nor within any originally applicable grace period.

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(ii) Any Financial Indebtedness of any Obligor or member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(iii) Any commitment for any Financial Indebtedness of any Obligor or member of the Group is cancelled or suspended by a creditor of any Obligor or member of the Group as a result of an event of default (however described).

(iv) Any creditor of any Obligor or member of the Group becomes entitled to declare any Financial Indebtedness of any Obligor or member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(v) Any default under any Financial Indebtedness of any Obligor or any other member of the Group occurs and such default shall cause any Security on any asset of any Obligor or any other member of the Group securing such Financial Indebtedness to become enforceable.

(vi) No Termination Event will occur under this Clause 54.1(e) if:-

(A) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Obligors (other than the Approved Manager) falling within sub-paragraphs (i) to (v) above is less than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in any other currency or currencies); or

(B) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Approved Manager falling within sub-paragraphs (i) to (v) above is less than United States Dollars Three Million (US$3,000,000) (or its equivalent in any other currency or currencies).

(f) Default under Associated BBCs. A "Termination Event" (as defined in any of the Associated BBCs) has occurred and is continuing.

(g) Failure to pay final judgment. Any Obligor or member of the Group fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within fifteen

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(15) days of such final judgment being issued.

(h) Insolvency.

(i) Any Obligor or member of the Group is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(ii) The value of the assets of any Obligor or member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

(iii) A moratorium is declared in respect of any indebtedness of any Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(i) Insolvency proceedings.

(i) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(1) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or member of the Group;

(2) a composition or arrangement with any creditor of any Obligor or member of the Group, or an assignment for the benefit of creditors generally of any Obligor or member of the Group or a class of such creditors;

(3) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or member of the Group or any of its assets; or

(4) enforcement of any security over any assets of any Obligor or member of the Group,

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or any analogous procedure or step is taken in any jurisdiction.

(j) Creditors' process. Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(k) Invalidity or unenforceability of Relevant Documents. Any of the Relevant Documents shall at any time and for any reason (apart from any reason due to the Owners) become invalid or unenforceable or otherwise cease to remain in full force and effect in any respect, or if the validity or enforceability of any of the Relevant Documents shall at any time and for any reason be contested.

(l) Unlawfulness. It is or becomes unlawful for an Obligor to perform any of its obligations under the Relevant Documents.

(m) Repudiation. An Obligor repudiates a Relevant Document or evidences an intention to repudiate a Relevant Document.

(n) Cessation of business. An Obligor suspends or ceases to carry on all or a material part of its business or there is a material change in the business of any Obligor's business.

(o) Shareholding.

(i) The Shareholder ceases to be the sole direct legal and equitable shareholder of the Charterers.

(ii) The Guarantor ceases to be the sole direct legal and equitable, or indirect equitable, shareholder of the Shareholder.

(iii) The Permitted Holders cease to legally, equitably and directly own, or equitably and indirectly own, at least fifty percent (50%) of the issued share capital of the Guarantor.

(iv) The Permitted Holders cease to be the sole direct legal and equitable, or indirect equitable, shareholders of the Approved Manager.

(p) Delisting. The shares of the Guarantors cease to be listed on the Stock Exchange, or are otherwise suspended from trading on the Stock Exchange for more than thirty (30) days.

(q) Failure to release Vessel from arrest. The Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim (other than for

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reasons attributable to the Owners) and is not released in accordance with Clause 48.11 (Prevention of and release from arrest/detention).

(r) Approvals revoked, expired etc.. Any consent, authorisation, licence or approval necessary for the Relevant Documents to be or remain the valid and legally binding obligations of the Obligors, or to enable the Obligors to perform their obligations hereunder or thereunder, shall be adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed, and such situation is not remedied within fourteen (14) days.

(s) Material adverse change. Any other event occurs or any other circumstances arise or develop including, without limitation:-

(i) a change in the business, operations, property or financial condition of any Obligor; or

(ii) any change in the global, economic, political, international money and/or capital markets,

which might reasonably be expected to have a Material Adverse Effect.

(t) Failure on maintenance and repairs. The Charterers fail to rectify any failure to comply with Clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested the Charterers in writing so to do, so that the Insurances are not prejudiced.

(u) Security imperilled. Any Transaction Security is in any way imperilled or in jeopardy.

(v) Non-registration of Vessel. The Vessel is not or ceases to be registered under the Flag State.

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(w) Breach of Environmental Law or Environmental Approval; Environmental Claim. The Charterers or the Approved Manager fail to comply with any Environmental Law or any applicable Environmental Approval or the Vessel has been involved in any incident which gives rise or may give rise to an Environmental Claim against the Vessel, the Charterers and/or the Approved Manager if, in any such case, such non-compliance or incident or the consequences thereof could, in the reasonable opinion of the Owners, and having regard to any insurance cover available to meet any liabilities arising in relation to such incident, reasonably be expected to have a Material Adverse Effect.

(x) Breach of Insurances. The Charterers or any other relevant person fails to maintain or omits to comply with any requirements of the protection and indemnity association or other insurer with which the Vessel is entered for Insurances or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where any the Vessel operates or trades) is liable to cancellation, qualification or exclusion at any time.

54.2 Owners' right to terminate Charter. Upon the occurrence of a Termination Event, the Owners may (but not bound and without prejudice to the Charterers obligations) by written notice to the Charterers terminate this Charter and the chartering of the Vessel under this Charter forthwith and recover any and all amounts due and payable hereunder and/or resulting from such termination and to exercise its rights in the manner as set out in Clause 55.

54.3 No Termination Event upon change of Approved Manager. The occurrence of any event set out in Clause 54.1 (Termination Events) shall not constitute a Termination Event if:-

(a) such event relates solely to the Approved Manager (but not to any other Obligor or the Vessel); and

(b) the Approved Manager is replaced in accordance with Clause 48.1 (Approved Manager):-

(i) within fourteen (14) days of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event; or

(ii) if the grace period set out in sub-paragraph (i) above is not reasonably practicable having regard to the Vessel's contractual commitments at the time, the Charterers shall promptly notify the Owners in writing of the expected time frame, and the Approved Manager shall be so replaced as soon as reasonably practicable but in any event within one

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(1) month of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event.

55.   OWNERS' RIGHTS ON TERMINATION AND EXPIRY OF CHARTER PERIOD

55.1 At any time after a Termination Event shall have occurred and is continuing or the right of the Owners to terminate this Charter under any other provisions of this Charter or at law has arisen, the Owners may, by notice in writing to the Charterers immediately, or on such other date as the Owners shall specify:

(a) if the Vessel has not yet been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners the amounts payable under Clause 56 (Fees, Costs and Expenses) and other amounts payable under the Transaction Documents; or

(b) if the Vessel has already been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners, as liquidated damages, the Termination Sum.

55.2 Upon the giving of notice of termination under Clause 55.1:

(a) the Owners may exercise any other right or remedy which may be available to it at law or in equity, or proceed by appropriate judicial or administrative action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Charter;

(b) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(c) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

55.3 Upon the expiry of the Charter Period, the Charterers shall have paid to the Owners the End Charterhire and other amounts payable under the Transaction Documents, failing which:-

(a) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(b) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

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55.4 Following termination of the chartering of the Vessel hereunder pursuant to Clause 55.1 or the expiry of the Charter Period, the Charterers shall irrevocably continue to comply with their obligations under this Charter, including the payment of all amounts payable under this Charter and the Transaction Documents (including the Termination Sum) and/or compliance with the Owners' request for redelivery of the Vessel under Clause 59 (Redelivery).

55.5 For the purpose of securing to the Owners the due and punctual performance by the Charterers of its obligations under this Charter and any Transaction Documents to which it is a party, the Charterers hereby irrevocably and by way of security appoints the Owners as its attorney on its behalf and in its name or otherwise to execute or sign any document and do any act or thing which it is obliged to do under this Charter or any Transaction Documents to which it is a party, provided that this power of attorney shall only be capable of being exercised by the Owners until the occurrence of a Termination Event which is continuing.

55.6 Upon the expiry of the Charter Period or this Charter is terminated and upon full payment to the satisfaction of the Owners of the End Charterhire (in case of the expiry of the Charter Period) or the Termination Sum (in case of termination of the Charter) and all other amounts payable by the Charterers to the Owners under the Transaction Documents, the Owners shall, for a consideration of US$1, transfer to the Charterers (or its nominee) all of the Owners' rights, title and interest in the Vessel based on such Memorandum of Agreement in form and substance substantially the same as Norwegian Sale Form 2012 (or any updated version of the same) to be agreed and executed by the Owners and the Charterers and subject to the terms under Clauses 43.3, 43.4 and and 43.5. The transfer of ownership of the Vessel referred to in this Clause shall constitute the "Sale to the Charterers".

55.7 If the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), whether or not the Vessel has been delivered to the Charterers:

(a) subject to Clause 55.7A (Charterers' right of first refusal), the Owners shall be entitled (but not bound) to sell the Vessel, without the Charterers' consent, for such price and on such terms and conditions as it may, in its absolute discretion, think fit; and

(b) the gross proceeds of the sale of the Vessel received by the Owners (the "Gross Sale Proceeds") shall, after deduction of:

(i) all evidenced expenses, disbursements, taxes and expenses whatsoever as may have been incurred by the Owners in respect of the sale of the Vessel; and

(ii) any outstanding Termination Sum (in the case of Clause 55.1(b)) or any amounts payable under the Transaction Documents (in the case of Clause 55.l(a) or 55.3),

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be retained by the Owners, only to be paid to the Charterers within fifteen (15) Banking Days after each of the Associated BBCs have terminated and all amounts payable to the Associated Owners under the Associated Transaction Documents have been duly received by the Associated Owners.

If the Gross Sale Proceeds are not sufficient to cover the amounts set out in sub- paragraphs (i) and (ii) above in full, the Charterers shall remain liable for the shortfall according to the terms of this Charter.

55.7A A Charterers' right of first refusal. If the Owners exercise its right to sell the Vessel pursuant to Clause 55.7 through private sale (instead of public auction), the Owners are obliged to notify the Charterers in writing of the proposed sale price (the "Proposed Price") and the proposed terms and conditions (the "Proposed Terms") offered by any third party to the Owners, and, provided that no Termination Event (as defined in the Associated BBCs) has occurred and is continuing, the Charterers shall have the right to purchase (or nominate a purchaser controlled by the Permitted Holders to purchase) the Vessel, to be exercised by the Charterers by written notice to the Owners within three (3) Banking Days of the Charterer's receipt of the said notice:-

(a) at a price no less than the sum of the amounts set out in Clause 55.7(b)(i) and (ii); and

(b) on such terms and conditions, each no less favourable to the Owners than the corresponding term or condition in the Proposed Terms or the Norwegian Sale Form 2012 (or any updated version of the same) (whichever is more favourable to the Owners),

and in any event subject to the requirements set out in Clauses 43.3 43.4 and 43.5.

55.8 If the Vessel has already been delivered to the Charterers and the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), the Owners shall be entitled (but not bound) to retain ownership title to the Vessel by declaration in writing to the Charterers:-

(a) declaring that the Owners shall retain ownership of the Vessel pursuant to this Clause;

(b) setting out the Market Value as of the Termination Date (in case of Clause 55.1) or as of the expiry of the Charter Period (in case of Clause 55.3); and

(c) setting out the difference between the Market Value and the Termination Sum (in the case of Clause 55.l(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3).

If the Market Value as of the Termination Date (in case of Clause 55.1) or the expiry of the Charter Period (in case of Clause 55.3) is less than the Termination Sum (in the

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case of Clause 55.l(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3), the Charterers shall remain liable to pay to the Owners such difference according to the terms of this Charter.

55A.   OWNERS' DEFAULT

(a) If, in the absence of any Termination Event which is continuing, the Vessel is arrested or otherwise detained as a result of the Owners' direct actions or omissions, the Owners shall at their own expense take all reasonable steps, including the provision of bail, to procure that the Vessel is released within a reasonable period of time.

(b) If any arrest or detention of the Vessel referred to in paragraph (a) above continues for a period of more than forty-five (45) days, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the notice period required under Clause 53.2(a) shall be shortened to ten (10) Banking Days before the date on which the Sale to the Charterers is intended to occur;

(ii) the requirement under Clause 53.2(b) shall not apply; and

(iii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

(c) Upon the termination of this Charter and the Sale to the Charterers pursuant to the procedure set out above, any liabilities and obligations of the Owners to the Charterers under the Transaction Documents, at law or otherwise shall be extinguished and fully discharged. The Parties agree that the Charterers' remedies in respect of any breach by the Owners of the Transaction Documents shall be limited to those set out in this Clause 55A.

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56.  FEES, COSTS AND EXPENSES

56.1 Upfront Fee. The Charterers shall pay the Owners a non-refundable upfront fee (the "Upfront Fee") pursuant to the terms of the Fee Letter.

56.2 Transaction expenses. The Charterers shall, within ten (10) Banking Days of demand, pay the Owners the amount of all properly documented costs and expenses (including legal fees) reasonably incurred by the Owners in connection with:-

(a) the negotiation, preparation, printing and execution of:-

(i) this Charter and any other documents referred to in this Charter;

(ii) any other Transaction Documents executed after the date of this Charter; and

(b) delivery of the Vessel under the MOA and this Charter.

56.3 Amendment costs. If an Obligor requests an amendment, waiver or consent, the Charterers shall, within ten (10) Banking Days of demand, reimburse the Owners for the amount of all costs and expenses (including legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement.

56.4 Enforcement costs. The Charterers shall, within three (3) Banking Days of demand, pay to the Owners the amount of all costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Transaction Document.

57.  ASSIGNMENT AND SET-OFF

57.1 This Charter shall be binding upon and enure for the benefit of the Owners and the Charterers and their respective successors and permitted assigns.

57.2 The Charterers shall not be entitled to assign or transfer any of their rights or obligations under this Charter, unless with the prior written consent of the Owners.

57.3 In addition to the right of the Owners to assign or transfer under Clause 42 and 43, the Owners may at any time assign or transfer any or all of its rights and/or obligations under this Charter and/or the other Transaction Documents to any bank, financial institution, trust, fund or other entity (or their nominees) without the prior consent of the Charterers. ICBC Financial Leasing Co., Ltd. may at any time after the Actual Delivery Date assign or transfer its ownership in the Owners to any of the aforementioned entities without the prior written consent of the Charterers. For the avoidance of doubt, any such assignment or transfer shall (i) be at the Owners' cost, (ii) not affect the Charterers' right of quiet enjoyment of the Vessel under this Charter and (iii) shall not result in any additional cost, liabilities or undertakings on the part of Charterers. The Charterers shall,

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at the cost of the Owners, provide reasonable assistance in effecting any such transfer or assignment, including to enter into (and procure the other Obligors to enter into) novations, transfer agreements and acknowledgements of notices.

57.4 Without prejudice to any right of set-off, combination of accounts, lien or other rights which the Owners are at any time entitled whether by operation of Jaw or contract or otherwise, the Owners may (but shall not be obliged to) set off against any obligation of the Charterers due and payable by it hereunder without prior notice any moneys held by the Owners for the account of the Charterers at any office of the Owners anywhere and in any currency. The Owners may effect such currency exchanges as are appropriate to implement such set-off and shall provide notice to the Charterers after such set-off.

58.   CONFIDENTIALITY

58.1 The Owners and the Charterers agree (and the Charterers shall procure the Obligors and the members of the Group to) keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 58.2 and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

58.2 A receiving party of any Confidential Information may disclose such Confidential Information:

(a) to its board of directors, officers and employees (on a need to know basis), shareholders, tax legal financial and other professional advisors and rating agencies;

(b) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(c) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(d) in the case of the Owners as the receiving party of such Confidential Information, to any person:

(i) to any actual or potential financier providing funding for the acquisition or refinancing of the Vessel;

(ii) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Transaction Documents and to any of that person's Affiliates, representatives and professional advisers;

(iii) to whom ICBCL Financial Leasing Co., Ltd. assigns or transfers (or

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may potentially assign or transfer) its shareholding in the Owners pursuant to Clause 57.3;

(e) in the case of the Charterers, any other Obligor or any member of the Group being the receiving party of such Confidential Information, to the classification society and the Flag State as may be necessary in connect with the transaction contemplated under the Transaction Documents;

(f) to any other party to the Transaction Documents; or

(g) with the prior written consent of the disclosing party.

59.  REDELIVERY

59.1 Upon termination or expiry of this Charter, unless there is a Sale to the Charterers, the Owners shall have the right (but not bound) to require the Charterers to redeliver the Vessel to the Owners within thirty (30) days from the Termination Date or the expiry of the Charter Period:

(a) at the Vessel's current or next port of call, or at a port or place convenient to them without hindrance or interference to the Charterers, courts or local authorities; and

(b) with her class maintained without any conditions or recommendation; and

(c) free of average damage affecting the Vessel's class; and

(d) with all the Vessel's classification, trading, national and international certificates that the Vessel had when she was delivered under this Charter and the log book and whatsoever necessary relating to the operation of the Vessel, valid and un-extended without conditions or recommendation falling due for a minimum of three (3) months from the time of redelivery; and

(e) in the same or as good structure, state, condition and class as that in which she was deemed delivered under Clauses 3, 33 and 34 fair wear and tear not affecting class excepted; and

(f) with all such spare parts and other equipment she had at the time of delivery under this Charter together with all alterations made to the Vessel during the Charter Period without any cost to the Owners; and

(g) with all information generated during the Charter Period in respect of the physical condition of the Vessel onboard the Vessel and within the Charterers' possession.

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59.2 The Charterers shall give the Owners not less than thirty (30) days' notices of the expected geographical range of redelivery.

59.3 Pending physical repossession of the Vessel in accordance with Clause 59.1, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

60.   COMMUNICATIONS

60.1 Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, email address (if any) or fax number appearing below (or at such other address, email address or fax number as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Owners:
Address:	c/o ICBC Financial Leasing Co., Ltd.
	10/F, Bank of Beijing Building, l 7(C) Jinrong Street Xicheng District, Beijing, People's Republic of China
Email:	kouguangchao@icbcleasing.com
Attn:	Mr. Kevin Kou
Fax:	n/a
In the case of the Charterers:
Address:	c/o TMS Bulkers Ltd.
	Athens Licensed Shipping Office 11 Fragkokklisias Street, GR 151 25 Marousi, Athens, Greece
Email:	finance@tms-management.org
Attn:	Mr. Dimitris Glynos
Fax:	+30 210 8090205
Tel:	+30 216 2006213

A written notice includes a notice by email (if the recipient has provided its email address as an official mode of communication to the sender). Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email within twenty-four (24) hours of sending the relevant email or a delivery receipt message is received by the sender in respect of the relevant email. Facsimile acknowledged by the answerbacks shall be deemed to be delivered upon dispatch.

60.2 All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

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61.   MISCELLANEOUS

61.1 Time shall be of the essence of this Charter but no failure or delay on the part of any party to this Charter to exercise any power, right or remedy under any Transaction Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by any party to this Charter of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

61.2 any amendment or waiver of any provision of this Charter or any other Transaction Documents shall only be effective if the Owners and the Charterers so agree in writing. Any consent by the Owners under this Charter or any Transaction Document must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Owners and shall be effective only in the instance and for the purpose for which it is given.

61.3 The remedies provided in this Charter and any Transaction Document are cumulative and are not exclusive of any remedies provided by law.

61.4 If any provision of this Charter and any Transaction Document is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

61.5 This Charter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Charter by signing any such counterpart.

61.6 Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

61.7 In the event of any inconsistency in the terms set out in Part I and Part II of this Charter and the Additional Clauses (i.e. Clauses 32 to 62 and Schedules I to 5) of this Charter, then the terms of the Additional Clauses shall prevail.

62.LAW AND DISPUTE RESOLUTION

62.1 This Charter and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Charter (including any dispute regarding the existence, validity or termination of this Charter) (a "Dispute").

(b) The Owners and the Charterers agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

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(c) This Clause 62.2 is for the benefit of the Owners only. As a result, the Owners shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

62.3 The Charterers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

62.4 Without prejudice to any other mode of service allowed under any relevant law, the Charterers:-

(a) irrevocably appoints Ince Process Agents Limited of 2 Leman Street, London El 8QN, London, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Transaction Document to which it is a party; and

(b) agrees that failure by the process agent to notify the Charterers of the process will not invalidate the proceedings concerned.

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SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	Fixed Charterhire (US$)
		Marini
1.	Actual Delivery Date	20,000,000 (the "Advance Charterhire Amount")
2.	Date falling 3 months after the Actual Delivery Date	333,334
3.	Date falling 6 months after the Actual Delivery Date	333,334
4.	Date falling 9 months after the Actual Delivery Date	333,334
5.	Date falling 12 months after the Actual Delivery Date	333,334
6.	Date falling 15 months after the Actual Delivery Date	333,334
7.	Date falling 18 months after the Actual Delivery Date	333,334
8.	Date falling 21 months after the Actual Delivery Date	333,334
9.	Date falling 24 months after the Actual Delivery Date	333,334
10.	Date falling 27 months after the Actual Delivery Date	333,334
11.	Date falling 30 months after the Actual Delivery Date	333,334
12.	Date falling 33 months after the Actual Delivery Date	333,334
13.	Date falling 36 months after the Actual Delivery Date	333,334
14.	Date falling 39 months after the Actual Delivery Date	333,334
15.	Date falling 42 months after the Actual Delivery Date	333,334
16.	Date falling 45 months after the Actual Delivery Date	333,334
17.	Date falling 48 months after the Actual Delivery Date	333,334
18.	Date falling 51 months after the Actual Delivery Date	333,334
19.	Date falling 54 months after the Actual Delivery Date	333,334
20.	Date falling 57 months after the Actual Delivery Date	333,334
21.	Date falling 60 months after the Actual	333,334

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	Delivery Date
22.	Date falling 63 months after the Actual Delivery Date	333,334
23.	Date falling 66 months after the Actual Delivery Date	333,334
24.	Date falling 69 months after the Actual Delivery Date	333,334
25.	Date falling 72 months after the Actual Delivery Date	333,334
26.	Date falling 75 months after the Actual Delivery Date	333,334
27.	Date falling 78 months after the Actual Delivery Date	333,334
28.	Date falling 81 months after .the Actual Delivery Date	333,334
29.	Date falling 84 months after the Actual Delivery Date	333,334
30.	Date falling 87 months after the Actual Delivery Date	333,334
31.	Date falling 90 months after the Actual Delivery Date	333,334
32.	Date falling 93 months after the Actual Delivery Date	333,334
33.	Date falling 96 months after the Actual Delivery Date	9,666,646 (the "End Charterhire Amount")
Total Fixed Charterhire Payable (i.e. the Charterhire Principal)		40,000,000

Notes:

(a)The above dates are subject to adjustment pursuant to Clause 38.1(c).

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SCHEDULE 2

INTEREST RELATED PROVISIONS

AINTEREST RATE

1 Subject to the provisions of this Section A, the rate of interest on the Charterhire Principal Balance in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.

2 The Owners shall notify the Charterers of each rate of interest as soon as reasonably practicable after each is determined by the Owners.

3Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) Dollars; or

(ii) an Interest Period and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of 11 a.m. (London time) on the Quotation Date and for a period equal in length to that Interest Period.

(c) Cost of funds: If sub-paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period, there shall be no LIBOR and paragraph 6 (Cost of funds) shall apply to that Interest Period.

4 Calculation of Reference Bank Rate

(a) Subject to sub-paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by or about noon (London time) on the Quotation Date, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon (London time) on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

5 Market disruption and discontinuance of LIBOR

(a) If the Owners have obtained refinancing from the Mortgagee, and the interest rate under the refinancing is adjusted pursuant to the terms thereof due to the funding cost of the Mortgagee (which, for this purpose, includes any participating bank in the refinancing loan) being in excess of LIBOR, then paragraph 6 (Cost of funds) shall apply for the relevant Interest Period.

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(b) If it becomes apparent to the parties hereto that the Screen Rate for LIBOR will be discontinued indefinitely in the London interbank market, if the Owners so requires (such request to be made no earlier than ninety (90) days before the scheduled date of such discontinuance of LIBOR), the Owners and the Charterers shall enter into negotiations with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis so agreed shall be binding on the Owners and the Charterers.

6Cost of funds

(a) If this paragraph 6 applies, the rate of interest for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified by the Owners to the Charterers as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum either (I) the cost of funding of the Mortgagee as may be notified by the Mortgagee to the Owners from time to time or (2) (if the Owners have not obtained any refinancing from a Mortgagee), the cost of funding of banks generally as may be reasonably determined by the Owners with reference to cost of funding notified to the Owners' Affiliates by their lenders from time to time.

(b) If this paragraph 6 applies and Owners or the Charterers so requires, Owners and the Charterers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall be binding on the Owners and the Charterers.

(d) If the rate of interest is determined in accordance with paragraph (a) above for two (2) or more consecutive Interest Periods, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the requirement under Clause 53.2(b) shall not apply; and

(ii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

BINTEREST PERIOD

1 The first Interest Period applicable to the Charterhire Principal Balance shall commence on the Actual Delivery Date and subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

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2 Subject to the other Clauses in this section, each Interest Period shall be three (3) months or such other period as notified by the Owners to the Charterers. No Interest Period shall overrun a Payment Date and shall instead end of such Payment Date.

3 In respect of an instalment of the Fixed Charterhire due to be paid under Clause 37 (Charterhire) on a particular Payment Date, an Interest Period shall end on that Payment Date.

CDEFAULT INTEREST

1 An Obligor shall pay interest in accordance with the following provisions of this Section C on any amount payable by that Obligor under any Transaction Document which the Owners do not receive on or before the relevant date, that is:

(a) the date on which such Transaction Document provides that such amount is due for payment; or

(b) if such Transaction Document provides that such amount is payable on demand, the date falling three (3) Banking Days after the day on which the demand is served; or

(c) if such amount has become forthwith due and payable under Clause 55.1, the date on which it becomes forthwith due and payable.

2 Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Owners to be eight percent (8%) above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted part of the Charterhire Principal Balance in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Owners acting reasonably.

3 If any overdue amount consists of all or part of the Fixed Charterhire which became due on a day which was not the last day of an Interest Period relating to the Charterhire Principal Balance:-

(a) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Charterhire Principal Balance; and

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be six percent (6%) higher than the rate which would have applied if the overdue amount had not become due.

4 The Owners shall promptly notify the Charterers of each interest rate determined under paragraph 3 above and of each Interest Period selected for the purposes of paragraph 2; but this shall not be taken to imply that the Charterers are liable to pay such interest only with effect from the date of the Owners' notification.

5 Subject to the other provisions of this Charter, any interest due under this Section C shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Owner.

6 Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

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SCHEDULE 3

FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER BAREBOAT CHARTER FOR M.V. "MARINI"

m.v. "Marini" with IMO no. 9639529 (the "Vessel") was delivered to and accepted by Marathi Owners Inc. as charterers of the Vessel, pursuant to the Bareboat Charter dated [•] and made with Hai Kuo Shipping 1623 Limited as Owners of the Vessel, at[•] hours([•] Time) on[•] at[•].

for and on behalf of Marathi Owners Inc.	for and on behalf of Hai Kuo Shipping 1621 Limited
Name: Title:	Name: Title:

81

82

SCHEDULE 4

AMOUNTS UNDER PARAGRAPH (b) OF

THE DEFINITION OF TERMINATION SUM

	Time period during which this Charter is terminated		Amount (US$)
	Start Date (inclusive)	End Date (exclusive)	Marini
1.	Actual Delivery Date	Date falling 3 months after the Actual Delivery Date	20,500,000
2.	Date falling 3 months after the Actual Delivery Date	Date falling 6 months after the Actual Delivery Date	20,158,333
3.	Date falling 6 months after the Actual Delivery Date	Date falling 9 months after the Actual Delivery Date	19,816,665
4.	Date falling 9 months after the Actual Delivery Date	Date falling 12 months after the Actual Delivery Date	19,474,998
5.	Date falling 12 months after the Actual Delivery Date	Date falling 15 months after the Actual Delivery Date	19,133,331
6.	Date falling 15 months after the Actual Delivery Date	Date falling 18 months after the Actual Delivery Date	18,791,663
7.	Date falling 18 months after the Actual Delivery Date	Date falling 21 months after the Actual Delivery Date	18,449,996
8.	Date falling 21 months after the Actual Delivery Date	Date falling 24 months after the Actual Delivery Date	18,108,329
9.	Date falling 24 months after the Actual Delivery Date	Date falling 27 months after the Actual Delivery Date	17,766,661
10.	Date falling 27 months after the Actual Delivery Date	Date falling 30 months after the Actual Delivery Date	17,424,994
11.	Date falling 30 months after the Actual Delivery Date	Date falling 33 months after the Actual Delivery Date	17,083,327
12.	Date falling 33 months after the Actual Delivery Date	Date falling 36 months after the Actual Delivery Date	16,741,659
13.	Date falling 36 months after the Actual Delivery Date	Date falling 39 months after the Actual Delivery Date	16,399,992
14.	Date falling 39 months after the Actual Delivery Date	Date falling 42 months after the Actual Delivery Date	16,058,324

83

15.	Date falling 42 months after the Actual Delivery Date	Date falling 45 months after the Actual Delivery Date	15,716,657
	Date falling 45 months after the Actual Delivery Date	Date falling 48 months after the Actual Delivery Date	15,374,990
17.	Date falling 48 months after the Actual Delivery Date	Date falling 51 months after the Actual Delivery Date	15,033,322
18.	Date falling 51 months after the Actual Delivery Date	Date falling 54 months after the Actual Delivery Date	14,691,655
19.	Date falling 54 months after the Actual Delivery Date	Date falling 57 months after the Actual Delivery Date	14,349,988
20.	Date falling 57 months after the Actual Delivery Date	Date falling 60 months after the Actual Delivery Date	13,666,653
21.	Date falling 60 months after the Actual Delivery Date	Date falling 63 months after the Actual Delivery Date	13,666,653
22.	Date falling 63 months after the Actual Delivery Date	Date falling 66 months after the Actual Delivery Date	13,324,986
23.	Date falling 66 months after the Actual Delivery Date	Date falling 69 months after the Actual Delivery Date	12,983,318
24.	Date falling 69 months after the Actual Delivery Date	Date falling 72 months after the Actual Delivery Date	12,641,651
25.	Date falling 72 months after the Actual Delivery Date	Date falling 75 months after the Actual Delivery Date	12,299,984
26.	Date falling 75 months after the Actual Delivery Date	Date falling 78 months after the Actual Delivery Date	11,958,316
27.	Date falling 78 months after the Actual Delivery Date	Date falling 81 months after the Actual Delivery Date	11,616,649
28.	Date falling 81 months after the Actual Delivery Date	Date falling 84 months after the Actual Delivery Date	11,274,982
29.	Date falling 84 months after the Actual Delivery Date	Date falling 87 months after the Actual Delivery Date	10,933,314
30.	Date falling 87 months after the Actual Delivery Date	Date falling 90 months after the Actual Delivery Date	10,591,647
31.	Date falling 90 months after the Actual Delivery Date	Date falling 93 months after the Actual Delivery Date	10,249,980
32.	Date falling 93 months after the Actual Delivery Date	Date falling 96 months after the Actual Delivery Date	9,908,312

84

33. On or after the date falling 96 months after the Actual Delivery Date 0

85

SCHEDULE 5

EXISTING LEGAL PROCEEDINGS

1. An investigation was carried out by Chinese authorities in connection with an alleged collision of the vessel Catalina with a fishing boat while enroute to Indonesia on May 7, 2016. The vessel remained detained in Ningbo, China and was released during July 2016. Following determination of the Chinese Maritime authorities on the apportionment of inter ship liability, the P&I Club proceeded with the settlement of the property damage claim of the owners of the fishing boat. Crew claims were separately settled by such club. The criminal proceedings in relation to such case are now closed.

2. HPOR Servicos De Consultaria Ltda ("HPOR") on September 1, 2016 commenced London arbitration references against, among others, the Guarantor, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, the Guarantor for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. The Guarantor is disputing such allegations and have counterclaimed repayment of the commission already paid to HPOR. On March 7, 2018, the Tribunal issued awards in each of the references disallowing HPOR's claims and allowing the counterclaims brought by the Guarantor. HPOR has since filed an application with the Court of Appeals in the U.K. for leave to appeal the arbitration awards.

3. On July 4, 2017, the Guarantor announced that the Guarantor and Mr. Economou had been named as defendants in a lawsuit filed in High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest. The plaintiff sought, among other things, a temporary restraining order and preliminary injunction to suspend any further issuances of our new shares of commons stock by the Guarantor at a price per share below the price specified by the plaintiff in the complaint, as well as certain other compensatory and punitive damages specified in the complaint. On July 24, 2017, the High Court of the Marshall Islands (the "Court") issued an order denying plaintiffs motion for a preliminary injunction. On August 10, 2017, the plaintiff filed a first amended complaint that added a new plaintiff, and was styled as a direct action only, alleging three new counts for breach of fiduciary duties and constructive fraud, and removing certain of the counts asserted in the original complaint. The plaintiffs requested to proceed pro se and on August 16, 2017, the Court granted a motion to withdraw filed by plaintiffs' counsel. On August 22, 2017, now acting pro se, plaintiffs filed a motion for leave to file a second amended complaint, making certain changes to the allegations of the first amended complaint and propounding an additional count for breach of fiduciary duties. The most recent complaint seeks compensatory damages of$ 1.56 million and treble punitive damages of $4.68 million against Mr. Economou, and requests injunctive and equitable relief against the Guarantor. The Guarantor and Mr. Economou believe the complaint, as amended, to be without merit and filed motions to dismiss the second amended complaint. At the oral argument on defendants' motions to dismiss, held on February 2, 2018, the Court announced that it was inclined to grant both motions to dismiss, and directed the parties to submit proposed orders on or before February 23, 2018. The Court stated that after the Court received and reviewed all timely proposed orders, it would issue final decisions in writing. On February 26, 2018, plaintiff filed a motion for voluntary dismissal without prejudice. On March 6, 2018, defendants filed a joint opposition to plaintiff's motion for voluntary dismissal and moved to strike plaintiffs notice of dismissal and for the entry of dismissal with prejudice, which plaintiff

86

opposed. The Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiff filed a new action in the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.). To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and intend to contest the allegations in the Texas action.

4. On August 2, 2017, a purported class action complaint was filed in the United States District Court for the Eastern District of New York (No. l 7-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, the Guarantor and two of the Guarantor's executive officers. The complaint alleges that the Guarantor and two of our executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Guarantor will respond to the complaint by the appropriate deadline to be set in the future, which is presently set at May 25, 2018. To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and plan to vigorously defend themselves against the allegations.

5. On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017- 198) by certain Ocean Rig Creditors against, among others, the Guarantor and two of its executive officers (who currently are directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(l), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. The Guarantor (and all other defendants) moved to dismiss the case on October 31, 2017, and the motion has been briefed. In a scheduling conference held on February 14, 2018 in the Marshall Islands, the Court scheduled oral argument to proceed on June 6, 2018. The Guarantor is not in a position at this time to express an opinion as to the ultimate outcome of this matter, or to provide an estimate on the amount or range of any potential loss. To the best of the Guarantor's knowledge after making due enquiry and investigation, the allegations are frivolous and without merit.

Ocean Rig has funded a preserved claims trust (the "PCT"). The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig Creditors. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all of the scheme creditors in the restructuring.

The Guarantor received a subpoena from the US Securities and Exchange Commission requesting certain documents and information from the Guarantor in connection with offerings made by the Guarantor between June 2016 and July 2017. The Guarantor is providing the requested information to the SEC.

6. During September 2017, the vessels Majorca and Marbella experienced two grounding incidents with approximately total off-hire days of 82 days and 33 days, respectively, while the total recoverable cost is estimated to be $1.8 million and $0.6 million, respectively, which will be covered by the Guarantor's H&M insurers.

Notes:

87

a. None of the above-stated legal proceedings have any connection with the Vessel or the Obligors (other than the Guarantor).

b. None of the above-stated legal proceedings would potentially attract criminal or other liability other than pecuniary civil liability.

88

SIGNATURE PAGE

OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1623 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
/s/ Vesta Chan
Signature of witness:
Name:  Vesta Chan
Title:

CHARTERERS
EXECUTED and DELIVERED as a DEED	)
for and on behalf of	)
MARATHI OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvar Tournis	)	/s/ Savvar Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
/s/ Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Title:  Attorney-at-Law
52 Ag. Konstantinou Street – 151 24 Marousi Athens, Greece Tel:  +30 210 6140580

89

EX-4.102

Exhibit 4.102

ADDITIONAL CLAUSES

to the Bareboat Charter dated      4 May       2018

between

HAI KUO SHIPPING 1625 LIMITED

(as Owners)

And

MELTEMI OWNERS INC.

(as Charterers)

in respect of

m.v. "Morandi"

DEFINITIONS AND INTERPRETATION

32.1 In this Charter,  unless the context  otherwise requires, the following expressions shall have the following meanings:

"Account Bank" means ABN AMRO BANK N.V.;

"Account Pledge" means the first priority pledge agreement over the  Earnings Account and the Debt Service Retention Account entered or to be entered into by the Charterers in favour of the Owners, in form agreed between the Parties;

"Actual Delivery Date" has the meaning given to it in Clause 33.1 of this Charter;

"Advance Charterhire" has the meaning given to it in Schedule 1 (Payment  Dates and  Fixed Charterhire);

"Affiliates" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Approved Brokers" has the meaning given to it in Clause 49.l of this Charter;

"Approved Manager" means TMS Bulkers Ltd., a corporation  incorporated  under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, or such other company appointed by the Charterers as the technical and commercial manager of the Vessel with the Owners' prior written consent or in accordance with Clause 48.1 (Approved Manager);

- 1 -

"Approved Valuer"means any of Braemar ACM Shipbroking, Fearnleys Shipping AS, Lorentzen & Stemoco AS, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd (SSY), VesselsValue Ltd, Arrow Valuations Ltd., Compass Maritime Services, LLC, Barry Rogliano and Salles (BRS), Golden Destiny S.A., Galbraiths Limited Shipbrokers, Howe Robinson, Maersk Brokers or such other international independent and reputable ship sale and purchase shipbroker as may from time to time be appointed by the Owners acting reasonably;

"Assignment of Charter"has the meaning  given  to such  term  in  Clause 48.15(b) (Restrictions on sub-chartering, appointment of managers etc.);

"Assignment of Management Agreement"means the first priority deed of assignment of the Management Agreement, executed or to be executed by the Charterers as assignor and the Owners as assignee, being in form agreed between the Parties;

"Associated  BBCs"has the meaning  given to it in the Intercreditor  Deed;

"Associated Charterers"has the meaning given to it in the Intercreditor Deed;

"Associated Obligors"has the meaning given to it in the Intercreditor Deed;

"Associated Owners"has the meaning given to it in the Intercreditor Deed;

"Associated Transaction Documents"has the meaning given  to  it  in  the Intercreditor Deed;

"Associated Vessels"has the meaning given to it in the Intercreditor Deed;

"Authorisation"means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

"Banking Day"means a day (other than a Saturday or a Sunday) on which banks are generally open for business in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing; and (iii) in relation to any matter relating to LIBOR (including the Quotation Date), London;

"Breakage Costs"means all costs (including without limitation any funding, foreign exchange or other losses (whether constituting a loss of profit, loss of contract, loss of revenue or otherwise) or any expense, premium or penalty, but excluding any loss of profit on the portion of the Variable Charterhire attributable to the Margin) which the Owners sustains or incurs in respect of any liquidation,  prepayment  or redeployment of funds borrowed, contracted for or utilised to fund the Owners in connection with its

- 2 -

acquisition, financing or the refinancing, and disposal of the Vessel, including without limitation such costs incurred as a consequence of:-

(a) the Owners terminating this Charter pursuant to the terms hereof; and/or

(b) the lease of the Vessel under this Charter being prevented or terminated early due to the occurrence of a Termination Event or Total Loss; and/or

(c) any prepayment of the Charterhire Principal Balance pursuant to Clause 52.2(b); and/or

(d) the exercise of the Call Option by the Charterers;

"Call Option"has the meaning given to it in Clause 53 of this Charter;

"Call Option Price"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers takes place; and

(b) One Hundred Point Five percent (100.5%) of the Charterhire  Principal Balance as at the date on which the Sale to the Charterers takes place;

"Charterers"means Meltemi Owners Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Charterhire"means, in respect of each or, as the context may require, any Payment Date, the aggregate amount of the Fixed Charterhire and the Variable Charterhire payable on each or such Payment Date in accordance with Clause 37;

"Charterhire Principal"means Thirty-Eight Million Dollars only (US$38,000,000), being the aggregate amount of Fixed Charterhire payable on the Payment Dates under this Charter;

"Charterhire Principal Balance"means the Charterhire Principal as may be reduced by payments or prepayments of Fixed Charterhire by the Charterers to the Owners under this Charter;

"Charter Period"has the meaning given to it in Clause 36.1 of this Charter;

"Classification Society"means the classification society as named in Box 10, or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies and with the Owners' prior written consent;

"Code"means the US Internal Revenue Code of 1986, as amended, supplemented or replaced from time to time;

- 3 -

"Confidential Information"means:-

(a) where the Owners are the receiving party, all information relating to the Charterers, any Obligor, the Group and/or the Relevant Documents of which the Owners become aware in its capacity as, or for the purpose of becoming, the Owners which is received by the Owners in relation to, or for the purpose of becoming the Owners under, the Transaction Documents from any Obligor or member of the Group or any of its advisers; or

(b) where the Charterers or any Obligor is the receiving party, all information relating to the Owners and its affiliates of which the Charterer or any Obligor becomes aware in its capacity as, or for the purpose of becoming, the Charterers which is received by the Owners in relation to, or for the purpose of becoming an Obligor under, the Transaction Documents from the Charterers  or any of its affiliates or advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information, but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by the receiving party of Clause 58.1; or

(ii) is identified in writing at the time of delivery as non-confidential by the disclosing party or any of its advisers; or

(iii) is known by the receiving party before the date the information is disclosed  to it in accordance with this definition or is lawfully obtained by the receiving party after that date, from a source which is, as far as the receiving party is aware, unconnected with the disclosing party and which, in either case, as far as the receiving party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

"Debt Service Retention Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL65ABNA0818851759.

"Disruption Event"means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the lease of the Vessel  (or otherwise in order for the transactions contemplated by the Transaction Documents to be carried out) which disruption is not caused  by, and is beyond the control  of, any of the Parties; and

- 4 -

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Transaction Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Transaction Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

"Dollars"and "US$"means the lawful currency for the time being of the United States of America;

"Earnings Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL65ABNA0818851759.

"Encumbrance"means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, security interest or other encumbrance of any kind in each case, securing or conferring any priority of payment in respect of any obligation of any person and includes any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any applicable law;

"End Charterhire"has the meaning given to such term in Schedule 1 (Payment Dates and Fixed Charterhire);

"Environmental Approvals"means all material approvals, licences, permits, exemptions or authorisations required under applicable Environmental Laws;

"Environmental Claim"means:

(a) any claim by, or directive from, any applicable governmental, judicial or other regulatory authority alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident; or

(b) any claim by any other third party howsoever relating to or arising out of Environmental Incident;

and, in each such case, "claim"shall means a claim for damages, cleanup costs, compliance, remedial action or otherwise;

"Environmental Incident"means:

(a) any release of Environmentally Sensitive Material from the Vessel;

- 5 -

(b) any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and where the Vessel is actually or potentially liable to be arrested as a result and/or the Charterers or the Approved Manager or any manager of the Vessel are actually or allegedly at fault or otherwise liable;

"Environmental Laws"means all laws, regulations, proclamations, orders, conventions and agreements whatsoever relating to pollution or protection of the environment (including, without limitation International Convention on Civil Liability for Oil Pollution Damage, the United States Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time, the "Oil Pollution Act"), United States Comprehensive Environmental Responses, Compensation and Liability Act and any comparable United States federal laws or laws of the individual States of the United States of America) all as amended or supplemented from time to time;

"Environmentally Sensitive Material"means oil, oil products, any other substance which is polluting, toxic or hazardous or any substance the release of which into the environment is regulated, prohibited or penalised by or pursuant to any Environmental Laws;

"Fee Letter"means the fee letter entered or to be entered into between the Owners and the Charterers in respect of the payment of Upfront Fee, such letter to be in form agreed between the Parties;

"FATCA"means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any  other  jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

"FATCA Deduction"means a deduction or withholding from a payment under a Transaction Document required by FATCA;

"FATCA Exempt Party"means a Party that is entitled to receive payments free from any FATCA Deduction;

"FATCA FFI"means a foreign financial institution as defined  in section 1471(d)(4) of the Code which, if the Owners are not a FATCA Exempt Party, could be required to make a FATCA Deduction;

"Financial Indebtedness"means any indebtedness for or in respect of:

(a) moneys borrowed;

- 6 -

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

"Fixed Charterhire"means the amounts set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column "Fixed Charterhire";

"Flag State"means (i) in respect of ownership title registration, the Marshall Islands and (ii) in respect of bareboat charter registration, Malta, or such other flag state of the Vessel as may be changed according to Clause 44.2;

"GAAP"means generally accepted accounting principles as effective from time to time in the United States of America;

"General Assignment"means the general assignment and subordination, incorporating:-

(a) a first priority deed of assignment of:-

(i) the Charterers' rights and interests in the Vessel's  earnings,  insurances and requisition compensation  and certain contracts of the Charterers; and

(ii) the Approved Manager's rights and interests in the Vessel's insurances; and

(b) a subordination of indebtedness owed by the Charterers to the Approved Manager,

- 7 -

executed or to be executed by the Charterers and the Approved Manager as assignors and the Owners as assignee, in form agreed between the Parties;

"Governmental Agency"means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute);

"Group"means the Guarantor, and "member of the Group"shall be construed accordingly;

"Guarantee"means the guarantee and indemnity executed or to be executed by the Guarantor in favour of the Owners in respect of the Obligors' obligations under the Transaction Documents, being in form agreed between the parties thereto;

"Guarantor"means Dryships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Holding Company"means, in relation to a person, any other person in respect of which it is a Subsidiary;

"Indebtedness"means any obligation for the payment or repayment of money, whether as principal or as surety, present, actual or contingent, primary, several or joint or secured or unsecured;

"Indirect Tax"means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

"Insurances"means (a) any and all contracts and/or policies of insurance required to be in place, taken out, effected and maintained according to any provisions of this Charter, by or for the benefit of the Owners and/or the Mortgagee and/or the Charterers and/or the Approved Manager (whether in the sole name or joint names of one or more of such entities or otherwise) in respect of the Vessel or otherwise howsoever in connection therein; and (b) all rights, benefits and other assets relating to, or deriving from, any of the foregoing, including claims of whatsoever nature and return of premium;

"Intercreditor Deed"means the intercreditor agreement (if any) entered or to be entered into between (i) the Owners and the Charterers in respect of the Vessel and (ii) other owners and charterers in respect of other vessels, and designated as the Intercreditor Deed by the Owners and the Obligors;

"Interest Period"means a period determined in accordance with Section B (Interest Period) of Schedule 2 (Interest Related Provisions);

"Interpolated Screen Rate"means, in relation to LIBOR, the rate (rounded  upwards to four decimal places) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest  period  (for which that Screen Rate is available) which is less than the period for which interest rate is to be determined; and

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(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the period for which interest rate is to be determined,

each as of 11.00am (London time) on the Quotation Date for Dollars;

"ISM Code"means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organisation and incorporated  into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant to it (and the terms "safety management system", "Safety Management Certificate"and "Document of Compliance"have the same meanings as are given to them in the ISM Code);

"ISPS Code"means the International Ship and  Port Facility  Security Code adopted by the International Maritime Organisation incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant  to it;

"ISSC"means a valid and current  International  Ship Security Certificate  issued under the  ISPS Code;

"LIBOR"means, in relation to an Interest Period:

(a) the applicable Screen Rate as of 11 a.m. (London time) on the Quotation Date for Dollars and for a period equal in length to that Interest Period; or

(b) as otherwise determined pursuant to paragraph 3 (Unavailability of Screen Rate) of Section A (Interest Rate) to Schedule 2 (Interest Related Provisions),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

"Losses"means all losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature;

"Major Casualty"means any casualty to the Vessel respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible exceeds One Million only (US$l,000,000) or the equivalent in any other currency;

"Management Agreement"means the technical and  commercial  management agreement in respect of the Vessel executed or to be executed between the Charterers as disponent owner and the Approved Manager as manager;

"Margin"means:

(a) subject to paragraph (b) below, two point eight five percent (2.85%) per annum; and

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(b) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), three percent (3%) per annum starting  from the Interest  Period  during which the financial statements were (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's  shareholders  or  (iii) made available for public inspection (whichever is earlier), and for the remaining term of this Charter;

"Market Value"means the market value of the Vessel (or any other ship provided as additional security pursuant to Clause 52 (Asset Value)), expressed in Dollars, during the relevant month as assessed by taking the average of the valuations made by two Approved Valuers, one appointed by each Party and, in the case where the difference between the two valuations is ten per cent. (10%) or more, then a third Approved Valuer shall be appointed by the Owners and the Market Value shall be calculated by taking the average of the three valuations (in all cases the expenses and costs of such valuations shall be borne by the Charterers and shall be made without inspection of the Vessel on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer during the relevant month and without the benefit of any existing charter or other contract of employment current at the time of such valuation);

"MARPOL"means the International Convention for the Prevention of Pollution from Vessels 1973 (as modified in 1978 and 1977) and includes any amendments or extensions of it and any regulations issued pursuant to it;

"Material Adverse Effect"means a material adverse effect on:-

(a) the financial conditions, assets, prospects, business or operations of any Obligor or the Group taken as a whole;

(b) the ability of any Obligor to perform its obligations under the Relevant Documents or to avoid any Termination Event;

(c) the validity or enforceability of, or the rights or remedies of the Owners under, the Relevant Documents; or

(d) the validity, legality, enforceability or priority of any Transaction Security;

"MOA'' means the memorandum of agreement in respect of the sale and purchase of the Vessel executed or to be executed by the Charterers as seller and the Owners as buyer, in a form and substance satisfactory to the Owners;

"month"means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started. If there is no such numerically corresponding date in the next or subsequent calendar month, the last day of the next or subsequent calendar month should be deemed as such numerically corresponding date;

"Mortgage"has the meaning given to it in Clause 42.2;

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"Mortgagee"has the meaning given to it in Clause 42.2;

"Mortgagee's Financial Instruments"means the Mortgage and any other security documents granted in favour of the Mortgagee to secure the financing of the Owners' acquisition of the Vessel;

"Mr. Economou"means George Economou, holder of Greek passport no. AN1300796;

"Obligors"means each of the Charterers, the Approved Manager, the Shareholder and the Guarantor, and "Obligor"means any one of them;

"Original Financial Statements"means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2017;

"Owners"means Hai Kuo Shipping 1625 Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands, whose registered office  is  at  Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960;

"Owners' Account"means any Dollar bank account (includes any sub-account thereof) as may from time to time be notified by the Owners to the Charterers by not less than three (3) Banking Days prior written notice;

"Parties"means the Owners and the Charterers, and "Party"means any of them;

"Payment Date"means each of the dates set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column  "Payment  Dates",  as  adjusted  pursuant  to Clause  38.l(c);

"Permitted Holders"means, collectively:-

(a) Mr. Economou and his direct lineal descendants;

(b) any trust, fund, foundation or other similar entity solely for the benefit of all or any of the persons referred to in paragraph (a) above; and

(c) any company, corporation or other legal entity directly or indirectly beneficially owned (in respect of 100% of its issued share capital or issued voting share capital) and controlled by any of the persons or entities referred to in paragraphs (a) and (b) above;

"Potential Termination Event"means any event or circumstance specified in Clause 54 (Termination Events) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be a Termination Event;

"Quotation Date"means:-

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(a) in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the day which is two (2) London Banking Days before the first day of that period, unless market practice differs in the London interbank market for Dollars, in which case the Quotation Date will be determined by the Owners in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Date will be the last of those days); and

(b) in relation to any Interest Period the duration of which is selected by the Owners pursuant to paragraph 2 of Section C (Default Interest) of Schedule 2 (Interest Related Provisions), such date as may be determined by the Owners (acting reasonably);

"Reference Bank Rate"means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Owners at its request by the Reference Banks as either:

(a) if:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, the rate at which the relevant  Reference  Bank  could fund  itself in the relevant currency for the relevant period with reference to the unsecured wholesale funding market;

"Reference Banks"means the London office of ICBC (London) plc, J.P. Morgan and/or any bank(s) appointed by Owners in consultation with the Charterers;

"Relevant Documents"means each of the Transaction Documents and the Management Agreement, and "Relevant Document"means any one of them;

"Relevant Jurisdiction"means in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security is created, or intended to be created, under the Transaction Document to which it is a party is situated (other than the jurisdiction of the ports where the Vessel may call at);

(c) any jurisdiction where it conducts its business (other than the jurisdiction of the ports where the Vessel may call at); and

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(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or intended to be created, under the Transaction Documents to which it is a party;

"Restricted Party"means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions which impose punitive, restrictive or other sanctions measures on any person being domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of such country or territory; or (iii) otherwise a target of Sanctions ("target of Sanctions"signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

"Sale to the Charterers"has the meaning given to it in Clause 55.6;

"Sanctions"means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union (iv) the United Kingdom; (v) the respective national-level governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State, and Her Majesty's Treasury ("HMT"); (vi) the Monetary Authority of Singapore; or (vii) the Hong Kong Monetary Authority, (together the "Sanctions Authorities");

"Sanctions List"means the "Specially Designated Nationals and Blocked  Persons" list maintained by OFAC, the Consolidated List of Financial Sanctions  Targets  and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

"Screen Rate"means, in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR0l or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available or if such London interbank offered rate is discontinued or replaced by any successor rate, the Owners may specify another page or service displaying or determining the relevant rate or successor rate after consultation with the Charterers;

"Security"means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

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"Share Pledge"means a first priority pledge agreement executed or to be executed by the Shareholder in favour of the Owners in respect of the Shareholder's shares in the Charterers, in form agreed between the parties thereto;

"Shareholder"means Drybulk Investments Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Stock Exchange"means NASDAQ Capital Market, or such other internationally recognized stock exchange agreed between the Owners and the Charterers;

"Subordinated Lender"has the meaning given to it in Clause 47.15 (Subordination);

"Subordination Deed"has the meaning given to it in Clause 47.15 (Subordination);

"Subsidiary"of a person means any company or entity directly or indirectly controlled by such person for which purpose "control"means either ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of such company or entity or power to direct its policies and management whether by contract or otherwise and the term "Subsidiaries"shall be interpreted accordingly;

"Taxes" or "Tax"means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

"Termination Date"means the date on which the chartering of the Vessel is terminated under this Charter pursuant to the express terms of this Charter including:-

(a)Clause 50 (Total Loss); or

(b)Clause 54.2 (Owners' right to terminate Charter);

"Termination Event"has the meaning given to it in Clause 54.1 (Termination Events) of this Charter;

"Termination Sum"means, as liquidated damages and not as penalty, the agreed pre-estimated Losses of the Owners as a result of the early termination of this Charter prior to the expiry of the Charter Period which amount shall consist of the following:

(a) all Charterhire due and payable, but unpaid, under this Charter up to (and including) the Termination Date;

(b) liquidated damages in accordance with the table set out Schedule 4 (Amounts under paragraph (b) of the definition of Termination Sum);

(c) any Breakage Costs;

(d) any other sums due and payable to the Owners but unpaid under the Relevant Documents;

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(e) any outstanding amount payable by the Owners to the Mortgagee (other than principal and interest); and

(f) interest on the foregoing accrued pursuant to Clause 38.7 up to the date of receipt of the Termination Sum;

"Total Loss" means:-

(a) actual, constructive, compromised, agreed or arranged total loss of the Vessel; or

(b) any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension) unless it is within sixty (60) days redelivered to the full control of the  Charterers or the Owners; or

(c) any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft) unless it is redelivered to the full control of the Charterers or the Owners within sixty (60) days of such capture, seizure or detention;

"Total Loss Date"means:-

(a) in the case of an actual loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of;

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earliest of:

(i) the date on which a notice of abandonment is given to the insurers; and

(ii) the date of any compromise, arrangement or agreement made by or on behalf of the Charterers  and/or the Owners with the  Vessel's  insurers in which the insurers agree to treat the Vessel as a total loss; and

(c) in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Owners (in its absolute discretion based on the information available to it) that the event constituting the total loss occurred;

"Total Loss Sum"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b) and (e) of the definition thereof) as at the Total Loss Date; and

(b) the Charterhire Principal Balance as at the Total Loss Date;

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"Transaction  Documents"means

(a) this Charter;

(b) the MOA;

(c) the Guarantee;

(d) the Account Pledge;

(e) the Share Pledge;

(f) the General Assignment;

(g) the Assignment of Management Agreement;

(h) any Assignment of Charter;

(i) the Intercreditor Deed;

(j) any Subordination Deed;

(k) the Fee Letter; and

(i) any other documents designated as such by the Owners and the Charterers;

"Transaction Security"means the security interests created or intended to be created in favour of the Owners pursuant to the Transaction Documents;

"Upfront Fee"has the meaning given to such term in Clause 56.1 (Upfront Fee);

"Variable Charterhire"means the interest component of  the  Charterhire  amount payable on each or, as the context may require, any Payment Date in respect of  an  Interest Period, calculated at the applicable interest rate on the prevailing Charterhire Principal  Balance, in accordance  with Clause 37.1(b); and

"Vessel"means the vessel m.v. "Morandi" with IMO no. 9627837.

32.2(a)The headings in this Charter do not affect its interpretation.

(b) A Potential Termination Event or other default is "continuing"if it has not been remedied or waived, and a Termination Event or a Termination Event (as defined in the Associated BBCs) is "continuing"if it has not been waived.

(c) References to (or to any specified provision of) this  Charter,  any  other Transaction Document or Relevant Document or any  other  provision  or document shall be construed as references to such document  or such provision as in force for the time being and as amended, varied, novated or supplemented in accordance with the terms thereof, or as the case may be, with  the agreement  of the relevant parties.

(d) Words importing the plural shall include the singular and vice versa.

(e) References to a "person"shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof

(f) Any reference to the "Owners", the "Charterers", the "Guarantor", the "Shareholder", the "Approved Manager", any "Obligor"or any other person shall, where the context permits, be construed so as to include their/its and any subsequent successors and permitted transferees and permitted assigns in accordance  with their respective interests.

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33. DELIVERY

33.1 Subject to Clause 33.2, the actual date of delivery for the purpose of this Charter shall be the date (the "Actual Delivery Date") when the Vessel is in fact delivered by the Charterers to the Owners pursuant to the MOA, and the Charterers shall be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery of the Vessel by Charterers to the Owners pursuant to the MOA.

33.2 Without prejudice to the other provisions of this Clause 33, the Owners and the Charterers shall on the Actual Delivery Date sign a Protocol of Delivery and Acceptance in the form attached hereto as Schedule 3 (Form of Protocol of Delivery and Acceptance) evidencing delivery of the Vessel hereunder.

33.3 The delivery of the Vessel under this Charter and the delivery of each of the Associated Vessels under the Associated BBCs shall take place on the same day.

34. TERMS OF DELIVERY

34.1 The Vessel shall be delivered by the Owners to the Charterers under this Charter in the same condition as it was delivered by the Charterers to the Owners under the MOA, and the Charterers hereby acknowledge and agree that the Owners make no condition, term, representation, warranty, covenant, agreement or declaration, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, class, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Acceptance of delivery by the Charterers or (as the case may be) deemed delivery of the Vessel to the Charterers under this Charter shall be irrevocable, final and conclusive proof and evidence that, for the purposes of the obligations and liabilities of the Owners hereunder or in connection herewith, the Vessel is at that time seaworthy, in accordance with the provisions of this Charter, in good working order and repair and free and clear of all Encumbrances and debts of whatsoever nature (other than the Mortgage).

34.2 The Charterers hereby waive all their rights in respect of any condition, term, representation or warranty express or implied (and whether statutory or otherwise) on the part of the Owners (except any representation or warranty as to the Owners' title and ownership over the Vessel) and all their claims against the Owners howsoever and whensoever the same may arise in respect of the Vessel or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness, condition, design, operation, fitness for use or otherwise with respect to the Vessel). In particular and without prejudice to the generality of the foregoing, the Owners shall be under no liability whatever and howsoever arising in relation to any injury, death, loss, damage or delay of, or to, or in connection with any vessel (including the Vessel) or any person or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether such injury, death, loss, damage or delay shall arise from the unseaworthiness of or any defect in the Vessel except if such injury, death, loss, damage or delay is caused by the Owners' misconduct, fault, fraud or negligence. For the purposes of this

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Clause "delay" shall include delay in relation to the Vessel (whether in respect of delivery of the Vessel to the Charterers under this Charter or otherwise) or any other delay whatsoever. The Charterers acknowledge that no representation has been made or will be made by or on behalf of the Owners in relation to the Vessel or any part thereof.

34.3 The Charterers agree that the Owners shall be under no liability to supply any replacement vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.

35. CONDITIONS PRECEDENT AND SUBSEQUENT

35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:-

(a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

(b) certified true copy of its up-to-date articles of incorporation and by-laws;

(c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders;

(e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and

(f) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners.

35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following:

(a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:-

(i) each of the following documents in respect of each of the Obligors:-

(A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

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(B) certified true copy of its up-to-date articles of incorporation and by-laws;

(C) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(D) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and (in respect of each of the Obligors other than the Guarantor) shareholders;

(E) certified true copy of the resolutions or written consent of its board of directors:

(1) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(2) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(3) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party;

(F) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of such Obligor) an original power of attorney appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of such Obligor;

(G) a specimen of the signature of each person authorised by the resolutions or written consent referred to in sub-paragraphs (E) and/or (F) above;

(H) (in respect of each Obligor other than the Guarantor) a certified true copy of a resolution or written consent of its sole shareholder, approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

(I) an original certificate of its company secretary:-

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(1) confirming that the provision or guarantee or security under the Transaction Documents (and, in the case of the Charterers, that the sale and lease-back of the Vessel under the MOA and this Charter) would not cause any guarantee or security limit (and, in the case of the Charterers, any borrowing limit) binding on it to be exceeded;

(2) setting out the names of its directors, officers and shareholders and the proportion of shares held by such shareholders;

(3) certifying that each copy document relating to it (and, in respect of the Charterers, the Vessel) delivered under this Clause 35.2 or schedule 1 (Delivery Documents) to the MOA is correct, complete and in full force and effect as at a date no earlier than the Actual Delivery Date; and

(4) certifying the satisfaction of Clauses 35.2(e) and (f);

(ii) certified true copy of the Management Agreement;

(iii) (A) original of each of the Transaction Documents (other than the Assignment of Charter and the Subordination Deed) duly executed by the Obligors party thereto, together with all ancillary documents then required to be delivered thereunder; and

(B) form of the Assignment of Charter in form agreed between the Parties;

(iv) evidence that the Earnings Account and the Debt Service Retention Account have been opened; and

(v) evidence that the minimum balance of the Debt Service Retention Account required under Clause 47.9(a) (Debt Service Retention Account) is maintained;

(vi) each of the following legal opinions addressed to the Owners:-

(1) a legal opinion from Reed Smith Richards Butler in relation to English law;

(2) a legal opinion from Reed Smith LLP in relation to New York law;

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(3) a legal opinion from Reed Smith LLP in relation to Marshall Islands law;

(4) a legal opinion from Loyens & Loeff in relation to Dutch law; and

(5) a legal opinion from Ganado Advocates in relation to Malta law;

(vii) the Original Financial Statements, together with a Compliance Certificate relating thereto issued in accordance with Clause 46.5 (Compliance certificate);

(viii) evidence that any process agent referred to in the Transaction Documents has accepted its appointment;

(ix) such other documentation and other evidence reasonably requested by the Owners in order to conduct any "know your customer", "anti-money laundering" and other similar procedures under applicable laws and regulations; and

(x) any other Authorisation or other document, opinion or assurance which the Owners consider to be necessary or desirable (if it has notified the Charterers accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

(b) no later than the Actual Delivery Date, the Owners shall have received the following:

(i) a favourable opinion from an independent insurance consultant acceptable to the Owners on such matters relating to the Insurances for the Vessel as the Owners may reasonably require;

(ii) evidence that the Vessel is held covered under the Insurances;

(iii) copy of the valid and current Document of Compliance under the ISM Code in respect of the Approved Manager;

(iv) copy of the valid and current Safety Management Certificate ("SMC") under the ISM Code inrespect of the Vessel;

(v) (applicable only if the Actual Delivery Date occurs after 31 April 2018) two valuation reports addressed to the Owners, showing (i) the Market Value of the Vessel as at a date no earlier than ten (10) Banking Days before the Actual Delivery Date and (ii) that Clause 52.1 and 52.2 will not apply on the Actual Delivery Date;

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(vi) evidence that the fees, costs and expenses then due from the Charterers pursuant to Clause 56 (Fees, costs and expenses) have been paid or will be paid by the Actual Delivery Date;

(c) (i) no later than three (3) Banking Days before the Actual Delivery Date, the Owners shall have received documentary evidence that the Vessel will, contemporaneously with the Actual Delivery Date, be registered with the shipping registry of the Flag State by way of ownership and demise charter registration with the Owners as owner and the Charterers as demise charterer;

(ii) no later than the Actual Delivery Date, the Owners shall have received documentary evidence that such ownership and demise charter registration has been completed (for the avoidance of doubt, in the case of ownership registration at the Marshall Islands, a provisional registration certificate shall be sufficient evidence for the purposes of this sub-paragraph (ii)); and

(iii) in the event that evidence of provisional (instead of permanent) demise charter registration has been provided under sub-paragraph (ii) above, within one (1) month from the Actual Delivery Date, the Owners have received documentary evidence that permanent demise charter registration at Malta has been completed;

(d) the Charterers' compliance with any letters of undertaking referred to in paragraphs A.12 and A.13 of Schedule 1 (Delivery Documents) to the MOA, within the time allowed as set out therein;

(e) from the date of this Charter and throughout the Charter Period, no Termination Event has occurred and is continuing, and no other event having occurred and continuing unremedied, which with the giving of notice and/or lapse of time would, if not remedied, constitute a Termination Event;

(f) from the date of this Charter and throughout the Charter Period, each of the representations and warranties contained in Clause 45 (Representations and Warranties) of this Charter is true and correct in all material respects by reference to the facts and circumstances then existing; and

(g) the conditions precedent set out in clause 35.2 of each of the Associated BBCs have been satisfied or otherwise waived by the lessors/owners thereunder.

35.3 (a) The requirements of Clause 35.2 are for the benefit of the Owners and may be waived by the Owners in its absolute discretion with or without conditions.

(b) The requirements of Clause 35.1 are for the benefit of the Charterers and may be waived by the Charterers in its absolute discretion with or without conditions.

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35.4 For the avoidance of doubt, any of the documents listed in this Clause 35 shall be deemed provided hereunder if it has already been provided pursuant to clause 8 (Documentation) and schedule 1 (Delivery Documents) of the MOA.

36. CHARTER PERIOD

36.1 Subject to the terms of this Charter, the period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date for a period of ninety-six (96) months (the "Charter Period") unless otherwise terminated in accordance with the terms hereof.

36.2 Upon the expiry of the Charter Period, the Owners shall have the right to exercise the relevant rights as set out in Clause 55 (Owners' Right on Termination and Expiry of Charter Period).

37. CHARTERHIRE

37.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers, the Charterers shall pay to the Owners in respect of the charter of the Vessel:-

(a) on each Payment Date, Fixed Charterhire in accordance with the table set out in Schedule 1 (Payment Dates and Fixed Charterhire);

(b) on each Payment Date (other than the Actual Delivery Date), Variable Charterhire as calculated in the manner set out in Schedule 2 (Interest Related Provisions).

38.PAYMENTS

38.1 Notwithstanding anything to the contrary contained in the Transaction Documents, all payments by the Charterers under the Transaction Documents to which it is a party (whether by way of hire or otherwise) shall be made as follows:

(a) in the case of Charterhire, not later than the relevant Payment Date;

(b) in Dollars in immediately available funds for same day value to the Owners' Account; and

(c) if any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the immediately preceding Banking Day.

38.2 The obligation of the Charterers to pay the Charterhire, any Termination Sum and all other sums required to be paid under this Charter and the other Transaction Documents to which it is a party is absolute and unconditional irrespective of any contingency or reason whatsoever except as specifically provided for in the Transaction Documents and shall not be subject to any right of set-off, counterclaim, defence, suspension, deferment or reduction, and the Charterers shall not have any right to terminate this Charter or any other Transaction Document or to be released,

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relieved or discharged from any obligation or liability under this Charter or any other Transaction Document by any circumstance whatsoever, including but not limited to:

(a) any set-off, counterclaim, recoupment, defence or other right which any Obligor may at any time have against the Owners or any other person for any reason whatsoever;

(b) the unavailability of the Vessel for any reason whatsoever, including, but not limited to, any invalidity or other defect in the condition, seaworthiness, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country;

(c) any title defect or Encumbrance or any dispossession of the Vessel by title (paramount or otherwise) caused by any act or omission of the Owners, any Obligor or any sub-charterers not permitted under this Charter;

(d) any damage to or loss or destruction (other than a Total Loss), capture, seizure, judicial attachment or arrest, forfeiture or marshals of the Vessel;

(e) any lien, attachment, levy, detainment, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in the use or possession thereof by the Charterers for any reason whatsoever, not being the result of the Owners' failure to maintain its ownership title over the Vessel;

(f) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against any Obligor or any member of the Group;

(g) any change, extension, indulgence or other act or omission in respect of any Indebtedness or obligation of any Obligor or any member of the Group, or any sale, exchange, release or surrender of, or other dealing in, any security for any such Indebtedness or obligation;

(h) any invalidity, unenforceability, lack of due authorisation or other defect, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any other Transaction Document by any Obligor or any other person;

(i) any failure or delay on the part of the Owners whether with or without fault on their part, in performing or complying with any of the terms or covenants hereunder; and

(j) any enforcement or attempted enforcement by any Mortgagee of its rights under the Mortgage so long as the Charterers shall continue to have quiet enjoyment of the Vessel,

whether or not the Charterers shall or should have notice or knowledge of any of the foregoing.

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38.5 Subject to Clauses 53 (Call Option) and 55A (Owners' Default) and paragraph 6(d) of Section A of Schedule 2 (Interest Related Provisions), the Charterers shall not have any right to terminate or cancel the chartering of the Vessel or to reduce and not to pay any sums payable under this Charter.

38.6 (a) If:

(i) it becomes unlawful for any Obligor to discharge any liability under a Transaction Document to which it is a party; or

(ii) it becomes unlawful, due to reasons other than the Owners' own fault or omission, for the Owners to exercise or enforce any rights under this Charter or a Transaction Document;

the Charterers shall notify the Owners in writing of the occurrence of such circumstances.

(b) If, due to the Owners' own fault or omission, it becomes unlawful for the Owners to exercise or enforce any rights under this Charter or a Transaction Document, the Owners shall notify the Charterers in writing of the occurrence of such circumstances.

38.7 In the event of failure by the Charterers to pay on the due date for payment thereof, or in the case of the sum payable on demand, the date of demand therefor, any hire or other amount payable under the Transaction Documents to which it is a party, the Charterers shall pay, as liquidated damages and not as penalty, to the Owners default interest on such hire or such other amount in accordance with Section C (Default Interest) of Schedule 2 (Interest Related Provisions).

38.8 Any interest payable under this Charter and the Transaction Documents shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.

39. TAX GROSS-UP AND INDEMNITIES

39.1 Tax definitions.

(i) In this Clause 39.1:-

"Tax Deduction"means a deduction or withholding for or on account of Tax from a payment under a Transaction Document, other than a FATCA Deduction.

"Tax Payment"means an increased payment made by an Obligor to the Owners under Clause 39.2 or a payment under Clause 39.3.

(ii) Unless a contrary indication appears, in this Clause 39 a reference to "determines" or "determined"means a determination made in the absolute

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discretion of the person making the determination.

39.2 Tax gross-up.

(a) All payments to be made by an Obligor to any Owners under the Transaction Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Owners receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b) The Charterers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Owners accordingly.

(c) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Owners evidence reasonably satisfactory to the Owners that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

39.3 Tax indemnity.

Without prejudice to Clause 39.2, if the Owners are required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Transaction Documents (including any sum deemed for purposes of Tax to be received or receivable by the Owners whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Owners, the Charterers shall, within three Banking Days of demand of the Owners, promptly indemnify the Owners which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 39.3 shall not apply to (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Owners (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Owners but not actually receivable) by the jurisdiction in which the Owners are incorporated or (ii) a FATCA Deduction required to be made by a Party.

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39.4 Stamp taxes.  The Charterers shall:-

(a) pay all stamp duty, registration and other similar Taxes payable in respect of any Transaction Document, and

(b) within three Banking Days of demand, indemnify the Owners against any cost, loss or liability the Owners incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Transaction Document.

39.5 Indirect tax.

(a) All amounts set out or expressed in a Transaction Document to be payable to the Owners shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by the Owners to the Charterers in connection with a Transaction Document, the Charterers shall pay to the Owners (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Transaction Document requires Charterers to reimburse the Owners for any costs or expenses, the Charterers shall also at the same time pay and indemnify the Owners against all Indirect Tax incurred by the Owners in respect of the costs or expenses to the extent the Owners reasonably determine that they are not entitled to credit or repayment in respect of the Indirect Tax.

39.6 FATCA information.

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or

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has ceased to be a FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably practicable.

(c) Paragraph (a) above shall not oblige the Owners to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Transaction Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

39.7 FATCA Deduction.

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

40.
INCREASED COSTS

40.1 Subject to Clause 40.3 the Charterers shall, within three Banking Days of a demand by the Owners, pay for the account of Owners the amount of any Increased Costs incurred by the Owners or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Charter. The terms "law" and "regulation" in this Clause 40.1 shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

40.2 In this Charter "Increased Costs"means:

(ii) a reduction in the rate of return from the transactions contemplated by the Transaction Documents or on the Owners' overall capital (including as a result

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of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Owners);

(iii) an additional or increased cost; or

(iv) a reduction of any amount due and payable under any Transaction Document,

which is incurred or suffered by the Owners to the extent that it is attributable to the undertaking, funding or performance by the Owners of any of its obligations under any Transaction Document.

40.3 (a) Clause 40.1 does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 10.3 (or would have been compensated for under Clause 39.3 but was not so compensated solely because the exclusion in Clause 39.3 applied); or

(iv) attributable to the wilful breach by the Owners or its Affiliates of any law or regulation.

(b) In this Clause 40.3, a reference to a "Tax Deduction"has the same meaning given to the term in Clause 39.1.

41. INDEMNITY

41.1 The Charterers shall on demand indemnify the Owners against all Losses suffered by the Owners as a result of or in connection with:

(a) the performance of its obligations under this Charter and the other Transaction Documents and the transactions contemplated thereby;

(b) preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture, detention or requisition of the Vessel, or in securing or attempting to secure the release of the Vessel;

(c) the Total Loss of the Vessel;

(d) the occurrence of a Termination Event;

(e) directly or indirectly in any manner, the design, manufacture, delivery, non delivery, purchase, importation, registration, ownership, chartering, sub-chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, survey, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or

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otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to those losses described in this Clause 40 and including any and all claims in tort or in contract by an sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers;

(f) directly or indirectly, any claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever;

(g) any laws or regulations relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Laws or Sanctions;

(h) the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the International Convention on Civil Liability for Oil Pollution Damage (CLC) or US Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time hereafter) or similar legislation, regardless of whether or not caused by or within the control of the Charterers; and

(i) liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures) following any default in payment hereunder or the occurrence of any Termination Event; and

41.2 If, under any applicable law, whether as a result of judgment against the Charterers or the liquidation of the Charterers or for any other reason, any payment to be made by the Charterers under or in connection with this Charter is made or is recovered in a currency other than the currency (the "currency of obligation") in which it is payable pursuant to this Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Charter, the Charterers shall as a separate and independent obligation, fully indemnify the Owners against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange" means the actual rate at which the Owners are able to obtain quotation from the market on the relevant date to purchase the currency of obligation with the other currency.

41.3 The indemnities contained in this Clause 41 and each other indemnity contained in this Charter shall survive any termination, cancellation or other ending of this Charter and any breach of, or repudiation by, the Charterers or the Owners of this Charter.

41.4 All moneys payable by the Charterers under this Clause 41 shall be paid on demand.

42. MORTGAGES AND CHARTERERS' QUIET ENJOYMENT OF THE VESSEL

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42.1 Provided that no Termination Event has occurred and is continuing, the Owners hereby agree not to:

(a) disturb or interfere with, or cause any person claiming for or on behalf of the Owners to disturb or interfere with, the Charterers' lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and

(b) take any steps to wind up, liquidate or place in administration or receivership the Owners or commence or continue any analogous proceedings in any jurisdiction.

42.2 The Charterers agree that the Owners shall be entitled at any time after the date of this Charter, and at no extra cost to the Charterers, to grant any reputable bank, financial institution, trust fund or other entity (the "Mortgagee") one or more mortgages on the Vessel, assignment(s) of the Owner's earnings, the Insurances and requisition compensation thereof, and assignment(s) of the Owners' rights under this Charter and/or the other Transaction Documents (collectively, the "Mortgage"), securing a principal amount of no more than United States Dollars Nineteen Million only (US$19,000,000).

42.3 Subject to the Charterers first agreeing on the wording of the notice of assignment and acknowledgement (acting reasonably), any amendments to this Charter and any other documentation reasonably required by the Mortgagee, the Charterers agree with the Owners to execute, acknowledge and agree to be bound by, and to procure that any Obligor executes, acknowledges and agrees to be bound by, notices of any assignment and acknowledgement and other documentation reasonably required by the Mortgagee executed in favour of the Mortgagee (and, in respect of sub-charters assigned or otherwise assignable under the Assignment of Charter and other contracts assigned or otherwise assignable under the General Assignment, the Charterers undertake that (i) such sub-charters and contracts shall not contain any restriction on assignment of the Charterers' rights and interests thereunder, and (ii) in connection with the contracts assigned or assignable under the General Assignment, notices of assignment to the relevant counterparty will be given only upon the occurrence of a Termination Event which is continuing consistent with the provisions of the General Assignment, and (iii) the Charterers shall use its best efforts to procure that the sub-charterer or counterparty signs any acknowledgement of notice of assignment reasonably required by the Mortgagee).

42.4 The Owners agree to use their commercially reasonable endeavours to procure that the provisions in the Mortgagee's Financial Instruments do not contradict in any material way with the provisions relating to the Vessel's employment, insurances, operation, repair and maintenance in this Charter and the other Transaction Documents.

42.5 The Owners undertake to procure the Mortgagee to issue in favour of the Charterers, on the date of the Mortgage, a letter of quiet enjoyment undertaking that, unless a Termination Event has occurred and is continuing, the Mortgagee shall not disturb or

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interfere with the Charterers' quiet and peaceful use, possession and enjoyment of the Vessel and their operation of the Vessel during the Charter Period, subject to the usual terms and conditions as offered by the Mortgagee and acceptable to the Charterers (acting reasonably).

42.6 Any costs and expenses relating to the Mortgage shall be on the Owners' account.

42.7 Subject to the terms of this Charter, the Charterers shall provide reasonable assistance to the Owners in relation to the financing of the Vessel.

43. TRANSFER OF VESSEL

43.1 During the Charter Period any change in the registered ownership of the Vessel shall require the Charterers' prior approval, which shall be deemed granted as long as (i) the registered ownership of the Vessel is transferred to any of the permitted assignees or transferees of this Charter or any Transaction Documents as referred to in Clause 57.3, (ii) this Charter would continue on identical terms and (iii) such change of registered ownership of the Vessel will not cause any adverse effect on the operation of the Vessel or the quiet enjoyment of the Vessel by the Charterers.

43.2 The Charterers agree and undertake to enter into (and procure the other Obligors to enter into) any such usual documents (including novations, transfer agreements and acknowledgements of notices) as the Owners shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to Clause 43.1, any costs or expenses whatsoever arising in relation thereto to be borne by the Owners.

43.3 Upon completion of the Sale to the Charterers:-

(a) the Owners shall furnish the Charterers with:

(i) a legal Bill of Sale (in three originals) in respect of the Vessel warranting that the Vessel is free from any registered encumbrances, mortgages, claims or lien of whatsoever nature other than those which the Obligors or any other sub-charterers caused to become effective against the Vessel during the currency of this Charter;

(ii) a protocol of delivery and acceptance;

(iii) a commercial invoice in respect of the Sale to the Charterers;

(iv) (if applicable) a letter of undertaking from the Owners that they will provide the Certificate of Deletion and the Continuous Synopsis Record of the Vessel within one (1) month of the date of completion of the Sale to the Charterers;

(v) certified true copies of the Owners' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers;

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(vi) its original Certificate of Good Standing;

(vii) copy (with original to follow within 10 Banking Days) of the certificate issued by the competent authorities no earlier than three (3) Banking Days prior to the date of completion of the Sale to the Charterers, stating that the Vessel is free from registered encumbrances; and

(viii) such other documents as the Charterers may reasonably require to effect legal transfer and registration of title in the Charterers' name in the Charterer's choice of flag state; and

(b) the Charterers shall furnish to the Owners with certified true copies of the Charterers' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers.

43.4 Upon completion of the Sale to the Charterers, the Owners and the Charterers shall sign a protocol of delivery and acceptance as written confirmation that the Vessel has been delivered by the Owners to the Charterers.

43.5 The Sale to the Charterers shall be on an "as is, where is" (i.e. the Vessel shall be delivered under the Sale to the Charterers as she is and as where she is at the time of delivery under the Sale to the Charterers) without any warranty or guarantee of condition, fitness for purpose or similar type of condition warranty and without any recourse to, or representation or warranty from, the Owners (except the warranty as to the registered except a warranty as to title and ownership of the Vessel). The Charterers hereby acknowledge and agree that the Owners make no condition, term, representation or warranty, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. All registration, legal or other expenses whatsoever incurred in transferring the title from the Owners to the Charterers shall be payable by the Charterers. However, in respect of the Sale to the Charterers, the Owners shall, after receiving from the Charterers all amounts due and payable by the Charterers to the Owners, transfer the title in the Vessel free from Encumbrances and free from any Mortgage other than Encumbrances and claims of whatsoever nature which the Obligors or any sub-charterers caused to become effective against the Vessel during the currency of this Charter.

43. FLAG

44.1 The Vessel shall upon the Actual Delivery Date be registered by the Charterers (at its own cost and expense) by way of ownership and demise charter registration with the name of the Owners as beneficial owner and the Charterers as demise charterer, under the flag of the Flag State.

44.2 Each party hereto has the right to request for the change of Flag State, subject to the other party's prior written consent which is not to be unreasonably withheld or delayed. If there is a Mortgage, any change of Flag State shall also be subject to the

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Mortgagee's consent (not to be unreasonably withheld or delayed), which the Owners shall take reasonable steps to request but shall not be liable to procure or ensure. All the costs and expenses for effecting such change, as well as any additional or increase in the costs, expenses and Taxes incurred or to be incurred by the other party (whether due to change of tax regime or otherwise), shall be borne by the party requesting such change.

44.3 All costs and expenses arising in connection with the initial ownership and demise charter registration of the Vessel or in connection with the maintenance of such registration shall be borne by the Charterers and, if and to the extent from time to time paid by the Owners, shall be reimbursed by the Charterers to the Owners upon demand.

45. REPRESENTATIONS AND WARRANTIES

45.1 Charterers' representations.The Charterers acknowledge that the Owners have entered into this Charter in full reliance on representations by the Charterers in the following terms, and the Charterers now warrant to the Owners that the following statements are true and accurate throughout the continuation of this Charter:

(a) Status. Each Obligor (other than the Approved Manager) that is a corporation is duly incorporated and validly existing under the laws of its place of incorporation, and each Obligor (other than the Approved Manager) has the power to own its assets and carry on its business as it is being conducted.

(b) Binding obligations. The obligations expressed to be assumed by each Obligor (other than the Approved Manager) in the Relevant Documents to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion referred to in Clause 35.2, legal, valid, binding and enforceable obligations.

(c) Non-conflict with other obligations. The entry into and performance by each Obligor (other than the Approved Manager) of, and the transactions contemplated by, the Relevant Documents to which it is a party do not and will not conflict with:-

(i) any law or regulation applicable to it;

(ii) its and each of its Subsidiaries' constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

(d) Power and authority. Each Obligor (other than the Approved Manager) has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant

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Documents to which it is a party and the transactions contemplated by those Relevant Documents.

(e) Validity and admissibility in evidence. All Authorisations required or desirable:-

(i) to enable each Obligor (other than the Approved Manager) lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party;

(ii) to make the Relevant Documents to which each Obligor (other than the Approved Manager) is a party admissible in evidence in its jurisdiction of incorporation; and

(iii) for each Obligor (other than the Approved Manager) and its Subsidiaries to carry on their business, and which are material,

have been obtained or effected and are in full force and effect.

(f) Governing law and enforcement.For each Obligor (other than the Approved Manager), the choice of English law, New York law or Dutch law (as the case may be) as the governing law of the Relevant Documents to which it is a party will be recognised and enforced in its Relevant Jurisdiction.

(g) No deduction of Tax. No Obligor (other than the Approved Manager) is required under the law of its Relevant Jurisdiction to make any deduction for or on account of Taxes from any payment it may make under any Transaction Document.

(h) No filing or stamp taxes. Under the law of each Obligor's (other than the Approved Manager's) Relevant Jurisdiction, it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents.

(i) Tax compliance and no tax claims. Each Obligor (other than the Approved Manager) is in compliance with all relevant Tax laws and regulations in all material respects, and no claim has been made against any Obligor (other than the Approved Manager) in respect of Tax other than those that are being contested in good faith by appropriate proceedings on reasonable grounds and in respect of adequate reserve have been made.

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(j) No default.

(i) No Termination Event or any event which, with the giving of notice and/or lapse of time and/or relevant determination, would constitute a Termination Event, might reasonably be expected to result from the Obligors' (other than the Approved Manager's) execution of the Transaction Documents or the performance of the their rights and obligations thereunder.

(ii) No Termination Event has occurred and is continuing.

(iii) No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor (other than the Approved Manager) or to which its assets are subject which might have a Material Adverse Effect.

(k) No misleading information.All information (including the list of existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings)) supplied by or on behalf of the Charterers or any other Obligor (other than the Approved Manager) to the Owners was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect, and the Charterers and the Obligors (other than the Approved Manager) have fully disclosed in writing to the Owners all material facts relating to the Charterers, the Obligors, the Vessel, the Relevant Documents and any other sub-charterer of the Vessel which they reasonably should know.

(l) Disclosure of Material Facts. The Charterers are not aware of any facts or circumstances which have not been disclosed to the Owners and which might, if disclosed, have adversely affected the decision of a person considering whether or not to purchase the Vessel from and lease the Vessel back to the Charterers.

(m) Financial statements.

(i) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(ii) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 give a true and fair view and represent the consolidated financial condition and operations of the Group during

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the relevant financial year save to the extent expressly disclosed in such financial statements.

(iii) There has been no material adverse change in the business or consolidated financial condition of the Group since 31 December 2017.

(n) Pari passu ranking. Each Obligor's (other than the Approved Manager's) payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(o) No proceedings pending or threatened.Other than the existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings), no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against any Obligor (other than the Approved Manager) or any of their Subsidiaries.

(p) No immunity. None of the Obligors (other than the Approved Manager) or any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

(q) Compliance with ISM Code and ISPS Code and MARPOL Protocol. All requirements of the ISM Code, the ISPS Code and the MARPOL Protocol as they relate to the Charterers, the Approved Manager and the Vessel have been complied with in all material respects.

(r) Environmental compliance. Except as may already have been disclosed by the Charterers in writing to, and acknowledged in writing by, the Owners:

(i) each Obligor (other than the Approved Manager) has complied with the provisions of all applicable Environmental Laws in all material respects;

(ii) each Obligor (other than the Approved Manager) has obtained all Environmental Approvals and is in compliance with all such applicable Environmental Approvals in all material respects; and

(iii) there is no Environmental Claim pending or, to the best of the Charterers' knowledge and belief, threatened against any Obligor (other than the Approved Manager) or the Vessel.

(s) No money laundering. In relation to the Obligors' (other than the Approved

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Manager's) performance and discharge of their obligations and liabilities under the Transaction Documents, and the transactions and other arrangements effected or contemplated by the Transaction Documents, the Charterers confirm that the Obligors (other than the Approved Manager) are acting for their own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

(t) Sanctions. No Obligor (other than the Approved Manager) nor any of their Subsidiaries, nor any of their respective directors, officers or employees nor, to the knowledge of the Charterers, any persons acting on any of their behalf:

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it or the Vessel with respect to Sanctions by any Sanctions Authority.

(u) No Place of Business in England or Hong Kong. The Charterers have not registered or established any place of business in England or Hong Kong and none of the other Obligors (other than the Approved Manager) have registered or established any place of business in England or Hong Kong.

45.2 Owners' representations. The Owners warrant to the Charterers that the following statements are true and accurate throughout the continuation of this Charter:-

(a) Due incorporation. The Owners are duly incorporated and validly existing under the laws of Marshall Islands.

(b) Authorisations. the Owners have the corporate capacity, and have obtained all corporate authorisations, consents, approvals, licenses and permits necessary for them:-

(i) to execute each of the Transaction Documents to which they are a party; and

(ii) to comply with and perform their obligations under each of the Transaction Documents to which they are a party.

(c) No revocation of approvals. All the consents, approvals, authorisations, licenses or permits referred to above remain in force and nothing has occurred which makes any of them liable to revocation.

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(d) No immunity. Neither the Owners nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, set-off, suit, attachment prior to judgment, execution or other enforcement).

(e) No insolvency or liquidation. The Owners are not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receive, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Owners or all or a material part of their assets.

(f) Sanctions. Neither the Owners nor any of their directors, officers or employees nor any persons acting on their behalf:-

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

45.3 Repetition. The representations and warranties contained in Clauses 45.1 and 45.2 hereof shall be deemed to be repeated by the Charterers (in respect of Clause 45.1) and the Owners (in respect of Clause 45.2) on each Payment Date as if made with reference to the facts and circumstances existing on such date.

46. INFORMATION UNDERTAKINGS

The undertakings in this Clause 46 shall remain in force from the date of this Charter until the end of the Charter Period.

46.1 Financial statements. The Charterers shall supply to the Owners:

(a) as soon as the same become available, but in any event within one hundred twenty (120) days after the end of each of the Guarantor's fiscal years, the audited consolidated financial statements of the Guarantor for that fiscal year;

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half-yearly fiscal period of each of the Gurantor's fiscal years, the unaudited consolidated financial statements of the Guarantor for that half-yearly fiscal period.

46.2 Requirements as to financial statements.

(a) Each set of financial statements delivered by the Charterers pursuant to Clause 46.1 shall be certified by a director of the Guarantor as fairly representing the consolidated financial condition of the Guarantor as at the date as at which those financial statements were drawn up.

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(b) The Charterers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 46.1 is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Owners that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor's Chief Financial Officer delivers to the Owners:-

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Owners, to enable the Owners to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Charter to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

46.3 Information: miscellaneous. The Charterers shall supply to the Owners:

(a) all documents dispatched by any Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, any member of the Group or the Vessel with a claim amount of more than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in other currencies) or which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Vessel, any Obligor or any other member of the Group (including copies of class, technical and other certificates relating to the Vessel) as the Owners may reasonably request (provided that, in respect of any information referred to this sub-paragraph (c) regarding any member of the Group that is not an Obligor, before the occurrence of a Termination Event that is continuing, the Owners may only request such information for the purpose of determining whether a Termination Event has occurred and is continuing); and

(d) promptly, notice of any change in authorised signatories of any Obligor signed

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by a director or company secretary of such Obligor accompanied by specimen signatures of any new authorised signatories.

46.4 Notification of default.

(a) The Charterers shall notify the Owners of any Termination Event or Potential Termination Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Charterers is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Owners, the Charterers shall supply to the Owners a certificate signed by one of its directors on its behalf certifying that no Termination Event or Potential Termination Event is continuing (or if a Termination Event or Potential Termination Event is continuing, specifying such Termination Event or Potential Termination Event and the steps, if any, being taken to remedy it).

46.5 Compliance certificate.

(a) The Charterers shall, at the same time as it furnishes each set of financial statements referred to in Clause 46.1(a) and (b), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 51 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors or the Chief Financial Officer of the Guarantor.

47. GENERAL UNDERTAKINGS

The undertakings in this Clause 47 shall remain in force from the date of this Charter for the duration of this Charter.

47.1 Authorisations. The Charterers shall, and shall procure each Obligor to, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Owners of,

any Authorisation required to enable it to perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document.

47.2 Compliance with laws. The Charterers shall, and shall procure each Obligor to,

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comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Relevant Documents.

47.3 Pari passu ranking. The Charterers shall and shall procure each Obligor to ensure that its payment obligations under the Transaction Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

47.4 Negative pledge.

In this Clause 47.4, "Quasi-Security"means an arrangement or transaction described in paragraph (b) below.

(a) The Charterers shall not create or permit to subsist any Security over any of its assets.

(b) The Charterers shall not:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Charterers;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) any lien arising by operation of law and in the ordinary course of trading; and

(ii) any Security or Quasi-Security entered into pursuant to any Transaction Document.

47.5 Disposals.

(a) The Charterers shall not enter into a single transaction or a series of

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transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal of assets not subject to the Transaction Security:

(i) made in the ordinary course of trading of the Charterers; or

(ii) any disposal, transfer or lease as permitted by the Transaction Documents.

47.6 No other liabilities or obligations to be incurred. The Charterers shall not incur any liability or obligation except:-

(a) liabilities and obligations under the Transaction Documents to which it is a party;

(b) liabilities or obligations reasonably incurred in the ordinary course of operating and chartering the Vessel; and

(c) any indebtedness subordinated in accordance with Clause 47.15 (Subordination).

47.7 Charterers' other negative undertakings.  The Charterers will not:

(a) carry on any business other than the chartering and operation of the Vessel;

(b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital, unless:

(i) the Charterers have sufficient funds to service the payment obligations due and payable on the next Payment Date; and

(ii) no Termination Event or Potential Termination Event is likely to result from the payment of such dividend, making of such form of distribution or effecting of such form of redemption, purchase or return of share capital;

(c) provide any form of credit or financial assistance to any person or company except any guarantee to a protection and indemnity association to procure the Vessel's release from arrest or other attachment or in respect of salvage or a similar situation.;

(d) open or maintain any account with any bank or financial institution except the Earnings Account and the Debt Service Retention Account;

(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;

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(f) incur, or enter into any lease, hire purchase agreement or charter creating, any additional Financial Indebtedness;

(g) acquire any additional assets, shares or other securities (other than the acquisition of any equipment to be put on the Vessel), or enter into any transaction in a derivative.

47.8 Earnings Account.

(a) The Charterers shall, and shall procure the Approved Manager to, ensure that all the earnings of the Vessel shall forthwith upon receipt be deposited into the Earnings Account.

(b) Withdrawals may be made from the Earnings Account provided that no Termination Event has occurred and is continuing.

47.9 Debt Service Retention Account.

(a) The Charterers shall ensure that the credit balance of the Debt Service Retention Account shall at all times be no less than:-

(i) United States Dollars Five Hundred Fifty Thousand (US$550,000); or

(ii) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), then starting from the date falling five (5) Banking Days after those financial statements have been (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's shareholders or (iii) made available for public inspection (whichever is earlier), United States Dollars One Million One Hundred Thousand (US$1,100,000).

(b) No withdrawals may be made from the Debt Service Retention Account without the Owners prior written consent.

47.10 Merger. The Charterers shall not (and the Charterers shall procure that no Obligor will) enter into any amalgamation, demerger, merger or corporate reconstruction, save for any corporate restructuring involving members of the Group other than the Obligors which does not have any Material Adverse Effect and provided that the Owners are given prior written notice of the same.

47.11 Change of business. The Charterers shall procure that no substantial change is made to the general nature of the business of the Obligors or the Group from that carried on at the date of this Charter.

47.12 Environmental compliance. The Charterers shall, and shall procure that each Obligor will, comply in all material respects with all Environmental Law, obtain and

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maintain any Environmental Approvals and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Approvals.

47.13 Environmental Claims. The Charterers shall, and shall procure that each Obligor will, inform the Owners in writing as soon as reasonably practicable upon becoming aware of:-

(a) any Environmental Claim which has been commenced or (to the best of such Obligor's knowledge and belief) is threatened against the Vessel or any member of the Group, or

(b) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against the Vessel or any member of the Group,

in each case where such Environmental Claim might reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

47.14 Further Assurance.The Charterers shall promptly take such steps as the Owners may deem necessary or appropriate to maintain and protect the interests of the Owners under the Transaction Documents, including filing and/or registering the Transaction Documents and the execution of such additional documents as the Owners may require.

47.15 Subordination. The Charterers shall procure that all loans or advances to it from (i) any Obligor, (ii) any Permitted Holder, or (iii) any Subsidiary of the Guarantor, Mr. Economou and/or his direct lineal descendants (each such entity a "Subordinated Lender") shall be subordinated to the Secured Liabilities and shall further procure that:

(a) the relevant Subordinated Lender will enter into a subordination deed (in form and substance satisfactory to the Owners) (each a "Subordination Deed") in favour of the Owners prior to making such loan or advance and that such Subordinated Lender will do all such acts and execute all such documents which the Owners may from time to time require and necessary to ensure the legality, validity, enforceability and admissibility in evidence of such subordination deeds;

(b) it will inform the Owners immediately upon such loans or advances being made; and

(c) it will not, at all times during the term of this Charter, make or purport to make any payment, whether in cash or otherwise, to any such Subordinated Lender

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on account of such loans or advances without the prior written consent of the Owners.

47.16 Sanctions.

(a) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to ensure that no one directly or indirectly uses, lends, makes payments of, contributes or otherwise makes available, all or any part of the proceeds of the purchase price under the MOA or other transaction(s) contemplated under the Transaction Documents to fund any trade, business or other activities:

(i) involving or for the benefit of any Restricted Party; or

(ii) in any other manner that would reasonably be expected to result in any Obligor or the Owners being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party.

(b) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to prevent the Vessel from being used directly or indirectly:

(i) by or for the benefit of any Restricted Party; and/or

(ii) in any trade which could expose the Vessel, any Obligor, the Owners, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions.

48. VESSEL UNDERTAKINGS

The undertakings in this Clause 48 shall remain in force throughout the Charter Period.

48.1 Approved Manager. The Charterers shall appoint the Approved Manager to carry out technical and commercial management of the Vessel, and there shall not be any change to the Approved Manager without the Owners' prior written consent, unless:-

(a) the Charterers notify the Owners in writing at least fourteen (14) days prior to the proposed change of the Approved Manager, together with supporting evidence satisfactory to the Owners that the requirements set out in sub-paragraphs (b) to (d) below will be met;

(b) the new Approved Manager is a commercial and technical manager that is wholly owned by the Permitted Holders;

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(c) the new Management Agreement is on such terms that are substantially the same as, or more favourable to the Charterers than, the original Management Agreement dated 24 March 2017 entered into between TMS Bulkers Ltd. and the Charterers; and

(d) immediately upon the change of the Approved Manager,

(i) the Charterers provide the Owners with a certified true copy of the new Management Agreement; and

(ii) the Charterers and the new Approved Manager execute in favour of the Owners such supplements and/or replacements to the General Assignment, the Assignment of Management Agreement each in form and substance satisfactory to the Owners; and

(iii) the Charterers and the new Approved Manager provide to the Owners certified true copies of their corporate authorisations for the execution of the documents referred to in sub-paragraphs (i) and (ii) above, each in form and substance reasonably satisfactory to the Owners.

48.2 Intentionally omitted.

48.3 Compliance with laws. The Charterers shall at all times ensure compliance with all applicable Environmental Laws and all other laws and regulations relating to the Vessel and the operation and management thereof, provide information to the Owners regarding such matters, and take all reasonable precautions to ensure that the Approved Manager, any sub-charterers, and the crews, employees, agents or representatives of the Charterers at all times comply with such Environmental Laws and other applicable laws.

48.4 Compliance with SOLAS, ISM Code, ISPS Code, etc.The Charterers shall at all times ensure compliance with all applicable international conventions, codes and regulations, including the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the STCW 95, the ISM Code and the ISPS Code (as each such term is defined in the relevant amendments to SOLAS), and ensure such compliance the Approved Manager or any company performing ship management services in respect of the Vessel on behalf of the Charterers, in all cases at any time before the deadline under the relevant conventions, codes and regulations.

48.5 Intentionally omitted.

48.6 Modification. The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterer will not) make any modification or repairs to, or replacement of, the Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Vessel or materially reduce its value or utility, without the Owners' prior written consent. If the Owners so consents, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before termination of this Charter.

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48.7 Installation and removal of parts.

(a) The Charterers shall (and shall procure that the Approved Manager will) at their own cost replace, renew or substitute such items of equipment as shall be damaged or worn as to be unfit for use.

(b) The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterers will not) remove any material part of the Vessel, or any item of equipment installed on, the Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Encumbrance or any right in favour of any person other than the Owners and becomes on installation on that the Vessel the property of the Owners.

(c) The ownership title of any replaced, renewed or substituted equipment or part shall remain with the Owners, except for any equipment installed by the Charterers pursuant to sub-paragraph (d) below.

(d) Notwithstanding the above, the Charterers may install equipment not owned by the Owners if the equipment can be removed without any risk of damage to the Vessel.

48.8 Voyage declarations. The Charterers shall (and shall ensure that the Approved Manager and any sub-charterer shall) at all times make such (quarterly) voyage declarations if and as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover for trading in and to the United States of America and the Exclusive Economic Zone (as defined in the Oil Pollution Act).

48.9 Certificate of Financial Responsibility. If the Vessel at any time shall call on any US port, the Charterers shall (and will procure that the Approved Manager will), in accordance with the regulations of the Oil Pollution Act and in line with the requirements of the US Coast Guard, obtain in time a Certificate of Financial Responsibility (C.O.F.R), a copy of which shall promptly be provided to the Owners at the request of the Owners.

48.10 Inspection of Vessel. The Charterers shall (and will procure that the Approved Manager and any sub-charterers will) permit, and shall provide all necessary assistance to, the Owners to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such inspection or survey on its behalf at the reasonable cost of the Charterers (including the fees of any surveyor) in order to ascertain the condition of the Vessel and to inspect copies of the Vessel's logs and records certified as true by the Vessel's master (and the Owners may, for the purpose of such inspection, dry-dock the Vessel if the Vessel has not been dry-docked in accordance with Clause 10(g)), provided that, so long as no Termination Event has occurred and is continuing, such inspection or survey shall be at any reasonable time or times upon giving written notice to the Charterers without undue disruption or delay to the operation of the Vessel, the Charterers shall bear the reasonable cost of no more than two (2) such

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inspections for each calendar year. The Charterers shall afford all proper security and safety items for such inspections and give the Owners reasonable advance notice of any intended dry-docking of the Vessel.

48.11 Prevention of and release from arrest/detention.

(a) The Charterers shall (and shall procure the Approved Manager to) promptly discharge:-

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel, its earnings or its Insurances;

(ii) all Taxes, dues and other amounts charged in respect of the Vessel, its earnings or its Insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel, its earnings or its Insurances.

(b) In the event the Vessel is arrested or detained at any time in any jurisdiction by any person having or purporting to have a claim against or any interest in the Vessel or the bunker of the Vessel not due to the fault of the Owners, the Charterers shall (and shall procure the Approved Manager to) within sixty (60) days of such arrest or detention resolve such arrest or detention by way of provision of guarantee or security for costs (whether by the Charterers or its protection and indemnity association or otherwise) or by such other means necessary to ensure the Vessel is released from such arrest or detention and available for operation.

48.12 Maintenance of ownership title and registration. The Charterers shall (and shall procure the Approved Manager to) do all that may be necessary to maintain such documentation and registration in force and so that the Owners shall be held to be the sole and absolute Owners of the whole of the Vessel, and any annual taxes, duties, expenses and fees and other expenses whatsoever for the maintenance of such documentation and registration (including fees payable to lawyers) shall be borne and paid by the Charterers; and the Charterers shall, as soon as possible thereafter, install and shall, continuously thereafter during the Charter Period, cause the permanent certificate of register of the Vessel in the ownership of the Owners to be installed on board the Vessel together with all other ship's papers including but not limited to those relating to the title of the Vessel in the name of the Owners.

48.13 Provision of Vessel-related information. The Charterers shall (and shall procure the Approved Manager to) as soon as reasonably practicable provide the Owners with any information which it requests regarding:-

(a) the Vessel, its condition, employment, position and engagements (including copies of the relevant sub-charter and/or charter guarantee, if requested by the Owners);

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(b) the earnings of the Vessel and payments and amounts due to the Vessel's master and crew;

(c) any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Vessel and any payments made in respect of the Vessel;

(d) any towages and salvages; and

(e) the Vessel's, the Charterers' and/or the Approved Manager's compliance with the ISM Code, the ISPS Code, MARPOL and other applicable laws and regulations (including copies of the Charterers' and/or the Approved Manager's Document of Compliance, if requested by the Owners).

48.14 Notification of certain events. The Charterers shall (and shall procure the Approved Manager to) forthwith notify the Owners in writing of:-

(a) any casualty which is or is likely to be or to become a Major Casualty;

(b) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is or will not be complied with by the relevant due date(s);

(d) any arrest or detention of the Vessel, any exercise or purported exercise of any lien on the Vessel or its earnings or any requisition of the Vessel for hire;

(e) any intended dry docking of the Vessel;

(f) any Environmental Claim made against the Charterers or any Obligor or in connection with the Vessel, or any Environmental Incident;

(g) any claim for breach of the ISM Code, the ISPS Code or the MARPOL being made against the Charterers, any of the Approved Manager or otherwise in connection with the Vessel; or

(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code, ISPS Code or MARPOL not being complied with,

and the Charterers shall (and shall procure the Approved Manager to) keep the Owners advised in writing on a regular basis and in such detail as the Owners shall reasonably require of the status and development of the above events or matters.

48.15 Restrictions on sub-chartering, appointment of managers etc.  The Charterers shall not:

(a) let the Vessel on demise charter for any period;

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(b) enter into any time or consecutive voyage charter in respect of the Vessel with a term of twelve (12) months or more, unless such charter is promptly upon execution assigned by way of security in favour of the Owners in form and substance satisfactory to the Owners (any such assignment being an "Assignment of Charter");

(c) sub-charter the Vessel otherwise than on bona fide arm's length terms at the time when such charter is fixed;

(d) appoint a manager of the Vessel other than an Approved Manager;

(e) put the Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed United States Dollars One Million (US$1,000,000) (or the equivalent in any other currency) unless (i) that person has first given to the Owners and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on the Vessel or its earnings for the cost of such work or for any other reason or (ii) in the absence of such written undertaking referred in (i) above, the Charterers have provided to the Owners documentary evidence reasonably satisfactory to the Owners showing either that the Charterers have adequate reserve to discharge all amounts payable or to be payable to such person for the work to be done upon the Vessel or that the insurance companies and/or underwriters of the Vessel have accepted the Owners' and/or Charterers' claim under the Insurances in respect of the work to be done on the Vessel and such insurance companies and/or underwriters have agreed to pay the proceeds of insurance in an amount not less than the amount payable or to be payable to such person for the work to be done upon the Vessel.

48.16 No operational interest. The Charterers will ensure that the Owners are not at any time represented as carrying goods in the Vessel, or as being in any way connected or associated with any operation, or as having any operational interest in, or responsibility for, the Vessel.

49.INSURANCES

The undertakings in this Clause 49 shall remain in force throughout the Charter Period.

49.1 Maintenance of Insurance. The Charterers shall insure and keep the Vessel insured free of cost and expense to the Owners and in the joint names of the Owners and the Charterers or otherwise as the Owners and the Charterers may agree:-

(a) against fire and usual marine risks (including excess risks) on hull and machinery;

(b) against war risks (including terrorism cover, on hull and machinery basis and on war protection and indemnity);

(c) against full protection and indemnity risks (including oil pollution liability risks);

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(d) against such other risks of whatsoever nature and howsoever arising as reasonably required by the Owners if such a cover is available in the marine insurance market and it is common marine market practice to have it in place;

on the following terms:

(i) in Dollars;

(ii) on terms consistent with prevailing international market practice from time to time be approved by the Owners;

(iii) in case of the fire and usual marine risks in (a) above, in an amount on an agreed value basis of at least the greater of (x) the then current Market Value or (y) 120% of the Charterhire Principal Balance.

(iv) in case of war risks in (b) above, the full value and tonnage of the Vessel;

(v) in case of protection and indemnity risks in (c) above, the full value and tonnage of the Vessel;

(vi) in the case of pollution liability risk for protection and indemnity risks; for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market (currently USD1,000,000,000);

(vii) with international reputable insurance brokers (the "Approved Brokers") and insurance companies and/or underwriters or (in the case of protection and indemnity risks) protection and indemnity association being a member of the International Group of P&I Clubs, in each case approved by the Owners.

49.2 Innocent Owners Insurances. The Owners shall be at liberty to effect, maintain and renew innocent owners insurances and owners' additional perils (pollution) insurance (and, if required by the Mortgagee, mortgagee's interest insurance and mortgagee's additional perils (pollution) insurance) in relation to the Vessel in each case in an amount on an agreed value basis of at least the greater of (i) the then current Market Value or (ii) 120% of the Charterhire Principal Balance, on such terms, through such insurers and generally in such manner as the Owners may from time to time reasonably consider appropriate, and the Charterers shall upon demand fully indemnify the Owners in respect of all premiums and other expenses which are reasonably incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

49.3 Fleet cover.

(a) If any of the Insurances form part of a fleet cover, the Charterers shall procure the Approved Brokers not to cancel the Insurances for reason of non-payment of premiums for other vessels/units under such fleet cover or of premiums for such other Insurances, and, to the extent allowed under the relevant terms of the Insurances, the Charterers shall procure that the Approved Brokers shall undertake to the Owners that they shall neither set-off against any claims in

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respect of the Vessel any premiums due in respect of other vessels/units under such fleet cover or any premiums due for other Insurances.

(b) The Charterers undertake to issue a separate policy in respect of the Vessel being part of a fleet cover if it becomes necessary to protect the Owners' interests in the Insurance and when so reasonably requested by the Owners.

49.4 Payment under Insurances. The Charterers shall punctually pay all premiums, calls, contributions or other sums payable in respect of all such Insurances and shall upon the Owners' demand produce copies of all relevant receipts or other evidence of payment.

49.5 Notification of Insurance details. Except in the case of renewal pursuant to Clause 49.6, the Charterers shall, at least ten (10) Banking Days (or such shorter period of time as may be consented to by the Owners) prior to the Charterers effecting any such Insurances, notify the Owners in writing of the details of such proposed Insurances (including, without limitation, details of the insurer and the conditions of the policy).

49.6 Renewal of Insurances.  The Charterers shall:-

(a) at least fourteen (14) days before the relevant policies, contracts or entries expire, notify the Owners in writing of the names of the brokers proposed to be employed by the Charterers for the purposes of the renewal of such Insurances and of the amounts in which such Insurances are proposed to be renewed and the risks to be covered, in each case subject to compliance with any requirements of the Owners pursuant to this Clause 49;

(b) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will at least seven (7) days before such expiry confirm in writing to the Owners that they have been instructed to renew the relevant Insurances and such renewals are in the process of being effected in accordance with the instructions so given, and the Charterers shall provide the Owners with details of the instructions as the Owners may require; and

(c) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will prior to such expiry confirm in writing to the Owners that the relevant Insurances have been renewed, and the Charterers shall provide the Owners with details of the renewed Insurances as the Owners may require.

49.7 Copies of Insurance Certificates. On or promptly after the Actual Delivery Date and within five Banking Days following the issuance or renewal of any insurance policy required to be in effect under this Charter, the Charterers shall furnish the Owners with approved certificates of all Insurances. Such certificates shall be executed by the insurer or by an Approved Broker. Such certificates shall identify underwriters, the type of insurance, the insurance limits and the policy term and shall specifically list the special provisions enumerated for such insurance required by this Clause 49. Concurrently with the furnishing of any such certificate, the Charterers shall furnish the Owners with a certificate of an Approved Broker to the effect that the insurance then carried or to be renewed is in accordance with the terms of this Clause 49, such insurance is in full force and effect and all premiums then due and payable have been paid.

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49.8 Copies of Insurance Policies. On or promptly after the Actual Delivery Date, promptly upon receipt of each such policy, the Charterers shall deliver to the Owners each policy of the Insurances then in effect.

49.9 Guarantees and indemnities. The Charterers shall arrange for the execution of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association.

49.10 Deposit of policies. The Charterers shall deposit with the Approved Brokers (or procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued in connection with the Insurances as are effected through the Approved Brokers and to procure that the interest of the Owners shall be endorsed and, where the Insurances have been assigned to the Owners, by means of a notice of assignment the Owners shall be furnished with the originals thereof and to procure that the Approved Broker shall issue to the Owners a letter or letters of undertaking in such form as shall from time to time be reasonably required by the Owners (in line with market standard).

49.11 Intentionally omitted.

49.12 Notice of default, etc. under the Insurances. The Charterers shall promptly inform Owners of each written notice received by it with respect to the cancellation of, adverse change in, or default under the Insurances.

49.13 Insurance consultant's opinion. The Charterers shall within three (3) Banking Days' of the Owners' written demand indemnify the Owners for the cost of the insurance opinion referred to in Clause 35.2(b)(i) and any additional insurance reports or opinions as may be required by the Owners.

49.14 Assistance to the Owners. The Charterers shall do all things and provide all documents, evidence and information as may be necessary to enable the Owners to collect or recover any moneys which shall at any time become due to them in respect of the Insurances.

49.15 Employment of Vessel to conform with terms of Insurances. The Charterers shall not (and shall procure that Approved Manager that they will not) employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.

49.16 Application of insurance proceeds. The Charterers shall apply all sums receivable under the Insurances which are paid to the Charterers in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect whereof the insurance moneys shall have been received.

49.17 Entry into US waters. if the Vessel shall at any time enter the waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the Oil Pollution Act):-

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(i) the Charterers shall procure that the certificate of entry for the Vessel issued by the protection and indemnity association with which it is entered is endorsed with the U.S. Oil Pollution Clause 20/2/91 (as amended or replaced from time to time) and the Charterers shall procure for the Owners sufficient documentary evidence that the Charterers have provided all declarations and satisfied all other requirements of the association and that the U.S. Trading Exclusion Clause (as defined in the rules and policies of such protection and indemnity association) has been deleted from the cover; and

(ii) the Charterers shall make (and shall procure that the Approved Manager shall make) all such quarterly or other voyage declarations as may from time to time be required by the protection and indemnity risks association in order to maintain cover for trading to the United States of America and Exclusive Economic Zone and promptly deliver to the Owners copies of all such declarations.

49.18 Provision of information. The Charterers shall produce to the Owners upon demand copies of all policies, certificates of insurance or entry, cover notes and binders relating to the Insurances, and furnish the Owners with any other evidence of the existence of the Insurances as the Mortgagee may request. The Charterers shall procure that the Approved Brokers or the insurers give to the Owners such information as to the Insurances taken out or being or to be taken out in compliance with the Charterers' obligations under this Clause 49 or as to any other matter which may be relevant to the Insurances as the Owners may reasonably request.

49.19 Indemnity to Owners. Without prejudice to any other provisions of this Charter, in the event that any act, inaction or negligence of the Charterers, the Approved Manager or any sub-charterers shall vitiate any of the Insurances herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such Insurances.

49.20 Amendment to the Insurances. The Charterers shall not cause or permit any material adverse change to be made to the terms of any of the Insurances without the prior written consent of the Owners. Should any change be permitted or occur without the consent of the Owners then, without prejudice to the aforesaid obligation of the Charterers or to the rights of the Owners on a Termination Event or to any other provision in this Charter, the Charterers shall forthwith give written notice to the Owners.

49.21 Right to Procure Insurance. In the event the Charterers fail to procure or maintain, or the insurance coverage required by this Clause 49, the Owners, upon 30 days' prior notice (unless such insurance coverage would lapse within such period, in which event notice shall be give as soon as reasonably possible) to the Owners of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same. All amounts so advanced for such purpose by the Owners and shall become an additional obligation of the Charterers to the Owners, and the Charterers shall forthwith pay such amounts to the Owners together with interest accrued thereon in accordance with Clause 38.7 from the date so advanced.

49.22 Modification of insurance requirements. Notwithstanding the foregoing provisions in this Clause 49, the Owners shall be entitled to review the requirements of this Clause 49 from time to time in order to take account of significant changes in circumstances arising

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as a result of any change in circumstances with respect to the Vessel (including without limitation the operation and maintenance thereof) or any amendment to the existing laws of, or adoption of new laws by, any relevant jurisdiction after the date of this Charter (such changes in circumstances to include, without limitation, changes in the availability or the cost of insurance and/or protection and indemnity coverage). The Owners may notify the Charterers in writing from time to time of any proposed modification to the requirements of this Clause 49 which they may reasonably deem appropriate as a result of such amendment to the existing laws of, or adoption of new laws by, that jurisdiction, or as a result of the opinion of an independent firm of marine insurance brokers or an independent firm of international reputable insurance consultant referred to in Clause 49.13 above. Such modification shall take effect on and from the date it is notified in writing to the Charterers as an amendment to this Clause 49 (or, if as a result of the said opinion, from the date of the said advice), and shall bind the Charterers accordingly.

50.TOTAL LOSS

50.1 Total Loss. Notwithstanding anything to the contrary contained in this Charter, if the Vessel shall become a Total Loss:-

(a) this Charter shall be deemed as terminated from the Total Loss Date, and the Charterhire shall cease to be payable therefrom; and

(b) the Charterers shall pay to the Owners the Total Loss Sum on or before the earlier of (i) the date falling ninety (90) days after the Total Loss Date and (ii) the date of receipt by the Owners of the insurance proceeds relating to such Total Loss.

All insurance proceeds in respect of such Total Loss shall be paid to the Owners and shall be applied in deduction of the Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents. Any remaining insurance proceeds after such application shall be paid to the Charterers. For the avoidance of doubt, if such insurance proceeds are insufficient to settle the outstanding Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents, the Charterers shall remain liable for the shortfall.

51.FINANCIAL COVENANTS

51.1 Financial covenants. The Charterers shall procure the Guarantor to maintain at all times by a reference to the financial statements of the Charterers delivered pursuant to Clause 46.1:

(a) Working Capital of greater than US$0;

(b) Cash and Cash Equivalent Investments of not less than United States Dollars Fifteen Million (US$15,000,000); and

(c) ratio of(i) Consolidated Total Liabilities (excluding Cash and Cash Equivalent Investments) to (ii) Consolidated Total Assets (excluding Cash and Cash Equivalent Investments) of less than 7:10.

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51.2 Financial Definitions. For the purposes of this Clause 51, the following definitions shall apply:

"Cash"means, at any time, freely available cash at bank credited to an account in the name of the Guarantor or any of its Subsidiaries with a reputable financial institution and to which the Guarantor or any of its Subsidiaries is alone beneficially entitled and for so long as (i) that cash is repayable on demand; (ii) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Guarantor or any of its Subsidiaries or of any other person whatsoever or on the satisfaction of any other condition; and (iii) there is no Security over that cash, provided that amounts that are subject to any Security or any Encumbrance or otherwise not freely withdrawable solely by reason of a covenant as to minimum liquidity imposed on the Guarantor or any of its subsidiaries pursuant to the borrowing arrangements of the Guarantor or any of its subsidiaries shall be included in "Cash". For the avoidance of doubt, "Cash"shall also include the credit balance of the Debt Service Retention Account and each of the Debt Service Retention Accounts (as such term is defined in each of the Associated BBCs);

"Cash Equivalent Investments"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Cash Equivalent"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Consolidated Total Assets"means at any time the aggregate of all assets which would be treated as an asset of the Group in accordance with GAAP.

"Consolidated Total Liabilities"means at any time the aggregate amount of all liabilities incurred by the Group in accordance with GAAP.

"Current Assets"means, at any time, the aggregate at such time of:-

(a) the cash, stocks, marketable securities and prepayments of the Group;

(b) the debtors and deposits of the Group payable on demand or within one year from the date of computation (but excluding any amounts due from another member of the Group); and

(c) any other assets of the Group which would, in accordance with GAAP (as used in the Guarantor's then most recent audited annual consolidated financial statements) be considered as current assets.

"Current Liabilities"at any time means the aggregate at such time of the obligations of the Group to pay money on demand or within six (6) months from the date of computation (but excluding any such obligations owed to any member of the Group) and any other obligations of the Group which would, in accordance with GAAP (as

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used in the Guarantor's then most recent audited annual consolidated financial statements), be considered as a current liability.

"Working Capital"means, on any date, Current Assets less Current Liabilities.

51.3 Financial Covenants to Other Lenders. If, at any time before the Actual Delivery Date or during the Charterhire Period, any covenant (a "New Covenant") regarding any aspect of the financial condition of the Guarantor and/or the Group has been given to any other lender or creditor in connection with Financial Indebtedness borrowed by, guaranteed by, or secured by security provided by the Guarantor, then the Charterers shall notify the Owners in writing within ten (10) Banking Days after the giving of the New Covenant, and:-

(b) if the New Covenant is of the same nature as, but imposes a more stringent standard than, any of the covenants set out in Clause 51.2 (Financial Covenants) or deemed incorporated as part of this Clause 51 (the "Existing Covenant"), then such Existing Covenant shall be replaced by the New Covenant which shall be deemed incorporated as part of this Clause 51.

(c) if the New Covenant is of a different nature to the Existing Covenants, then the Additional Covenant shall be deemed incorporated as part of and as an additional financial covenant in this Clause 51.

52. ASSET VALUE

52.1 Clause 52.2 below applies if the Owners notify the Charterers that:

(a) the Market Value of the Vessel; plus

(b) the net realisable value of any additional security previously provided under Clause 52.2(a),

is at any time below one hundred twenty per cent. (130%) of the Charterhire Principal Balance.

52.2 If the Owners serves a notice on the Charterers under Clause 52.1, the Charterers shall, within fifteen (15) Banking Days after the date on which the Owners' notice is served, either:

(a) provide, or ensure that a third party provides, additional security acceptable in form and substance to the Owners which, in the opinion of the Owners, has a net realisable value at least equal to the shortfall and is documented in such terms as the Owners may approve or require; or

(b) prepay (at least) such part of the Charterhire Principal Balance as will eliminate the shortfall.

52.3 The Charterers shall promptly provide the Owners and any shipbroker or expert acting under this Clause 52 with any information which the Owners, the Approved Valuer, shipbroker or expert may reasonably request for the purposes of the valuation; and, if the Charterers fail to provide the information by the date reasonably specified in the request, the valuation may be made on any basis and assumptions which the Owners, Approved Valuer, shipbroker or expert consider prudent.

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52.4 The Charterers shall at its own cost provide the Owners with valuations addressed to the Owners of the Vessel and any other ship over which additional Security has been created in accordance with Clause 52.2, to enable the Owners to determine the Market Value of the Vessel and such other ship, such valuations to be provided on one occasion in each calendar year during the month of December if no Termination Event or Potential Termination Event has occurred and is continuing, and as many times as required by the Owners if a Termination Event or a Potential Termination Event has occurred and is continuing.

52.5 Any partial prepayment shall be made together with Breakage Costs (if any), and shall be applied towards reducing the Charterhire Principal Balance in the inverse order of maturity.

53. CALL OPTION

53.1 The Charterers shall have the option to purchase the Vessel and the right to compel, require and oblige the Owners to enter into an agreement with the Charterers for the sale of the Vessel to the Charterers (the "Call Option") at the Call Option Price.

53.2 The Call Option may only be exercised by the Charterers if:-

(a) a written notice exercising the Call Option is served by the Charterers upon the Owners at least two (2) months before the date on which the Sale to the Charterers is intended to occur;

(b) the Sale to the Charterers takes place after the first (1^st) anniversary of the Actual Delivery Date; and

(c) no Termination Event has occurred and is continuing from the time such notice is served until the Sale to the Charterers has occurred.

53.3 If the Charterers fail to pay the Call Option Price, then the Owner may (but is not bound to) terminate this Charter in accordance with Clause 55.1, in lieu of their right to claim against the Charterer for the Call Option Price.

54. TERMINATION EVENTS

54.1 Termination Events. Subject to Clause 54.3 (No Termination Event upon change of Approved Manager), each of the following events shall be a "Termination Event"for the purposes of this Charter:-

(a) Non-payment. An Obligor does not pay on the due date any amount payable under any Transaction Document unless such failure to pay is caused by an administrative or technical error or a Disruption Event, and payment is made within three (3) Banking Days of its due date.

(b) Breach of key provisions. Any breach occurs of Clauses 45.1(s) (No money laundering), 45.1(t) (Sanctions), 47.1 (Authorisations), 47.2 (Compliance with laws) 47.9 (Debt Service Retention Account), 47.10 (Merger), 47.16

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(Sanctions), 49 (Insurances), 51 (Financial Covenants) or 52 (Asset Value);

(c) Other obligations. Any Obligor does not comply with any provision of the Transaction Documents (other than those referred to in Clause 54.1(a) (Non-payment) and (b) (Breach of key provisions), provided that no Termination Event will occur if the failure to comply is in the opinion of the Owners (acting reasonably) capable of remedy and is remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) the Charterers and/or the such Obligor becoming aware of the failure to comply.

(d) Misrepresentation. Any representation or statement made or deemed to be made by an Obligor in the Transaction Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, provided that no Termination Event will occur if the circumstances, events or omissions giving rise to such misrepresentation are capable of remedy and are remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) any Charterers and/or such Obligor becoming aware of the failure to comply.

(e) Cross default.

(i) Any Financial Indebtedness of any Obligor or member of the Group is not paid when due nor within any originally applicable grace period.

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(ii) Any Financial Indebtedness of any Obligor or member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(iii) Any commitment for any Financial Indebtedness of any Obligor or member of the Group is cancelled or suspended by a creditor of any Obligor or member of the Group as a result of an event of default (however described).

(iv) Any creditor of any Obligor or member of the Group becomes entitled to declare any Financial Indebtedness of any Obligor or member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(v) Any default under any Financial Indebtedness of any Obligor or any other member of the Group occurs and such default shall cause any Security on any asset of any Obligor or any other member of the Group securing such Financial Indebtedness to become enforceable.

(vi) No Termination Event will occur under this Clause 54.1(e) if:-

(A) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Obligors (other than the Approved Manager) falling within sub-paragraphs (i) to (v) above is less than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in any other currency or currencies); or

(B) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Approved Manager falling within sub-paragraphs (i) to (v) above is less than United States Dollars Three Million (US$3,000,000) (or its equivalent in any other currency or currencies).

(f) Default under Associated BBCs. A "Termination Event" (as defined in any of the Associated BBCs) has occurred and is continuing.

(g) Failure to pay final judgment. Any Obligor or member of the Group fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within fifteen

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(15)days of such final judgment being issued.

(h) Insolvency.

(i) Any Obligor or member of the Group is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(ii) The value of the assets of any Obligor or member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

(iii) A moratorium is declared in respect of any indebtedness of any Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(i) Insolvency proceedings.

(i) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(1) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or member of the Group;

(2) a composition or arrangement with any creditor of any Obligor or member of the Group, or an assignment for the benefit of creditors generally of any Obligor or member of the Group or a class of such creditors;

(3) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or member of the Group or any of its assets; or

(4) enforcement of any security over any assets of any Obligor or member of the Group,

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or any analogous procedure or step is taken in any jurisdiction.

(j) Creditors' process. Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(k) Invalidity or unenforceability of Relevant Documents. Any of the Relevant Documents shall at any time and for any reason (apart from any reason due to the Owners) become invalid or unenforceable or otherwise cease to remain in full force and effect in any respect, or if the validity or enforceability of any of the Relevant Documents shall at any time and for any reason be contested.

(l) Unlawfulness. It is or becomes unlawful for an Obligor to perform any of its obligations under the Relevant Documents.

(m) Repudiation. An Obligor repudiates a Relevant Document or evidences an intention to repudiate a Relevant Document.

(n) Cessation of business. An Obligor suspends or ceases to carry on all or a material part of its business or there is a material change in the business of any Obligor's business.

(o) Shareholding.

(i) The Shareholder ceases to be the sole direct legal and equitable shareholder of the Charterers.

(ii) The Guarantor ceases to be the sole direct legal and equitable, or indirect equitable, shareholder of the Shareholder.

(iii) The Permitted Holders cease to legally, equitably and directly own, or equitably and indirectly own, at least fifty percent (50%) of the issued share capital of the Guarantor.

(iv) The Permitted Holders cease to be the sole direct legal and equitable, or indirect equitable, shareholders of the Approved Manager.

(p) Delisting. The shares of the Guarantors cease to be listed on the Stock Exchange, or are otherwise suspended from trading on the Stock Exchange for more than thirty (30) days.

(q) Failure to release Vessel from arrest. The Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim (other than for

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reasons attributable to the Owners) and is not released in accordance with Clause 48.11 (Prevention of and release from arrest/detention).

(r) Approvals revoked, expired etc.. Any consent, authorisation, licence or approval necessary for the Relevant Documents to be or remain the valid and legally binding obligations of the Obligors, or to enable the Obligors to perform their obligations hereunder or thereunder, shall be adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed, and such situation is not remedied within fourteen (14) days.

(s) Material adverse change. Any other event occurs or any other circumstances arise or develop including, without limitation:-

(i) a change in the business, operations, property or financial condition of any Obligor; or

(ii) any change in the global, economic, political, international money and/or capital markets,

which might reasonably be expected to have a Material Adverse Effect.

(t) Failure on maintenance and repairs. The Charterers fail to rectify any failure to comply with Clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested the Charterers in writing so to do, so that the Insurances are not prejudiced.

(u) Security imperilled. Any Transaction Security is in any way imperilled or in jeopardy.

(v) Non-registration of Vessel. The Vessel is not or ceases to be registered under the Flag State.

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(w) Breach of Environmental Law or Environmental Approval; Environmental Claim. The Charterers or the Approved Manager fail to comply with any Environmental Law or any applicable Environmental Approval or the Vessel has been involved in any incident which gives rise or may give rise to an Environmental Claim against the Vessel, the Charterers and/or the Approved Manager if, in any such case, such non-compliance or incident or the consequences thereof could, in the reasonable opinion of the Owners, and having regard to any insurance cover available to meet any liabilities arising in relation to such incident, reasonably be expected to have a Material Adverse Effect.

(x) Breach of Insurances. The Charterers or any other relevant person fails to maintain or omits to comply with any requirements of the protection and indemnity association or other insurer with which the Vessel is entered for Insurances or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where any the Vessel operates or trades) is liable to cancellation, qualification or exclusion at any time.

54.2 Owners' right to terminate Charter. Upon the occurrence of a Termination Event, the Owners may (but not bound and without prejudice to the Charterers obligations) by written notice to the Charterers terminate this Charter and the chartering of the Vessel under this Charter forthwith and recover any and all amounts due and payable hereunder and/or resulting from such termination and to exercise its rights in the manner as set out in Clause 55.

54.3 No Termination Event upon change of Approved Manager. The occurrence of any event set out in Clause 54.1 (Termination Events) shall not constitute a Termination Event if:-

(a) such event relates solely to the Approved Manager (but not to any other Obligor or the Vessel); and

(b) the Approved Manager is replaced in accordance with Clause 48.1 (Approved Manager):-

(i) within fourteen (14) days of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event; or

(ii) if the grace period set out in sub-paragraph (i) above is not reasonably practicable having regard to the Vessel's contractual commitments at the time, the Charterers shall promptly notify the Owners in writing of the expected time frame, and the Approved Manager shall be so replaced as soon as reasonably practicable but in any event within one

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(1) month of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event.

55. OWNERS' RIGHTS ON TERMINATION AND EXPIRY OF CHARTER PERIOD

55.1 At any time after a Termination Event shall have occurred and is continuing or the right of the Owners to terminate this Charter under any other provisions of this Charter or at law has arisen, the Owners may, by notice in writing to the Charterers immediately, or on such other date as the Owners shall specify:

(a) if the Vessel has not yet been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners the amounts payable under Clause 56 (Fees, Costs and Expenses) and other amounts payable under the Transaction Documents; or

(b) if the Vessel has already been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners, as liquidated damages, the Termination Sum.

55.2 Upon the giving of notice of termination under Clause 55.1:

(a) the Owners may exercise any other right or remedy which may be available to it at law or in equity, or proceed by appropriate judicial or administrative action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Charter;

(b) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(c) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

55.3 Upon the expiry of the Charter Period, the Charterers shall have paid to the Owners the End Charterhire and other amounts payable under the Transaction Documents, failing which:-

(a) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(b) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

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55.4 Following termination of the chartering of the Vessel hereunder pursuant to Clause 55.1 or the expiry of the Charter Period, the Charterers shall irrevocably continue to comply with their obligations under this Charter, including the payment of all amounts payable under this Charter and the Transaction Documents (including the Termination Sum) and/or compliance with the Owners' request for redelivery of the Vessel under Clause 59 (Redelivery).

55.5 For the purpose of securing to the Owners the due and punctual performance by the Charterers of its obligations under this Charter and any Transaction Documents to which it is a party, the Charterers hereby irrevocably and by way of security appoints the Owners as its attorney on its behalf and in its name or otherwise to execute or sign any document and do any act or thing which it is obliged to do under this Charter or any Transaction Documents to which it is a party, provided that this power of attorney shall only be capable of being exercised by the Owners until the occurrence of a Termination Event which is continuing.

55.6 Upon the expiry of the Charter Period or this Charter is terminated and upon full payment to the satisfaction of the Owners of the End Charterhire (in case of the expiry of the Charter Period) or the Termination Sum (in case of termination of the Charter) and all other amounts payable by the Charterers to the Owners under the Transaction Documents, the Owners shall, for a consideration of US$1, transfer to the Charterers (or its nominee) all of the Owners' rights, title and interest in the Vessel based on such Memorandum of Agreement in form and substance substantially the same as Norwegian Sale Form 2012 (or any updated version of the same) to be agreed and executed by the Owners and the Charterers and subject to the terms under Clauses 43.3, 43.4 and 43.5. The transfer of ownership of the Vessel referred to in this Clause shall constitute the "Sale to the Charterers".

55.7 If the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), whether or not the Vessel has been delivered to the Charterers:

(a) subject to Clause 55.7A (Charterers' right of first refusal), the Owners shall be entitled (but not bound) to sell the Vessel, without the Charterers' consent, for such price and on such terms and conditions as it may, in its absolute discretion, think fit; and

(b) the gross proceeds of the sale of the Vessel received by the Owners (the "Gross Sale Proceeds") shall, after deduction of:

(i) all evidenced expenses, disbursements, taxes and expenses whatsoever as may have been incurred by the Owners in respect of the sale of the Vessel; and

(ii) any outstanding Termination Sum (in the case of Clause 55.1(b)) or any amounts payable under the Transaction Documents (in the case of Clause 55.1(a) or 55.3),

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be retained by the Owners, only to be paid to the Charterers within fifteen (15) Banking Days after each of the Associated BBCs have terminated and all amounts payable to the Associated Owners under the Associated Transaction Documents have been duly received by the Associated Owners.

If the Gross Sale Proceeds are not sufficient to cover the amounts set out in sub-paragraphs (i) and (ii) above in full, the Charterers shall remain liable for the shortfall according to the terms of this Charter.

55.8 A Charterers' right of first refusal. If the Owners exercise its right to sell the Vessel pursuant to Clause 55.7 through private sale (instead of public auction), the Owners are obliged to notify the Charterers in writing of the proposed sale price (the "Proposed Price") and the proposed terms and conditions (the "Proposed Terms") offered by any third party to the Owners, and, provided that no Termination Event (as defined in the Associated BBCs) has occurred and is continuing, the Charterers shall have the right to purchase (or nominate a purchaser controlled by the Permitted Holders to purchase) the Vessel, to be exercised by the Charterers by written notice to the Owners within three (3) Banking Days of the Charterer's receipt of the said notice:-

(a) at a price no less than the sum of the amounts set out in Clause 55.7(b)(i) and (ii); and

(b) on such terms and conditions, each no less favourable to the Owners than the corresponding term or condition in the Proposed Terms or the Norwegian Sale Form 2012 (or any updated version of the same) (whichever is more favourable to the Owners),

and in any event subject to the requirements set out in Clauses 43.3 43.4 and 43.5.

55.9 If the Vessel has already been delivered to the Charterers and the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), the Owners shall be entitled (but not bound) to retain ownership title to the Vessel by declaration in writing to the Charterers:-

(a) declaring that the Owners shall retain ownership of the Vessel pursuant to this Clause;

(b) setting out the Market Value as of the Termination Date (in case of Clause 55.1) or as of the expiry of the Charter Period (in case of Clause 55.3); and

(c) setting out the difference between the Market Value and the Termination Sum (in the case of Clause 55.1(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3).

If the Market Value as of the Termination Date (in case of Clause 55.1) or the expiry of the Charter Period (in case of Clause 55.3) is less than the Termination Sum (in the

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case of Clause 55.1(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3), the Charterers shall remain liable to pay to the Owners such difference according to the terms of this Charter.

55A. OWNERS' DEFAULT

(a) If, in the absence of any Termination Event which is continuing, the Vessel is arrested or otherwise detained as a result of the Owners' direct actions or omissions, the Owners shall at their own expense take all reasonable steps, including the provision of bail, to procure that the Vessel is released within a reasonable period of time.

(b) If any arrest or detention of the Vessel referred to in paragraph (a) above continues for a period of more than forty-five (45) days, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the notice period required under Clause 53.2(a) shall be shortened to ten (10) Banking Days before the date on which the Sale to the Charterers is intended to occur;

(ii) the requirement under Clause 53.2(b) shall not apply; and

(iii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b), (c) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

(c) Upon the termination of this Charter and the Sale to the Charterers pursuant to the procedure set out above, any liabilities and obligations of the Owners to the Charterers under the Transaction Documents, at law or otherwise shall be extinguished and fully discharged. The Parties agree that the Charterers' remedies in respect of any breach by the Owners of the Transaction Documents shall be limited to those set out in this Clause 55A.

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56. FEES, COSTS AND EXPENSES

56.1 Upfront Fee. The Charterers shall pay the Owners a non-refundable upfront fee (the "Upfront Fee") pursuant to the terms of the Fee Letter.

56.2 Transaction expenses. The Charterers shall, within ten (10) Banking Days of demand, pay the Owners the amount of all properly documented costs and expenses (including legal fees) reasonably incurred by the Owners in connection with:-

(a) the negotiation, preparation, printing and execution of:-

(i) this Charter and any other documents referred to in this Charter;

(ii) any other Transaction Documents executed after the date of this Charter; and

(b) delivery of the Vessel under the MOA and this Charter.

56.3 Amendment costs. If an Obligor requests an amendment, waiver or consent, the Charterers shall, within ten (10) Banking Days of demand, reimburse the Owners for the amount of all costs and expenses (including legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement.

56.4 Enforcement costs. The Charterers shall, within three (3) Banking Days of demand, pay to the Owners the amount of all costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Transaction Document.

57. ASSIGNMENT AND SET-OFF

57.1 This Charter shall be binding upon and enure for the benefit of the Owners and the Charterers and their respective successors and permitted assigns.

57.2 The Charterers shall not be entitled to assign or transfer any of their rights or obligations under this Charter, unless with the prior written consent of the Owners.

57.3 In addition to the right of the Owners to assign or transfer under Clause 42 and 43, the Owners may at any time assign or transfer any or all of its rights and/or obligations under this Charter and/or the other Transaction Documents to any bank, financial institution, trust, fund or other entity (or their nominees) without the prior consent of the Charterers. ICBC Financial Leasing Co., Ltd. may at any time after the Actual Delivery Date assign or transfer its ownership in the Owners to any of the aforementioned entities without the prior written consent of the Charterers. For the avoidance of doubt, any such assignment or transfer shall (i) be at the Owners' cost, (ii) not affect the Charterers' right of quiet enjoyment of the Vessel under this Charter and (iii) shall not result in any additional cost, liabilities or undertakings on the part of Charterers. The Charterers shall,

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at the cost of the Owners, provide reasonable assistance in effecting any such transfer or assignment, including to enter into (and procure the other Obligors to enter into) novations, transfer agreements and acknowledgements of notices.

57.4 Without prejudice to any right of set-off, combination of accounts, lien or other rights which the Owners are at any time entitled whether by operation of law or contract or otherwise, the Owners may (but shall not be obliged to) set off against any obligation of the Charterers due and payable by it hereunder without prior notice any moneys held by the Owners for the account of the Charterers at any office of the Owners anywhere and in any currency. The Owners may effect such currency exchanges as are appropriate to implement such set-off and shall provide notice to the Charterers after such set-off.

58. CONFIDENTIALTY

58.1 The Owners and the Charterers agree (and the Charterers shall procure the Obligors and the members of the Group to) keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 58.2 and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

58.2 A receiving party of any Confidential Information may disclose such Confidential Information:

(a) to its board of directors, officers and employees (on a need to know basis), shareholders, tax legal financial and other professional advisors and rating agencies;

(b) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(c) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(d) in the case of the Owners as the receiving party of such Confidential Information, to any person:

(i) to any actual or potential financier providing funding for the acquisition or refinancing of the Vessel;

(ii) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Transaction Documents and to any of that person's Affiliates, representatives and professional advisers;

(iii) to whom ICBCL Financial Leasing Co., Ltd. assigns or transfers (or

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may potentially assign or transfer) its shareholding in the Owners pursuant to Clause 57.3;

(e) in the case of the Charterers, any other Obligor or any member of the Group being the receiving party of such Confidential Information, to the classification society and the Flag State as may be necessary in connect with the transaction contemplated under the Transaction Documents;

(f) to any other party to the Transaction Documents; or

(g) with the prior written consent of the disclosing party.

59. REDELIVERY

59.1 Upon termination or expiry of this Charter, unless there is a Sale to the Charterers, the Owners shall have the right (but not bound) to require the Charterers to redeliver the Vessel to the Owners within thirty (30) days from the Termination Date or the expiry of the Charter Period:

(a) at the Vessel's current or next port of call, or at a port or place convenient to them without hindrance or interference to the Charterers, courts or local authorities; and

(b) with her class maintained without any conditions or recommendation; and

(c) free of average damage affecting the Vessel's class; and

(d) with all the Vessel's classification, trading, national and international certificates that the Vessel had when she was delivered under this Charter and the log book and whatsoever necessary relating to the operation of the Vessel, valid and un-extended without conditions or recommendation falling due for a minimum of three (3) months from the time of redelivery; and

(e) in the same or as good structure, state, condition and class as that in which she was deemed delivered under Clauses 3, 33 and 34 fair wear and tear not affecting class excepted; and

(f) with all such spare parts and other equipment she had at the time of delivery under this Charter together with all alterations made to the Vessel during the Charter Period without any cost to the Owners; and

(g) with all information generated during the Charter Period in respect of the physical condition of the Vessel onboard the Vessel and within the Charterers' possession.

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59.2 The Charterers shall give the Owners not less than thirty (30) days' notices of the expected geographical range of redelivery.

59.3 Pending physical repossession of the Vessel in accordance with Clause 59.1, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

60. COMMUNICATIONS

60.1 Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, email address (if any) or fax number appearing below (or at such other address, email address or fax number as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Owners:
Address:	c/o ICBC Financial Leasing Co., Ltd.
	10/F, Bank of Beijing Building, l 7(C) Jinrong Street Xicheng District, Beijing, People's Republic of China
Email:	kouguangchao@icbcleasing.com
Attn:	Mr. Kevin Kou
Fax:	n/a
In the case of the Charterers:
Address:	c/o TMS Bulkers Ltd.
	Athens Licensed Shipping Office 11 Fragkokklisias Street, GR 151 25 Marousi, Athens, Greece
Email:	finance@tms-management.org
Attn:	Mr. Dimitris Glynos
Fax:	+30 210 8090205
Tel:	+30 216 2006213

A written notice includes a notice by email (if the recipient has provided its email address as an official mode of communication to the sender). Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email within twenty-four (24) hours of sending the relevant email or a delivery receipt message is received by the sender in respect of the relevant email. Facsimile acknowledged by the answerbacks shall be deemed to be delivered upon dispatch.

60.2 All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

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61. MISCELLANEOUS

61.1 Time shall be of the essence of this Charter but no failure or delay on the part of any party to this Charter to exercise any power, right or remedy under any Transaction Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by any party to this Charter of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

61.2 any amendment or waiver of any provision of this Charter or any other Transaction Documents shall only be effective if the Owners and the Charterers so agree in writing. Any consent by the Owners under this Charter or any Transaction Document must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Owners and shall be effective only in the instance and for the purpose for which it is given.

61.3 The remedies provided in this Charter and any Transaction Document are cumulative and are not exclusive of any remedies provided by law.

61.4 If any provision of this Charter and any Transaction Document is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

61.5 This Charter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Charter by signing any such counterpart.

61.6 Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

61.7 In the event of any inconsistency in the terms set out in Part I and Part II of this Charter and the Additional Clauses (i.e. Clauses 32 to 62 and Schedules 1 to 5) of this Charter, then the terms of the Additional Clauses shall prevail.

62. LAW AND DISPUTE RESOLUTION

62.1 This Charter and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

62.2
(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Charter (including any dispute regarding the existence, validity or termination of this Charter) (a "Dispute").

(b) The Owners and the Charterers agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

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(c) This Clause 62.2 is for the benefit of the Owners only. As a result, the Owners shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

62.3 The Charterers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

62.4 Without prejudice to any other mode of service allowed under any relevant law, the Charterers:-

(a) irrevocably appoints Ince Process Agents Limited of 2 Leman Street, London E1 8QN, London, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Transaction Document to which it is a party; and

(b) agrees that failure by the process agent to notify the Charterers of the process will not invalidate the proceedings concerned.

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SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	Fixed Charterhire (US$)
		Morandi
1.	Actual Delivery Date	19,000,000 (the "Advance Charterhire Amount")
2.	Date falling 3 months after the Actual Delivery Date	316,667
3.	Date falling 6 months after the Actual Delivery Date	316,667
4.	Date falling 9 months after the Actual Delivery Date	316,667
5.	Date falling 12 months after the Actual Delivery Date	316,667
6.	Date falling 15 months after the Actual Delivery Date	316,667
7.	Date falling 18 months after the Actual Delivery Date	316,667
8.	Date falling 21 months after the Actual Delivery Date	316,667
9.	Date falling 24 months after the Actual Delivery Date	316,667
10.	Date falling 27 months after the Actual Delivery Date	316,667
11.	Date falling 30 months after the Actual Delivery Date	316,667
12.	Date falling 33 months after the Actual Delivery Date	316,667
13.	Date falling 36 months after the Actual Delivery Date	316,667
14.	Date falling 39 months after the Actual Delivery Date	316,667
15.	Date falling 42 months after the Actual Delivery Date	316,667
16.	Date falling 45 months after the Actual Delivery Date	316,667
17.	Date falling 48 months after the Actual Delivery Date	316,667
18.	Date falling 51 months after the Actual Delivery Date	316,667
19.	Date falling 54 months after the Actual Delivery Date	316,667
20.	Date falling 57 months after the Actual Delivery Date	316,667
21.	Date falling 60 months after the Actual Delivery Date	316,667

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22.	Date falling 63 months after the Actual Delivery Date	316,667
23.	Date falling 66 months after the Actual Delivery Date	316,667
24.	Date falling 69 months after the Actual Delivery Date	316,667
25.	Date falling 72 months after the Actual Delivery Date	316,667
26.	Date falling 75 months after the Actual Delivery Date	316,667
27.	Date falling 78 months after the Actual Delivery Date	316,667
28.	Date falling 81 months after .the Actual Delivery Date	316,667
29.	Date falling 84 months after the Actual Delivery Date	316,667
30.	Date falling 87 months after the Actual Delivery Date	316,667
31.	Date falling 90 months after the Actual Delivery Date	316,667
32.	Date falling 93 months after the Actual Delivery Date	316,667
33.	Date falling 96 months after the Actual Delivery Date	9,183,323 (the "End Charterhire Amount")
Total Fixed Charterhire Payable (i.e. the Charterhire Principal)		38,000,000

Notes:

(a)The above dates are subject to adjustment pursuant to Clause 38.1(c).

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SCHEDULE 2

INTEREST RELATED PROVISIONS

AINTEREST RATE

1 Subject to the provisions of this Section A, the rate of interest on the Charterhire Principal Balance in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.

2 The Owners shall notify the Charterers of each rate of interest as soon as reasonably practicable after each is determined by the Owners.

3Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) Dollars; or

(ii) an Interest Period and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of 11 a.m. (London time) on the Quotation Date and for a period equal in length to that Interest Period.

(c) Cost of funds: If sub-paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period, there shall be no LIBOR and paragraph 6 (Cost of funds) shall apply to that Interest Period.

4 Calculation of Reference Bank Rate

(a) Subject to sub-paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by or about noon (London time) on the Quotation Date, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon (London time) on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

5 Market disruption and discontinuance of LIBOR

(a) If the Owners have obtained refinancing from the Mortgagee, and the interest rate under the refinancing is adjusted pursuant to the terms thereof due to the funding cost of the Mortgagee (which, for this purpose, includes any participating bank in the refinancing loan) being in excess of LIBOR, then paragraph 6 (Cost of funds) shall apply for the relevant Interest Period.

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(b) If it becomes apparent to the parties hereto that the Screen Rate for LIBOR will be discontinued indefinitely in the London interbank market, if the Owners so requires (such request to be made no earlier than ninety (90) days before the scheduled date of such discontinuance of LIBOR), the Owners and the Charterers shall enter into negotiations with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis so agreed shall be binding on the Owners and the Charterers.

6Cost of funds

(a) If this paragraph 6 applies, the rate of interest for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified by the Owners to the Charterers as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum either (I) the cost of funding of the Mortgagee as may be notified by the Mortgagee to the Owners from time to time or (2) (if the Owners have not obtained any refinancing from a Mortgagee), the cost of funding of banks generally as may be reasonably determined by the Owners with reference to cost of funding notified to the Owners' Affiliates by their lenders from time to time.

(b) If this paragraph 6 applies and Owners or the Charterers so requires, Owners and the Charterers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall be binding on the Owners and the Charterers.

(d) If the rate of interest is determined in accordance with paragraph (a) above for two (2) or more consecutive Interest Periods, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the requirement under Clause 53.2(b) shall not apply; and

(ii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

BINTEREST PERIOD

1 The first Interest Period applicable to the Charterhire Principal Balance shall commence on the Actual Delivery Date and subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

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2 Subject to the other Clauses in this section, each Interest Period shall be three (3) months or such other period as notified by the Owners to the Charterers. No Interest Period shall overrun a Payment Date and shall instead end of such Payment Date.

3 In respect of an instalment of the Fixed Charterhire due to be paid under Clause 37 (Charterhire) on a particular Payment Date, an Interest Period shall end on that Payment Date.

CDEFAULT INTEREST

1 An Obligor shall pay interest in accordance with the following provisions of this Section C on any amount payable by that Obligor under any Transaction Document which the Owners do not receive on or before the relevant date, that is:

(a) the date on which such Transaction Document provides that such amount is due for payment; or

(b) if such Transaction Document provides that such amount is payable on demand, the date falling three (3) Banking Days after the day on which the demand is served; or

(c) if such amount has become forthwith due and payable under Clause 55.1, the date on which it becomes forthwith due and payable.

2 Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Owners to be eight percent (8%) above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted part of the Charterhire Principal Balance in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Owners acting reasonably.

3 If any overdue amount consists of all or part of the Fixed Charterhire which became due on a day which was not the last day of an Interest Period relating to the Charterhire Principal Balance:-

(a) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Charterhire Principal Balance; and

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be six percent (6%) higher than the rate which would have applied if the overdue amount had not become due.

4 The Owners shall promptly notify the Charterers of each interest rate determined under paragraph 3 above and of each Interest Period selected for the purposes of paragraph 2; but this shall not be taken to imply that the Charterers are liable to pay such interest only with effect from the date of the Owners' notification.

5 Subject to the other provisions of this Charter, any interest due under this Section C shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Owner.

6 Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

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SCHEDULE 3

FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER BAREBOAT CHARTER FOR M.V. "MORANDI"

m.v. "Morandi" with IMO no. 9627837 (the "Vessel") was delivered to and accepted by Meltemi Owners Inc. as charterers of the Vessel, pursuant to the Bareboat Charter dated [•] and made with Hai Kuo Shipping 1625 Limited as Owners of the Vessel, at[•] hours([•] Time) on[•] at[•].

for and on behalf of Meltemi Owners Inc.	for and on behalf of Hai Kuo Shipping 1625 Limited
Name: Title:	Name: Title:

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SCHEDULE 4

AMOUNTS UNDER PARAGRAPH (b) OF

THE DEFINITION OF TERMINATION SUM

	Time period during which this Charter is terminated		Amount (US$)
	Start Date (inclusive)	End Date (exclusive)	Morandi
1.	Actual Delivery Date	Date falling 3 months after the Actual Delivery Date	19,475,000
2.	Date falling 3 months after the Actual Delivery Date	Date falling 6 months after the Actual Delivery Date	19,150,416
3.	Date falling 6 months after the Actual Delivery Date	Date falling 9 months after the Actual Delivery Date	18,825,833
4.	Date falling 9 months after the Actual Delivery Date	Date falling 12 months after the Actual Delivery Date	18,501,249
5.	Date falling 12 months after the Actual Delivery Date	Date falling 15 months after the Actual Delivery Date	18,176,665
6.	Date falling 15 months after the Actual Delivery Date	Date falling 18 months after the Actual Delivery Date	17,852,082
7.	Date falling 18 months after the Actual Delivery Date	Date falling 21 months after the Actual Delivery Date	17,527,498
8.	Date falling 21 months after the Actual Delivery Date	Date falling 24 months after the Actual Delivery Date	17,202,914
9.	Date falling 24 months after the Actual Delivery Date	Date falling 27 months after the Actual Delivery Date	16,878,331
10.	Date falling 27 months after the Actual Delivery Date	Date falling 30 months after the Actual Delivery Date	16,553,747
11.	Date falling 30 months after the Actual Delivery Date	Date falling 33 months after the Actual Delivery Date	16,229,163
12.	Date falling 33 months after the Actual Delivery Date	Date falling 36 months after the Actual Delivery Date	15,904,580
13.	Date falling 36 months after the Actual Delivery Date	Date falling 39 months after the Actual Delivery Date	15,579,996
14.	Date falling 39 months after the Actual Delivery Date	Date falling 42 months after the Actual Delivery Date	15,255,412

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15.	Date falling 42 months after the Actual Delivery Date	Date falling 45 months after the Actual Delivery Date	14,930,829
16.	Date falling 45 months after the Actual Delivery Date	Date falling 48 months after the Actual Delivery Date	14,606,245
17.	Date falling 48 months after the Actual Delivery Date	Date falling 51 months after the Actual Delivery Date	14,281,661
18.	Date falling 51 months after the Actual Delivery Date	Date falling 54 months after the Actual Delivery Date	13,957,078
19.	Date falling 54 months after the Actual Delivery Date	Date falling 57 months after the Actual Delivery Date	13,632,494
20.	Date falling 57 months after the Actual Delivery Date	Date falling 60 months after the Actual Delivery Date	13,307,910
21.	Date falling 60 months after the Actual Delivery Date	Date falling 63 months after the Actual Delivery Date	12,983,327
22.	Date falling 63 months after the Actual Delivery Date	Date falling 66 months after the Actual Delivery Date	12,658,743
23.	Date falling 66 months after the Actual Delivery Date	Date falling 69 months after the Actual Delivery Date	12,334,159
24.	Date falling 69 months after the Actual Delivery Date	Date falling 72 months after the Actual Delivery Date	12,009,575
25.	Date falling 72 months after the Actual Delivery Date	Date falling 75 months after the Actual Delivery Date	11,684,992
26.	Date falling 75 months after the Actual Delivery Date	Date falling 78 months after the Actual Delivery Date	11,360,408
27.	Date falling 78 months after the Actual Delivery Date	Date falling 81 months after the Actual Delivery Date	11,035,824
28.	Date falling 81 months after the Actual Delivery Date	Date falling 84 months after the Actual Delivery Date	10,711,241
29.	Date falling 84 months after the Actual Delivery Date	Date falling 87 months after the Actual Delivery Date	10,386,657
30.	Date falling 87 months after the Actual Delivery Date	Date falling 90 months after the Actual Delivery Date	10,062,073
31.	Date falling 90 months after the Actual Delivery Date	Date falling 93 months after the Actual Delivery Date	9,737,490
32.	Date falling 93 months after the Actual Delivery Date	Date falling 96 months after the Actual Delivery Date	9,412,906

- 84 -

33. On or after the date falling 96 months after the Actual Delivery Date 0

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SCHEDULE 5

EXISTING LEGAL PROCEEDINGS

1. An investigation was carried out by Chinese authorities in connection with an alleged collision of the vessel Catalina with a fishing boat while enroute to Indonesia on May 7, 2016. The vessel remained detained in Ningbo, China and was released during July 2016. Following determination of the Chinese Maritime authorities on the apportionment of inter ship liability, the P&I Club proceeded with the settlement of the property damage claim of the owners of the fishing boat. Crew claims were separately settled by such club. The criminal proceedings in relation to such case are now closed.

2. HPOR Servicos De Consultaria Ltda ("HPOR") on September 1, 2016 commenced London arbitration references against, among others, the Guarantor, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, the Guarantor for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. The Guarantor is disputing such allegations and have counterclaimed repayment of the commission already paid to HPOR. On March 7, 2018, the Tribunal issued awards in each of the references disallowing HPOR's claims and allowing the counterclaims brought by the Guarantor. HPOR has since filed an application with the Court of Appeals in the U.K. for leave to appeal the arbitration awards.

3. On July 4, 2017, the Guarantor announced that the Guarantor and Mr. Economou had been named as defendants in a lawsuit filed in High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest. The plaintiff sought, among other things, a temporary restraining order and preliminary injunction to suspend any further issuances of our new shares of commons stock by the Guarantor at a price per share below the price specified by the plaintiff in the complaint, as well as certain other compensatory and punitive damages specified in the complaint. On July 24, 2017, the High Court of the Marshall Islands (the "Court") issued an order denying plaintiff’s motion for a preliminary injunction. On August 10, 2017, the plaintiff filed a first amended complaint that added a new plaintiff, and was styled as a direct action only, alleging three new counts for breach of fiduciary duties and constructive fraud, and removing certain of the counts asserted in the original complaint. The plaintiffs requested to proceed pro se and on August 16, 2017, the Court granted a motion to withdraw filed by plaintiffs' counsel. On August 22, 2017, now acting pro se, plaintiffs filed a motion for leave to file a second amended complaint, making certain changes to the allegations of the first amended complaint and propounding an additional count for breach of fiduciary duties. The most recent complaint seeks compensatory damages of $1.56 million and treble punitive damages of $4.68 million against Mr. Economou, and requests injunctive and equitable relief against the Guarantor. The Guarantor and Mr. Economou believe the complaint, as amended, to be without merit and filed motions to dismiss the second amended complaint. At the oral argument on defendants' motions to dismiss, held on February 2, 2018, the Court announced that it was inclined to grant both motions to dismiss, and directed the parties to submit proposed orders on or before February 23, 2018. The Court stated that after the Court received and reviewed all timely proposed orders, it would issue final decisions in writing. On February 26, 2018, plaintiff filed a motion for voluntary dismissal without prejudice. On March 6, 2018, defendants filed a joint opposition to plaintiff's motion for voluntary dismissal and moved to strike plaintiff’s notice of dismissal and for the entry of dismissal with prejudice, which plaintiff

- 86 -

opposed. The Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiff filed a new action in the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.). To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and intend to contest the allegations in the Texas action.

4. On August 2, 2017, a purported class action complaint was filed in the United States District Court for the Eastern District of New York (No. 17-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, the Guarantor and two of the Guarantor's executive officers. The complaint alleges that the Guarantor and two of our executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Guarantor will respond to the complaint by the appropriate deadline to be set in the future, which is presently set at May 25, 2018. To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and plan to vigorously defend themselves against the allegations.

5. On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017-198) by certain Ocean Rig Creditors against, among others, the Guarantor and two of its executive officers (who currently are directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(1), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. The Guarantor (and all other defendants) moved to dismiss the case on October 31, 2017, and the motion has been briefed. In a scheduling conference held on February 14, 2018 in the Marshall Islands, the Court scheduled oral argument to proceed on June 6, 2018. The Guarantor is not in a position at this time to express an opinion as to the ultimate outcome of this matter, or to provide an estimate on the amount or range of any potential loss. To the best of the Guarantor's knowledge after making due enquiry and investigation, the allegations are frivolous and without merit.

Ocean Rig has funded a preserved claims trust (the "PCT"). The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig Creditors. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all of the scheme creditors in the restructuring.

The Guarantor received a subpoena from the US Securities and Exchange Commission requesting certain documents and information from the Guarantor in connection with offerings made by the Guarantor between June 2016 and July 2017. The Guarantor is providing the requested information to the SEC.

6. During September 2017, the vessels Majorca and Marbella experienced two grounding incidents with approximately total off-hire days of 82 days and 33 days, respectively, while the total recoverable cost is estimated to be $1.8 million and $0.6 million, respectively, which will be covered by the Guarantor's H&M insurers.

Notes:

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a. None of the above-stated legal proceedings have any connection with the Vessel or the Obligors (other than the Guarantor).

b. None of the above-stated legal proceedings would potentially attract criminal or other liability other than pecuniary civil liability.

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SIGNATURE PAGE

OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1625 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
/s/ Vesta Chan
Signature of witness:
Name:  Vesta Chan
Title:

CHARTERERS
EXECUTED and DELIVERED as a DEED	)
for and on behalf of	)
MELTEMI OWNERS INC.	)
by its duly appointed attorney-in-fact	)
	)
pursuant to its power of attorney	)
dated	)
in the presence of	)
Signature of witness:
Name:
Title:

- 89 -

SIGNATURE PAGE

OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1625 LIMITED	)
by its duly appointed attorney-in-fact	)
	)
pursuant to its power of attorney	)
dated	)
in the presence of	)
Signature of witness:
Name:
Title:

CHARTERERSs
EXECUTED and DELIVERED as a DEED	)
for and on behalf of	)
MELTEMI OWNERS INC.	)
By its duly appointed attorney-in-fact	)
Savvar Tournis	)	/s/ Savvas Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
/s/ Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Title:  Attorney-at-Law
52 Ag. Konstantinou Street – 151 24 Marousi Athens, Greece Tel:  +30 210 6140580

- 89 -

EX-4.103

Exhibit 4.103

ADDITIONAL  CLAUSES

to the Bareboat Charter dated      4 May       2018

between

HAI KUO SHIPPING 1626 LIMITED

(as Owners)

and

AQUARIUS OWNERS INC.

(as Charterers)

in respect of

m.v. "Nasaka"

DEFINITIONS AND INTERPRETATION

32.1 In this Charter,  unless the context  otherwise requires, the following expressions shall have the following meanings:

"Account Bank" means ABN AMRO BANK N.V.;

"Account Pledge" means the first priority pledge agreement over the  Earnings Account and the Debt Service Retention Account entered or to be entered into by the Charterers in favour of the Owners, in form agreed between the Parties;

"Actual Delivery Date" has the meaning given to it in Clause 33.1 of this Charter;

"Advance Charterhire" has the meaning given to it in Schedule 1 (Payment  Dates and  Fixed Charterhire);

"Affiliates" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

"Approved Brokers" has the meaning given to it in Clause 49.l of this Charter;

"Approved Manager" means TMS Bulkers Ltd., a corporation  incorporated  under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, or such other company appointed by the Charterers as the technical and commercial manager of the Vessel with the Owners' prior written consent or in accordance with Clause 48.1 (Approved Manager);

1

"Approved Valuer"means any of Braemar ACM Shipbroking, Fearnleys Shipping AS, Lorentzen & Stemoco AS, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd (SSY), VesselsValue Ltd, Arrow Valuations Ltd., Compass Maritime Services, LLC, Barry Rogliano and Salles (BRS), Golden Destiny S.A., Galbraiths Limited Shipbrokers, Howe Robinson, Maersk Brokers or such other international independent and reputable ship sale and purchase shipbroker as may from time to time be appointed by the Owners acting reasonably;

"Assignment of Charter"has the meaning given to such term in Clause 48.15(b) (Restrictions on sub-chartering, appointment of managers etc.);

"Assignment of Management Agreement"means the first priority deed of assignment of the Management Agreement, executed or to be executed by the Charterers as assignor and the Owners as assignee, being in form agreed between the Parties;

"Associated  BBCs"has the meaning  given to it in the Intercreditor  Deed;

"Associated Charterers"has the meaning given to it in the Intercreditor Deed;

"Associated Obligors"has the meaning given to it in the Intercreditor Deed;

"Associated Owners"has the meaning given to it in the Intercreditor Deed;

"Associated Transaction Documents"has the meaning given to it in the Intercreditor Deed;

"Associated Vessels"has the meaning given to it in the Intercreditor Deed;

"Authorisation"means:

(a) an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or

(b) in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action;

"Banking Day"means a day (other than a Saturday or a Sunday) on which banks are generally open for business in (i) Athens and Beijing; (ii) in relation to a day on which a payment is to be made or calculated in Dollars, Athens, New York and Beijing; and (iii) in relation to any matter relating to LIBOR (including the Quotation Date), London;

"Breakage Costs"means all costs (including without limitation any funding, foreign exchange or other losses (whether constituting a loss of profit, loss of contract, loss of revenue or otherwise) or any expense, premium or penalty, but excluding any loss of profit on the portion of the Variable Charterhire attributable to the Margin) which the Owners sustains or incurs in respect of any liquidation,  prepayment  or redeployment of funds borrowed, contracted for or utilised to fund the Owners in connection with its

2

acquisition, financing or the refinancing, and disposal of the Vessel, including without limitation such costs incurred as a consequence of:-

(a) the Owners terminating this Charter pursuant to the terms hereof; and/or

(b) the lease of the Vessel under this Charter being prevented or terminated early due to the occurrence of a Termination Event or Total Loss; and/or

(c) any prepayment of the Charterhire Principal Balance pursuant to Clause 52.2(b); and/or

(d) the exercise of the Call Option by the Charterers;

"Call Option"has the meaning given to it in Clause 53 of this Charter;

"Call Option Price"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers takes place; and

(b) One Hundred Point Five percent (100.5%) of the Charterhire  Principal Balance as at the date on which the Sale to the Charterers takes place;

"Charterers"means Aquarius Owners Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Charterhire"means, in respect of each or, as the context may require, any Payment Date, the aggregate amount of the Fixed Charterhire and the Variable Charterhire payable on each or such Payment Date in accordance with Clause 37;

"Charterhire Principal"means Twenty-Four Million Dollars only (US$24,000,000), being the aggregate amount of Fixed Charterhire payable on the Payment Dates under this Charter;

"Charterhire Principal Balance"means the Charterhire Principal as may be reduced by payments or prepayments of Fixed Charterhire by the Charterers to the Owners under this Charter;

"Charter Period"has the meaning given to it in Clause 36.1 of this Charter;

"Classification Society"means the classification society as named in Box 10, or any other classification society notified by the Charterers to the Owners which is a member of the International Association of Classification Societies and with the Owners' prior written consent;

"Code"means the US Internal Revenue Code of 1986, as amended, supplemented or replaced from time to time;

3

"Confidential Information"means:-

(a) where the Owners are the receiving party, all information relating to the Charterers, any Obligor, the Group and/or the Relevant Documents of which the Owners become aware in its capacity as, or for the purpose of becoming, the Owners which is received by the Owners in relation to, or for the purpose of becoming the Owners under, the Transaction Documents from any Obligor or member of the Group or any of its advisers; or

(b) where the Charterers or any Obligor is the receiving party, all information relating to the Owners and its affiliates of which the Charterer or any Obligor becomes aware in its capacity as, or for the purpose of becoming, the Charterers which is received by the Owners in relation to, or for the purpose of becoming an Obligor under, the Transaction Documents from the Charterers  or any of its affiliates or advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information, but excludes information that:

(i) is or becomes public information other than as a direct or indirect result of any breach by the receiving party of Clause 58.1; or

(ii) is identified in writing at the time of delivery as non-confidential by the disclosing party or any of its advisers; or

(iii) is known by the receiving party before the date the information is disclosed  to it in accordance with this definition or is lawfully obtained by the receiving party after that date, from a source which is, as far as the receiving party is aware, unconnected with the disclosing party and which, in either case, as far as the receiving party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

"Debt Service Retention Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL27ABNA0818851376.

"Disruption Event"means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the lease of the Vessel  (or otherwise in order for the transactions contemplated by the Transaction Documents to be carried out) which disruption is not caused  by, and is beyond the control  of, any of the Parties; and

4

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Transaction Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Transaction Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted;

"Dollars"and "US$"means the lawful currency for the time being of the United States of America;

"Earnings Account"means a USD account of the Charterers opened or to be opened with the Account Bank, with account number NL07ABNA0817696660.

"Encumbrance"means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, security interest or other encumbrance of any kind in each case, securing or conferring any priority of payment in respect of any obligation of any person and includes any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any applicable law;

"End Charterhire"has the meaning given to such term in Schedule 1 (Payment Dates and Fixed Charterhire);

"Environmental Approvals"means all material approvals, licences, permits, exemptions or authorisations required under applicable Environmental Laws;

"Environmental Claim"means:

(a) any claim by, or directive from, any applicable governmental, judicial or other regulatory authority alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident; or

(b) any claim by any other third party howsoever relating to or arising out of Environmental Incident;

and, in each such case, "claim"shall means a claim for damages, cleanup costs, compliance, remedial action or otherwise;

"Environmental Incident"means:

(a) any release of Environmentally Sensitive Material from the Vessel;

5

(b) any incident in which Environmentally Sensitive Material is released from a vessel other than the Vessel and where the Vessel is actually or potentially liable to be arrested as a result and/or the Charterers or the Approved Manager or any manager of the Vessel are actually or allegedly at fault or otherwise liable;

"Environmental Laws"means all laws, regulations, proclamations, orders, conventions and agreements whatsoever relating to pollution or protection of the environment (including, without limitation International Convention on Civil Liability for Oil Pollution Damage, the United States Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time, the "Oil Pollution Act"), United States Comprehensive Environmental Responses, Compensation and Liability Act and any comparable United States federal laws or laws of the individual States of the United States of America) all as amended or supplemented from time to time;

"Environmentally Sensitive Material"means oil, oil products, any other substance which is polluting, toxic or hazardous or any substance the release of which into the environment is regulated, prohibited or penalised by or pursuant to any Environmental Laws;

"Fee Letter"means the fee letter entered or to be entered into between the Owners and the Charterers in respect of the payment of Upfront Fee, such letter to be in form agreed between the Parties;

"FATCA"means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any  other  jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

"FATCA Deduction"means a deduction or withholding from a payment under a Transaction Document required by FATCA;

"FATCA Exempt Party"means a Party that is entitled to receive payments free from any FATCA Deduction;

"FATCA FFI"means a foreign financial institution as defined  in section 1471(d)(4) of the Code which, if the Owners are not a FATCA Exempt Party, could be required to make a FATCA Deduction;

"Financial Indebtedness"means any indebtedness for or in respect of:

(a) moneys borrowed;

6

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

"Fixed Charterhire"means the amounts set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column "Fixed Charterhire";

"Flag State"means (i) in respect of ownership title registration, the Marshall Islands and (ii) in respect of bareboat charter registration, Malta, or such other flag state of the Vessel as may be changed according to Clause 44.2;

"GAAP"means generally accepted accounting principles as effective from time to time in the United States of America;

"General Assignment"means the general assignment and subordination, incorporating:-

(a) a first priority deed of assignment of:-

(i) the Charterers' rights and interests in the Vessel's earnings, insurances and requisition compensation  and certain contracts of the Charterers; and

(ii) the Approved Manager's rights and interests in the Vessel's insurances; and

(b) a subordination of indebtedness owed by the Charterers to the Approved Manager,

7

executed or to be executed by the Charterers and the Approved Manager as assignors and the Owners as assignee, in form agreed between the Parties;

"Governmental Agency"means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute);

"Group"means the Guarantor, and "member of the Group"shall be construed accordingly;

"Guarantee"means the guarantee and indemnity executed or to be executed by the Guarantor in favour of the Owners in respect of the Obligors' obligations under the Transaction Documents, being in form agreed between the parties thereto;

"Guarantor"means Dryships Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Holding Company"means, in relation to a person, any other person in respect of which it is a Subsidiary;

"Indebtedness"means any obligation for the payment or repayment of money, whether as principal or as surety, present, actual or contingent, primary, several or joint or secured or unsecured;

"Indirect Tax"means any goods and services tax, consumption tax, value added tax or any tax of a similar nature;

"Insurances"means (a) any and all contracts and/or policies of insurance required to be in place, taken out, effected and maintained according to any provisions of this Charter, by or for the benefit of the Owners and/or the Mortgagee and/or the Charterers and/or the Approved Manager (whether in the sole name or joint names of one or more of such entities or otherwise) in respect of the Vessel or otherwise howsoever in connection therein; and (b) all rights, benefits and other assets relating to, or deriving from, any of the foregoing, including claims of whatsoever nature and return of premium;

"Intercreditor Deed"means the intercreditor agreement (if any) entered or to be entered into between (i) the Owners and the Charterers in respect of the Vessel and (ii) other owners and charterers in respect of other vessels, and designated as the Intercreditor Deed by the Owners and the Obligors;

"Interest Period"means a period determined in accordance with Section B (Interest Period) of Schedule 2 (Interest Related Provisions);

"Interpolated Screen Rate"means, in relation to LIBOR, the rate (rounded  upwards to four decimal places) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest  period  (for which that Screen Rate is available) which is Jess than the period for which interest rate is to be determined; and

8

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the period for which interest rate is to be determined,

each as of 11.00am (London time) on the Quotation Date for Dollars;

"ISM Code"means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organisation and incorporated  into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant to it (and the terms "safety management system", "Safety Management Certificate"and "Document of Compliance"have the same meanings as are given to them in the ISM Code);

"ISPS Code"means the International Ship and  Port Facility  Security Code adopted by the International Maritime Organisation incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions of it and any regulations issued pursuant  to it;

"ISSC"means a valid and current  International  Ship Security Certificate  issued under the  ISPS Code;

"LIBOR"means, in relation to an Interest Period:

(a) the applicable Screen Rate as of 11 a.m. (London time) on the Quotation Date for Dollars and for a period equal in length to that Interest Period; or

(b) as otherwise determined pursuant to paragraph 3 (Unavailability of Screen Rate) of Section A (Interest Rate) to Schedule 2 (Interest Related Provisions),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero;

"Losses"means all losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature;

"Major Casualty"means any casualty to the Vessel respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible exceeds One Million only (US$l,000,000.00) or the equivalent in any other currency;

"Management Agreement"means the technical and  commercial  management agreement in respect of the Vessel executed or to be executed between the Charterers as disponent owner and the Approved Manager as manager;

"Margin"means:

(a) subject to paragraph (b) below, two point eight five percent (2.85%) per annum; and

9

(b) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), three percent (3%) per annum starting  from the Interest  Period  during which the financial statements were (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's  shareholders or (iii) made available for public inspection (whichever is earlier), and for the remaining term of this Charter;

"Market Value"means the market value of the Vessel (or any other ship provided as additional security pursuant to Clause 52 (Asset Value)), expressed in Dollars, during the relevant month as assessed by taking the average of the valuations made by two Approved Valuers, one appointed by each Party and, in the case where the difference between the two valuations is ten per cent. (10%) or more, then a third Approved Valuer shall be appointed by the Owners and the Market Value shall be calculated by taking the average of the three valuations (in all cases the expenses and costs of such valuations shall be borne by the Charterers and shall be made without inspection of the Vessel on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer during the relevant month and without the benefit of any existing charter or other contract of employment current at the time of such valuation);

"MARPOL"means the International Convention for the Prevention of Pollution from Vessels 1973 (as modified in 1978 and 1977) and includes any amendments or extensions of it and any regulations issued pursuant to it;

"Material Adverse Effect"means a material adverse effect on:-

(a) the financial conditions, assets, prospects, business or operations of any Obligor or the Group taken as a whole;

(b) the ability of any Obligor to perform its obligations under the Relevant Documents or to avoid any Termination Event;

(c) the validity or enforceability of, or the rights or remedies of the Owners under, the Relevant Documents; or

(d) the validity, legality, enforceability or priority of any Transaction Security;

"MOA'' means the memorandum of agreement in respect of the sale and purchase of the Vessel executed or to be executed by the Charterers as seller and the Owners as buyer, in a form and substance satisfactory to the Owners;

"month"means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started. If there is no such numerically corresponding date in the next or subsequent calendar month, the last day of the next or subsequent calendar month should be deemed as such numerically corresponding date;

"Mortgage"has the meaning given to it in Clause 42.2;

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"Mortgagee"has the meaning given to it in Clause 42.2;

"Mortgagee's Financial Instruments"means the Mortgage and any other security documents granted in favour of the Mortgagee to secure the financing of the Owners' acquisition of the Vessel;

"Mr. Economou"means George Economou, holder of Greek passport no. AN1300796;

"Obligors"means each of the Charterers, the Approved Manager, the Shareholder and the Guarantor, and "Obligor"means any one of them;

"Original Financial Statements"means the audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2017;

"Owners"means Hai Kuo Shipping 1626 Limited, a corporation incorporated under the laws of the Republic of the Marshall Islands, whose registered office  is  at  Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960;

"Owners' Account"means any Dollar bank account (includes any sub-account thereof) as may from time to time be notified by the Owners to the Charterers by not less than three (3) Banking Days prior written notice;

"Parties"means the Owners and the Charterers, and "Party"means any of them;

"Payment Date"means each of the dates set out in Schedule 1 (Payment Dates and Fixed Charterhire), under the column "Payment  Dates", as adjusted pursuant to Clause 38.l(c);

"Permitted Holders"means, collectively:-

(a) Mr. Economou and his direct lineal descendants;

(b) any trust, fund, foundation or other similar entity solely for the benefit of all or any of the persons referred to in paragraph (a) above; and

(c) any company, corporation or other legal entity directly or indirectly beneficially owned (in respect of 100% of its issued share capital or issued voting share capital) and controlled by any of the persons or entities referred to in paragraphs (a) and (b) above;

"Potential Termination Event"means any event or circumstance specified in Clause 54 (Termination Events) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Transaction Documents or any combination of any of the foregoing) be a Termination Event;

"Quotation Date"means:-

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(a) in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the day which is two (2) London Banking Days before the first day of that period, unless market practice differs in the London interbank market for Dollars, in which case the Quotation Date will be determined by the Owners in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Quotation Date will be the last of those days); and

(b) in relation to any Interest Period the duration of which is selected by the Owners pursuant to paragraph 2 of Section C (Default Interest) of Schedule 2 (Interest Related Provisions), such date as may be determined by the Owners (acting reasonably);

"Reference Bank Rate"means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Owners at its request by the Reference Banks as either:

(a) if:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, the rate at which the relevant  Reference  Bank  could fund  itself in the relevant currency for the relevant period with reference to the unsecured wholesale funding market;

"Reference Banks"means the London office of ICBC (London) plc, J.P. Morgan and/or any bank(s) appointed by Owners in consultation with the Charterers;

"Relevant Documents"means each of the Transaction Documents and the Management Agreement, and "Relevant Document"means any one of them;

"Relevant Jurisdiction"means in relation to an Obligor:

(a) its jurisdiction of incorporation;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security is created, or intended to be created, under the Transaction Document to which it is a party is situated (other than the jurisdiction of the ports where the Vessel may call at);

(c) any jurisdiction where it conducts its business (other than the jurisdiction of the ports where the Vessel may call at); and

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(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security created, or intended to be created, under the Transaction Documents to which it is a party;

"Restricted Party"means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions which impose punitive, restrictive or other sanctions measures on any person being domiciled or resident in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person domiciled in or organized under the laws of such country or territory; or (iii) otherwise a target of Sanctions ("target of Sanctions"signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

"Sale to the Charterers"has the meaning given to it in Clause 55.6;

"Sanctions"means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union (iv) the United Kingdom; (v) the respective national-level governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury ("OFAC"), the United States Department of State, and Her Majesty's Treasury ("HMT"); (vi) the Monetary Authority of Singapore; or (vii) the Hong Kong Monetary Authority, (together the "Sanctions Authorities");

"Sanctions List"means the "Specially Designated Nationals and Blocked  Persons" list maintained by OFAC, the Consolidated List of Financial Sanctions  Targets  and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

"Screen Rate"means, in relation to any period for which an interest rate is to be determined under any provision of a Transaction Document, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR0l or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available or if such London interbank offered rate is discontinued or replaced by any successor rate, the Owners may specify another page or service displaying or determining the relevant rate or successor rate after consultation with the Charterers;

"Security"means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect;

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"Share Pledge"means a first priority pledge agreement executed or to be executed by the Shareholder in favour of the Owners in respect of the Shareholder's shares in the Charterers, in form agreed between the parties thereto;

"Shareholder"means Drybulk Investments Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960;

"Stock Exchange"means NASDAQ Capital Market, or such other internationally recognized stock exchange agreed between the Owners and the Charterers;

"Subordinated Lender"has the meaning given to it in Clause 47.15 (Subordination);

"Subordination Deed"has the meaning given to it in Clause 47.15 (Subordination);

"Subsidiary"of a person means any company or entity directly or indirectly controlled by such person for which purpose "control"means either ownership of more than fifty per cent. (50%) of the voting share capital (or equivalent right of ownership) of such company or entity or power to direct its policies and management whether by contract or otherwise and the term "Subsidiaries"shall be interpreted accordingly;

"Taxes" or "Tax"means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

"Termination Date"means the date on which the chartering of the Vessel is terminated under this Charter pursuant to the express terms of this Charter including:-

(a)Clause 50 (Total Loss); or

(b)Clause 54.2 (Owners' right to terminate Charter);

"Termination Event"has the meaning given to it in Clause 54.1 (Termination Events) of this Charter;

"Termination Sum"means, as liquidated damages and not as penalty, the agreed pre-estimated Losses of the Owners as a result of the early termination of this Charter prior to the expiry of the Charter Period which amount shall consist of the following:

(a) all Charterhire due and payable, but unpaid, under this Charter up to (and including) the Termination Date;

(b) liquidated damages in accordance with the table set out Schedule 4 (Amounts under paragraph (b) of the definition of Termination Sum);

(c) any Breakage Costs;

(d) any other sums due and payable to the Owners but unpaid under the Relevant Documents;

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(e) any outstanding amount payable by the Owners to the Mortgagee (other than principal and interest); and

(f) interest on the foregoing accrued pursuant to Clause 38.7 up to the date of receipt of the Termination Sum;

"Total Loss"means:-

(a) actual, constructive, compromised, agreed or arranged total loss of the Vessel; or

(b) any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension) unless it is within sixty (60) days redelivered to the full control of the  Charterers or the Owners; or

(c) any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft) unless it is redelivered to the full control of the Charterers or the Owners within sixty (60) days of such capture, seizure or detention;

"Total Loss Date"means:-

(a) in the case of an actual loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of;

(b) in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earliest of:

(i) the date on which a notice of abandonment is given to the insurers; and

(ii) the date of any compromise, arrangement or agreement made by or on behalf of the Charterers  and/or the Owners with the  Vessel's  insurers in which the insurers agree to treat the Vessel as a total loss; and

(c) in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Owners (in its absolute discretion based on the information available to it) that the event constituting the total loss occurred;

"Total Loss Sum"means the sum of:-

(a) the Termination Sum (excluding the amounts set out in paragraphs (b) and (e) of the definition thereof) as at the Total Loss Date; and

(b) the Charterhire Principal Balance as at the Total Loss Date;

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"Transaction  Documents"means

(a) this Charter;

(b) the MOA;

(c) the Guarantee;

(d) the Account Pledge;

(e) the Share Pledge;

(f) the General Assignment;

(g) the Assignment of Management Agreement;

(h) any Assignment of Charter;

(i) the Intercreditor Deed;

(j) any Subordination Deed;

(k) the Fee Letter; and

(I) any other documents designated as such by the Owners and the Charterers;

"Transaction Security"means the security interests created or intended to be created in favour of the Owners pursuant to the Transaction Documents;

"Upfront Fee"has the meaning given to such term in Clause 56.1 (Upfront Fee);

"Variable Charterhire"means the interest component of  the  Charterhire  amount payable on each or, as the context may require, any Payment Date in respect of  an  Interest Period, calculated at the applicable interest rate on the prevailing Charterhire Principal  Balance, in accordance  with Clause 37.1(b); and

"Vessel"means the vessel m.v. "Nasaka" with IMO no. 9602423.

32.2 (a) The headings in this Charter do not affect its interpretation.

(b) A Potential Termination Event or other default is "continuing"if it has not been remedied or waived, and a Termination Event or a Termination Event (as defined in the Associated BBCs) is "continuing"if it has not been waived.

(c) References to (or to any specified provision of) this  Charter,  any  other Transaction Document or Relevant Document or any  other  provision  or document shall be construed as references to such document  or such provision as in force for the time being and as amended, varied, novated or supplemented in accordance with the terms thereof, or as the case may be, with  the agreement  of the relevant parties.

(d) Words importing the plural shall include the singular and vice versa.

(e) References to a "person"shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof

(f) Any reference to the "Owners", the "Charterers", the "Guarantor", the "Shareholder", the "Approved Manager", any "Obligor"or any other person shall, where the context permits, be construed so as to include their/its and any subsequent successors and permitted transferees and permitted assigns in accordance  with their respective interests.

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33.
DELIVERY

33.1 Subject to Clause 33.2, the actual date of delivery for the purpose of this Charter shall be the date (the "Actual Delivery Date") when the Vessel is in fact delivered by the Charterers to the Owners pursuant to the MOA, and the Charterers shall be deemed to have taken delivery of the Vessel under this Charter simultaneously with delivery of the Vessel by Charterers to the Owners pursuant to the MOA.

33.2 Without prejudice to the other provisions of this Clause 33, the Owners and the Charterers shall on the Actual Delivery Date sign a Protocol of Delivery and Acceptance in the form attached hereto as Schedule 3 (Form of Protocol of Delivery and Acceptance) evidencing delivery of the Vessel hereunder.

33.3 The delivery of the Vessel under this Charter and the delivery of each of the Associated Vessels under the Associated BBCs shall take place on the same day.

34.
TERMS OF DELIVERY

34.1 The Vessel shall be delivered by the Owners to the Charterers under this Charter in the same condition as it was delivered by the Charterers to the Owners under the MOA, and the Charterers hereby acknowledge and agree that the Owners make no condition, term, representation, warranty, covenant, agreement or declaration, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, class, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. Acceptance of delivery by the Charterers or (as the case may be) deemed delivery of the Vessel to the Charterers under this Charter shall be irrevocable, final and conclusive proof and evidence that, for the purposes of the obligations and liabilities of the Owners hereunder or in connection herewith, the Vessel is at that time seaworthy, in accordance with the provisions of this Charter, in good working order and repair and free and clear of all Encumbrances and debts of whatsoever nature (other than the Mortgage).

34.2 The Charterers hereby waive all their rights in respect of any condition, term, representation or warranty express or implied (and whether statutory or otherwise) on the part of the Owners (except any representation or warranty as to the Owners' title and ownership over the Vessel) and all their claims against the Owners howsoever and whensoever the same may arise in respect of the Vessel or arising out of the operation or performance of the Vessel and the chartering thereof under this Charter (including in respect of the seaworthiness, condition, design, operation, fitness for use or otherwise with respect to the Vessel). In particular and without prejudice to the generality of the foregoing, the Owners shall be under no liability whatever and howsoever arising in relation to any injury, death, loss, damage or delay of, or to, or in connection with any vessel (including the Vessel) or any person or property whatsoever, whether on board the Vessel or elsewhere, irrespective of whether such injury, death, loss, damage or delay shall arise from the unseaworthiness of or any defect in the Vessel except if such injury, death, loss, damage or delay is caused by the Owners' misconduct, fault, fraud or negligence. For the purposes of this

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Clause "delay" shall include delay in relation to the Vessel (whether in respect of delivery of the Vessel to the Charterers under this Charter or otherwise) or any other delay whatsoever. The Charterers acknowledge that no representation has been made or will be made by or on behalf of the Owners in relation to the Vessel or any part thereof.

34.3 The Charterers agree that the Owners shall be under no liability to supply any replacement vessel or any piece or part thereof during any period when the Vessel is unusable and shall not be liable to the Charterers or any other person as a result of the Vessel being unusable.

33.3 CONDITIONS PRECEDENT AND SUBSEQUENT

35.1 The obligations of the Charterers to charter the Vessel from the Owners under this Charter are subject to and conditional upon the Charterers' receipt, on or before the Actual Delivery Date, of the following documents in respect of the Owners:-

(a) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

(b) certified true copy of its up-to-date articles of incorporation and by-laws;

(c) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(d) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and shareholders;

(e) certified true copy of its board and shareholder resolutions authorizing the Owners to enter into the transaction; and

(f) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of the Owners) an original power of attorney of the Owners appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of the Owners.

35.2 Notwithstanding anything to the contrary in this Charter, the obligation of the Owners to charter the Vessel to the Charterers under this Charter are further subject to and conditional upon the satisfaction of the following:

(a) on or before the Actual Delivery Date, the Owners shall have received, each in form and substance satisfactory to the Owners:-

(i) each of the following documents in respect of each of the Obligors:-

(A) certified true copy of its certificate of incorporation (and any relevant certificate of incorporation on change of name);

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(B) certified true copy of its up-to-date articles of incorporation and by-laws;

(C) its original certificate of good standing dated no earlier than fifteen (15) days before the Actual Delivery Date;

(D) an original certificate of incumbency dated no earlier than fifteen (15) days before the Actual Delivery Date, setting out, inter alia, its directors, officers and (in respect of each of the Obligors other than the Guarantor) shareholders;

(E) certified true copy of the resolutions or written consent of its board of directors:

(1) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(2) authorising a specified person or persons to execute the Transaction Documents to which it is a party on its behalf; and

(3) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Transaction Documents to which it is a party;

(F) (applicable only if any Transaction Document is executed by an attorney-in-fact for and on behalf of such Obligor) an original power of attorney appointing attorney(s)-in-fact and authorizing such persons to execute the relevant Transaction Documents for and on behalf of such Obligor;

(G) a specimen of the signature of each person authorised by the resolutions or written consent referred to in sub-paragraphs (E) and/or (F) above;

(H) (in respect of each Obligor other than the Guarantor) a certified true copy of a resolution or written consent of its sole shareholder, approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party;

(I) an original certificate of its company secretary:-

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(1) confirming that the provision or guarantee or security under the Transaction Documents (and, in the case of the Charterers, that the sale and lease-back of the Vessel under the MOA and this Charter) would not cause any guarantee or security limit (and, in the case of the Charterers, any borrowing limit) binding on it to be exceeded;

(2) setting out the names of its directors, officers and shareholders and the proportion of shares held by such shareholders;

(3) certifying that each copy document relating to it (and, in respect of the Charterers, the Vessel) delivered under this Clause 35.2 or schedule 1 (Delivery Documents) to the MOA is correct, complete and in full force and effect as at a date no earlier than the Actual Delivery Date; and

(4) certifying the satisfaction of Clauses 35.2(e) and (f);

(ii) certified true copy of the Management Agreement;

(iii) (A) original of each of the Transaction Documents (other than the Assignment of Charter and the Subordination Deed) duly executed by the Obligors party thereto, together with all ancillary documents then required to be delivered thereunder; and

(B) form of the Assignment of Charter in form agreed between the Parties;

(iv) evidence that the Earnings Account and the Debt Service Retention Account have been opened; and

(v) evidence that the minimum balance of the Debt Service Retention Account required under Clause 47.9(a) (Debt Service Retention Account) is maintained;

(vi) each of the following legal opinions addressed to the Owners:-

(1) a legal opinion from Reed Smith Richards Butler in relation to English law;

(2) a legal opinion from Reed Smith LLP in relation to New York law;

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(3) a legal opinion from Reed Smith LLP in relation to Marshall Islands law;

(4) a legal opinion from Loyens & Loeff in relation to Dutch law; and

(5) a legal opinion from Ganado Advocates in relation to Malta law;

(vii) the Original Financial Statements, together with a Compliance Certificate relating thereto issued in accordance with Clause 46.5 (Compliance certificate);

(viii) evidence that any process agent referred to in the Transaction Documents has accepted its appointment;

(ix) such other documentation and other evidence reasonably requested by the Owners in order to conduct any "know your customer", "anti- money laundering" and other similar procedures under applicable laws and regulations; and

(x) any other Authorisation or other document, opinion or assurance which the Owners consider to be necessary or desirable (if it has notified the Charterers accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

(b) no later than the Actual Delivery Date, the Owners shall have received the following:

(i) a favourable opinion from an independent insurance consultant acceptable to the Owners on such matters relating to the Insurances for the Vessel as the Owners may reasonably require;

(ii) evidence that the Vessel is held covered under the Insurances;

(iii) copy of the valid and current Document of Compliance under the ISM Code in respect of the Approved Manager;

(iv) copy of the valid and current Safety Management Certificate ("SMC") under the ISM Code inrespect of the Vessel;

(v) (applicable only if the Actual Delivery Date occurs after 31 April 2018) two valuation reports addressed to the Owners, showing (i) the Market Value of the Vessel as at a date no earlier than ten (10) Banking Days before the Actual Delivery Date and (ii) that Clause 52.1 and 52.2 will not apply on the Actual Delivery Date;

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(vi) evidence that the fees, costs and expenses then due from the Charterers pursuant to Clause 56 (Fees, costs and expenses) have been paid or will be paid by the Actual Delivery Date;

(c) (i) no later than three (3) Banking Days before the Actual Delivery Date, the Owners shall have received documentary evidence that the Vessel will, contemporaneously with the Actual Delivery Date, be registered with the shipping registry of the Flag State by way of ownership and demise charter registration with the Owners as owner and the Charterers as demise charterer;

(ii) no later than the Actual Delivery Date, the Owners shall have received documentary evidence that such ownership and demise charter registration has been completed (for the avoidance of doubt, in the case of ownership registration at the Marshall Islands, a provisional registration certificate shall be sufficient evidence for the purposes of this sub-paragraph (ii)); and

(iii) in the event that evidence of provisional (instead of permanent) demise charter registration has been provided under sub-paragraph (ii) above, within one (1) month from the Actual Delivery Date, the Owners have received documentary evidence that permanent demise charter registration at Malta has been completed;

(d) the Charterers' compliance with any letters of undertaking referred to in paragraphs A.12 and A.13 of Schedule 1 (Delivery Documents) to the MOA, within the time allowed as set out therein;

(e) from the date of this Charter and throughout the Charter Period, no Termination Event has occurred and is continuing, and no other event having occurred and continuing unremedied, which with the giving of notice and/or lapse of time would, if not remedied, constitute a Termination Event;

(f) from the date of this Charter and throughout the Charter Period, each of the representations and warranties contained in Clause 45 (Representations and Warranties) of this Charter is true and correct in all material respects by reference to the facts and circumstances then existing; and

(g) the conditions precedent set out in clause 35.2 of each of the Associated BBCs have been satisfied or otherwise waived by the lessors/owners thereunder.

35.3 (a) The requirements of Clause 35.2 are for the benefit of the Owners and may be waived by the Owners in its absolute discretion with or without conditions.

(b) The requirements of Clause 35.1 are for the benefit of the Charterers and may be waived by the Charterers in its absolute discretion with or without conditions.

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35.4 For the avoidance of doubt, any of the documents listed in this Clause 35 shall be deemed provided hereunder if it has already been provided pursuant to clause 8 (Documentation) and schedule 1 (Delivery Documents) of the MOA.

36.
CHARTER PERIOD

36.1 Subject to the terms of this Charter, the period of chartering of the Vessel under this Charter shall commence on the Actual Delivery Date for a period of ninety-six (96) months (the "Charter Period") unless otherwise terminated in accordance with the terms hereof.

36.2 Upon the expiry of the Charter Period, the Owners shall have the right to exercise the relevant rights as set out in Clause 55 (Owners' Right on Termination and Expiry of Charter Period).

37. CHARTERHIRE

37.1 In consideration of the Owners agreeing to charter the Vessel to the Charterers, the Charterers shall pay to the Owners in respect of the charter of the Vessel:-

(a) on each Payment Date, Fixed Charterhire in accordance with the table set out in Schedule 1 (Payment Dates and Fixed Charterhire);

(b) on each Payment Date (other than the Actual Delivery Date), Variable Charterhire as calculated in the manner set out in Schedule 2 (Interest Related Provisions).

38. PAYMENTS

38.1 Notwithstanding anything to the contrary contained in the Transaction Documents, all payments by the Charterers under the Transaction Documents to which it is a party (whether by way of hire or otherwise) shall be made as follows:

(a) in the case of Charterhire, not later than the relevant Payment Date;

(b) in Dollars in immediately available funds for same day value to the Owners' Account; and

(c) if any day for the making of any payment hereunder shall not be a Banking Day, the due date for payment of the same shall be the immediately preceding Banking Day.

38.2 The obligation of the Charterers to pay the Charterhire, any Termination Sum and all other sums required to be paid under this Charter and the other Transaction Documents to which it is a party is absolute and unconditional irrespective of any contingency or reason whatsoever except as specifically provided for in the Transaction Documents and shall not be subject to any right of set-off, counterclaim, defence, suspension, deferment or reduction, and the Charterers shall not have any right to terminate this Charter or any other Transaction Document or to be released,

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relieved or discharged from any obligation or liability under this Charter or any other Transaction Document by any circumstance whatsoever, including but not limited to:

(a) any set-off, counterclaim, recoupment, defence or other right which any Obligor may at any time have against the Owners or any other person for any reason whatsoever;

(b) the unavailability of the Vessel for any reason whatsoever, including, but not limited to, any invalidity or other defect in the condition, seaworthiness, design, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for documentation under the laws of any country;

(c) any title defect or Encumbrance or any dispossession of the Vessel by title (paramount or otherwise) caused by any act or omission of the Owners, any Obligor or any sub-charterers not permitted under this Charter;

(d) any damage to or loss or destruction (other than a Total Loss), capture, seizure, judicial attachment or arrest, forfeiture or marshals of the Vessel;

(e) any lien, attachment, levy, detainment, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in the use or possession thereof by the Charterers for any reason whatsoever, not being the result of the Owners' failure to maintain its ownership title over the Vessel;

(f) any insolvency, bankruptcy, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against any Obligor or any member of the Group;

(g) any change, extension, indulgence or other act or omission in respect of any Indebtedness or obligation of any Obligor or any member of the Group, or any sale, exchange, release or surrender of, or other dealing in, any security for any such Indebtedness or obligation;

(h) any invalidity, unenforceability, lack of due authorisation or other defect, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any other Transaction Document by any Obligor or any other person;

(i) any failure or delay on the part of the Owners whether with or without fault on their part, in performing or complying with any of the terms or covenants hereunder; and

(j) any enforcement or attempted enforcement by any Mortgagee of its rights under the Mortgage so long as the Charterers shall continue to have quiet enjoyment of the Vessel,

whether or not the Charterers shall or should have notice or knowledge of any of the foregoing.

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38.5 Subject to Clauses 53 (Call Option) and 55A (Owners' Default) and paragraph 6(d) of Section A of Schedule 2 (Interest Related Provisions), the Charterers shall not have any right to terminate or cancel the chartering of the Vessel or to reduce and not to pay any sums payable under this Charter.

38.6 (a) If:

(i) it becomes unlawful for any Obligor to discharge any liability under a Transaction Document to which it is a party; or

(ii) it becomes unlawful, due to reasons other than the Owners' own fault or omission, for the Owners to exercise or enforce any rights under this Charter or a Transaction Document;

the Charterers shall notify the Owners in writing of the occurrence of such circumstances.

(b) If, due to the Owners' own fault or omission, it becomes unlawful for the Owners to exercise or enforce any rights under this Charter or a Transaction Document, the Owners shall notify the Charterers in writing of the occurrence of such circumstances.

38.7 In the event of failure by the Charterers to pay on the due date for payment thereof, or in the case of the sum payable on demand, the date of demand therefor, any hire or other amount payable under the Transaction Documents to which it is a party, the Charterers shall pay, as liquidated damages and not as penalty, to the Owners default interest on such hire or such other amount in accordance with Section C (Default Interest) of Schedule 2 (Interest Related Provisions).

38.8 Any interest payable under this Charter and the Transaction Documents shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.

39. TAX GROSS-UP AND INDEMNITIES

39.1 Tax definitions.

(i) In this Clause 39.1:-

"Tax Deduction"means a deduction or withholding for or on account of Tax from a payment under a Transaction Document, other than a FATCA Deduction.

"Tax Payment"means an increased payment made by an Obligor to the Owners under Clause 39.2 or a payment under Clause 39.3.

(ii) Unless a contrary indication appears, in this Clause 39 a reference to "determines" or "determined"means a determination made in the absolute

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discretion of the person making the determination.

39.2 Tax gross-up.

(a) All payments to be made by an Obligor to any Owners under the Transaction Documents shall be made free and clear of and without any Tax Deduction unless such Obligor is required to make a Tax Deduction, in which case the sum payable by such Obligor (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Owners receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b) The Charterers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Owners accordingly.

(c) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Owners evidence reasonably satisfactory to the Owners that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

39.3 Tax indemnity.

Without prejudice to Clause 39.2, if the Owners are required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Transaction Documents (including any sum deemed for purposes of Tax to be received or receivable by the Owners whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Owners, the Charterers shall, within three Banking Days of demand of the Owners, promptly indemnify the Owners which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 39.3 shall not apply to (i) any Tax imposed on and calculated by reference to the net income actually received or receivable by the Owners (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Owners but not actually receivable) by the jurisdiction in which the Owners are incorporated or (ii) a FATCA Deduction required to be made by a Party.

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39.4 Stamp taxes.  The Charterers shall:-

(a) pay all stamp duty, registration and other similar Taxes payable in respect of any Transaction Document, and

(b) within three Banking Days of demand, indemnify the Owners against any cost, loss or liability the Owners incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Transaction Document.

39.5 Indirect tax.

(a) All amounts set out or expressed in a Transaction Document to be payable to the Owners shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by the Owners to the Charterers in connection with a Transaction Document, the Charterers shall pay to the Owners (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

(b) Where a Transaction Document requires Charterers to reimburse the Owners for any costs or expenses, the Charterers shall also at the same time pay and indemnify the Owners against all Indirect Tax incurred by the Owners in respect of the costs or expenses to the extent the Owners reasonably determine that they are not entitled to credit or repayment in respect of the Indirect Tax.

39.6 FATCA information.

(a) Subject to paragraph (c) below, each Party shall, within ten (10) Banking Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or

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has ceased to be a FATCA Exempt Party, that Party shall notify that other Party as soon as reasonably practicable.

(c) Paragraph (a) above shall not oblige the Owners to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Transaction Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

39.7 FATCA Deduction.

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

40.
INCREASED COSTS

40.1 Subject to Clause 40.3 the Charterers shall, within three Banking Days of a demand by the Owners, pay for the account of Owners the amount of any Increased Costs incurred by the Owners or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Charter. The terms "law" and "regulation" in this Clause 40.1 shall include any law or regulation concerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

40.2 In this Charter "Increased Costs"means:

(ii) a reduction in the rate of return from the transactions contemplated by the Transaction Documents or on the Owners' overall capital (including as a result

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of any reduction in the rate of return on capital brought about by more capital being required to be allocated by the Owners);

(iii) an additional or increased cost; or

(iv) a reduction of any amount due and payable under any Transaction Document,

which is incurred or suffered by the Owners to the extent that it is attributable to the undertaking, funding or performance by the Owners of any of its obligations under any Transaction Document.

40.3 (a) Clause 40.1 does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 10.3 (or would have been compensated for under Clause 39.3 but was not so compensated solely because the exclusion in Clause 39.3 applied); or

(iv) attributable to the wilful breach by the Owners or its Affiliates of any law or regulation.

(b) In this Clause 40.3, a reference to a "Tax Deduction"has the same meaning given to the term in Clause 39.1.

41.
INDEMNITY

41.1 The Charterers shall on demand indemnify the Owners against all Losses suffered by the Owners as a result of or in connection with:

(a) the performance of its obligations under this Charter and the other Transaction Documents and the transactions contemplated thereby;

(b) preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture, detention or requisition of the Vessel, or in securing or attempting to secure the release of the Vessel;

(c) the Total Loss of the Vessel;

(d) the occurrence of a Termination Event;

(e) directly or indirectly in any manner, the design, manufacture, delivery, non delivery, purchase, importation, registration, ownership, chartering, sub-chartering, possession, control, use, operation, condition, maintenance, repair, replacement, refurbishment, modification, overhaul, survey, insurance, sale or other disposal, return or storage of or loss of or damage to the Vessel or

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otherwise in connection with the Vessel (whether or not in the control or possession of the Charterers) including but not limited to those losses described in this Clause 40 and including any and all claims in tort or in contract by an sub-charterer of the Vessel from the Charterers or by the holders of any bills of lading issued by the Charterers;

(f) directly or indirectly, any claims which may at any time be made on the ground that any design, article or material of or in the Vessel or the operation or use thereof constitutes or is alleged to constitute an infringement of patent or copyright or registered design or other intellectual property right or any other right whatsoever;

(g) any laws or regulations relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Laws or Sanctions;

(h) the presence, escape, seepage, spillage, leaking, discharge or migration from the Vessel of oil or any other hazardous substance, including without limitation, any claims asserted or arising under the International Convention on Civil Liability for Oil Pollution Damage (CLC) or US Oil Pollution Act of 1990 (as same may be amended and/or re-enacted from time to time hereafter) or similar legislation, regardless of whether or not caused by or within the control of the Charterers; and

(i) liquidating, employing or prepaying funds acquired or borrowed to purchase or finance or refinance the Vessel (including any costs incurred in unwinding any associated interest rate or currency swaps or currency futures) following any default in payment hereunder or the occurrence of any Termination Event; and

41.2 If, under any applicable law, whether as a result of judgment against the Charterers or the liquidation of the Charterers or for any other reason, any payment to be made by the Charterers under or in connection with this Charter is made or is recovered in a currency other than the currency (the "currency of obligation") in which it is payable pursuant to this Charter then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Charter, the Charterers shall as a separate and independent obligation, fully indemnify the Owners against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange" means the actual rate at which the Owners are able to obtain quotation from the market on the relevant date to purchase the currency of obligation with the other currency.

41.3 The indemnities contained in this Clause 41 and each other indemnity contained in this Charter shall survive any termination, cancellation or other ending of this Charter and any breach of, or repudiation by, the Charterers or the Owners of this Charter.

41.4 All moneys payable by the Charterers under this Clause 41 shall be paid on demand.

42.
MORTGAGES AND CHARTERERS' QUIET ENJOYMENT OF THE VESSEL

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42.1 Provided that no Termination Event has occurred and is continuing, the Owners hereby agree not to:

(a) disturb or interfere with, or cause any person claiming for or on behalf of the Owners to disturb or interfere with, the Charterers' lawful use, possession and quiet enjoyment of the Vessel during the Charter Period (including its full, quiet and unfettered use, possession and employment of the Vessel subject to the terms of this Charter); and

(b) take any steps to wind up, liquidate or place in administration or receivership the Owners or commence or continue any analogous proceedings in any jurisdiction.

42.2 The Charterers agree that the Owners shall be entitled at any time after the date of this Charter, and at no extra cost to the Charterers, to grant any reputable bank, financial institution, trust fund or other entity (the "Mortgagee") one or more mortgages on the Vessel, assignment(s) of the Owner's earnings, the Insurances and requisition compensation thereof, and assignment(s) of the Owners' rights under this Charter and/or the other Transaction Documents (collectively, the "Mortgage"), securing a principal amount of no more than United States Dollars Twelve Million Only (US$12,000,000).

42.3 Subject to the Charterers first agreeing on the wording of the notice of assignment and acknowledgement (acting reasonably), any amendments to this Charter and any other documentation reasonably required by the Mortgagee, the Charterers agree with the Owners to execute, acknowledge and agree to be bound by, and to procure that any Obligor executes, acknowledges and agrees to be bound by, notices of any assignment and acknowledgement and other documentation reasonably required by the Mortgagee executed in favour of the Mortgagee (and, in respect of sub-charters assigned or otherwise assignable under the Assignment of Charter and other contracts assigned or otherwise assignable under the General Assignment, the Charterers undertake that (i) such sub-charters and contracts shall not contain any restriction on assignment of the Charterers' rights and interests thereunder, and (ii) in connection with the contracts assigned or assignable under the General Assignment, notices of assignment to the relevant counterparty will be given only upon the occurrence of a Termination Event which is continuing consistent with the provisions of the General Assignment, and (iii) the Charterers shall use its best efforts to procure that the sub-charterer or counterparty signs any acknowledgement of notice of assignment reasonably required by the Mortgagee).

42.4 The Owners agree to use their commercially reasonable endeavours to procure that the provisions in the Mortgagee's Financial Instruments do not contradict in any material way with the provisions relating to the Vessel's employment, insurances, operation, repair and maintenance in this Charter and the other Transaction Documents.

42.5 The Owners undertake to procure the Mortgagee to issue in favour of the Charterers, on the date of the Mortgage, a letter of quiet enjoyment undertaking that, unless a Termination Event has occurred and is continuing, the Mortgagee shall not disturb or

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interfere with the Charterers' quiet and peaceful use, possession and enjoyment of the Vessel and their operation of the Vessel during the Charter Period, subject to the usual terms and conditions as offered by the Mortgagee and acceptable to the Charterers (acting reasonably).

42.6 Any costs and expenses relating to the Mortgage shall be on the Owners' account.

42.7 Subject to the terms of this Charter, the Charterers shall provide reasonable assistance to the Owners in relation to the financing of the Vessel.

43.
TRANSFER OF VESSEL

43.1 During the Charter Period any change in the registered ownership of the Vessel shall require the Charterers' prior approval, which shall be deemed granted as long as (i) the registered ownership of the Vessel is transferred to any of the permitted assignees or transferees of this Charter or any Transaction Documents as referred to in Clause 57.3, (ii) this Charter would continue on identical terms and (iii) such change of registered ownership of the Vessel will not cause any adverse effect on the operation of the Vessel or the quiet enjoyment of the Vessel by the Charterers.

43.2 The Charterers agree and undertake to enter into (and procure the other Obligors to enter into) any such usual documents (including novations, transfer agreements and acknowledgements of notices) as the Owners shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to Clause 43.1, any costs or expenses whatsoever arising in relation thereto to be borne by the Owners.

43.3 Upon completion of the Sale to the Charterers:-

(a) the Owners shall furnish the Charterers with:

(i) a legal Bill of Sale (in three originals) in respect of the Vessel warranting that the Vessel is free from any registered encumbrances, mortgages, claims or lien of whatsoever nature other than those which the Obligors or any other sub-charterers caused to become effective against the Vessel during the currency of this Charter;

(ii) a protocol of delivery and acceptance;

(iii) a commercial invoice in respect of the Sale to the Charterers;

(iv) (if applicable) a letter of undertaking from the Owners that they will provide the Certificate of Deletion and the Continuous Synopsis Record of the Vessel within one (1) month of the date of completion of the Sale to the Charterers;

(v) certified true copies of the Owners' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers;

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(vi) its original Certificate of Good Standing;

(vii) copy (with original to follow within 10 Banking Days) of the certificate issued by the competent authorities no earlier than three (3) Banking Days prior to the date of completion of the Sale to the Charterers, stating that the Vessel is free from registered encumbrances; and

(viii) such other documents as the Charterers may reasonably require to effect legal transfer and registration of title in the Charterers' name in the Charterer's choice of flag state; and

(b) the Charterers shall furnish to the Owners with certified true copies of the Charterers' board resolutions and shareholder resolutions and (if applicable) its original power of attorney authorizing the Sale to the Charterers.

43.4 Upon completion of the Sale to the Charterers, the Owners and the Charterers shall sign a protocol of delivery and acceptance as written confirmation that the Vessel has been delivered by the Owners to the Charterers.

43.5 The Sale to the Charterers shall be on an "as is, where is" (i.e. the Vessel shall be delivered under the Sale to the Charterers as she is and as where she is at the time of delivery under the Sale to the Charterers) without any warranty or guarantee of condition, fitness for purpose or similar type of condition warranty and without any recourse to, or representation or warranty from, the Owners (except the warranty as to the registered except a warranty as to title and ownership of the Vessel). The Charterers hereby acknowledge and agree that the Owners make no condition, term, representation or warranty, express or implied (and whether statutory or otherwise) as to the seaworthiness, merchantability, condition, design, operation, performance, capacity or fitness for use or as to the eligibility of the Vessel for any particular trade or operation or any other condition, term, representation or warranty whatsoever, express or implied, with respect to the Vessel. All registration, legal or other expenses whatsoever incurred in transferring the title from the Owners to the Charterers shall be payable by the Charterers. However, in respect of the Sale to the Charterers, the Owners shall, after receiving from the Charterers all amounts due and payable by the Charterers to the Owners, transfer the title in the Vessel free from Encumbrances and free from any Mortgage other than Encumbrances and claims of whatsoever nature which the Obligors or any sub-charterers caused to become effective against the Vessel during the currency of this Charter.

44. FLAG

44.1 The Vessel shall upon the Actual Delivery Date be registered by the Charterers (at its own cost and expense) by way of ownership and demise charter registration with the name of the Owners as beneficial owner and the Charterers as demise charterer, under the flag of the Flag State.

44.2 Each party hereto has the right to request for the change of Flag State, subject to the other party's prior written consent which is not to be unreasonably withheld or delayed. If there is a Mortgage, any change of Flag State shall also be subject to the

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Mortgagee's consent (not to be unreasonably withheld or delayed), which the Owners shall take reasonable steps to request but shall not be liable to procure or ensure. All the costs and expenses for effecting such change, as well as any additional or increase in the costs, expenses and Taxes incurred or to be incurred by the other party (whether due to change of tax regime or otherwise), shall be borne by the party requesting such change.

44.3 All costs and expenses arising in connection with the initial ownership and demise charter registration of the Vessel or in connection with the maintenance of such registration shall be borne by the Charterers and, if and to the extent from time to time paid by the Owners, shall be reimbursed by the Charterers to the Owners upon demand.

45.
REPRESENTATIONS AND WARRANTIES

45.1 Charterers' representations.The Charterers acknowledge that the Owners have entered into this Charter in full reliance on representations by the Charterers in the following terms, and the Charterers now warrant to the Owners that the following statements are true and accurate throughout the continuation of this Charter:

(a) Status. Each Obligor (other than the Approved Manager) that is a corporation is duly incorporated and validly existing under the laws of its place of incorporation, and each Obligor (other than the Approved Manager) has the power to own its assets and carry on its business as it is being conducted.

(b) Binding obligations. The obligations expressed to be assumed by each Obligor (other than the Approved Manager) in the Relevant Documents to which it is a party are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion referred to in Clause 35.2, legal, valid, binding and enforceable obligations.

(c) Non-conflict with other obligations. The entry into and performance by each Obligor (other than the Approved Manager) of, and the transactions contemplated by, the Relevant Documents to which it is a party do not and will not conflict with:-

(i) any law or regulation applicable to it;

(ii) its and each of its Subsidiaries' constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets.

(d) Power and authority. Each Obligor (other than the Approved Manager) has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant

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Documents to which it is a party and the transactions contemplated by those Relevant Documents.

(e) Validity and admissibility in evidence. All Authorisations required or desirable:-

(i) to enable each Obligor (other than the Approved Manager) lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party;

(ii) to make the Relevant Documents to which each Obligor (other than the Approved Manager) is a party admissible in evidence in its jurisdiction of incorporation; and

(iii) for each Obligor (other than the Approved Manager) and its Subsidiaries to carry on their business, and which are material,

have been obtained or effected and are in full force and effect.

(f) Governing law and enforcement.For each Obligor (other than the Approved Manager), the choice of English law, New York law or Dutch law (as the case may be) as the governing law of the Relevant Documents to which it is a party will be recognised and enforced in its Relevant Jurisdiction.

(g) No deduction of Tax. No Obligor (other than the Approved Manager) is required under the law of its Relevant Jurisdiction to make any deduction for or on account of Taxes from any payment it may make under any Transaction Document.

(h) No filing or stamp taxes. Under the law of each Obligor's (other than the Approved Manager's) Relevant Jurisdiction, it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents.

(i) Tax compliance and no tax claims. Each Obligor (other than the Approved Manager) is in compliance with all relevant Tax laws and regulations in all material respects, and no claim has been made against any Obligor (other than the Approved Manager) in respect of Tax other than those that are being contested in good faith by appropriate proceedings on reasonable grounds and in respect of adequate reserve have been made.

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(j) No default.

(i) No Termination Event or any event which, with the giving of notice and/or lapse of time and/or relevant determination, would constitute a Termination Event, might reasonably be expected to result from the Obligors' (other than the Approved Manager's) execution of the Transaction Documents or the performance of the their rights and obligations thereunder.

(ii) No Termination Event has occurred and is continuing.

(iii) No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor (other than the Approved Manager) or to which its assets are subject which might have a Material Adverse Effect.

(k) No misleading information.All information (including the list of existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings)) supplied by or on behalf of the Charterers or any other Obligor (other than the Approved Manager) to the Owners was true, complete and accurate in all material respects as at the date it was given and was not misleading in any respect, and the Charterers and the Obligors (other than the Approved Manager) have fully disclosed in writing to the Owners all material facts relating to the Charterers, the Obligors, the Vessel, the Relevant Documents and any other sub-charterer of the Vessel which they reasonably should know.

(l) Disclosure of Material Facts. The Charterers are not aware of any facts or circumstances which have not been disclosed to the Owners and which might, if disclosed, have adversely affected the decision of a person considering whether or not to purchase the Vessel from and lease the Vessel back to the Charterers.

(m) Financial statements.

(i) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

(ii) The financial statements most recently supplied to the Owners (which, at the date of this Charter, are the Original Financial Statements) pursuant to Clause 46.1 give a true and fair view and represent the consolidated financial condition and operations of the Group during

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the relevant financial year save to the extent expressly disclosed in such financial statements.

(iii) There has been no material adverse change in the business or consolidated financial condition of the Group since 31 December 2017.

(n) Pari passu ranking. Each Obligor's (other than the Approved Manager's) payment obligations under the Transaction Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(o) No proceedings pending or threatened.Other than the existing legal proceedings set out in Schedule 5 (Existing Legal Proceedings), no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against any Obligor (other than the Approved Manager) or any of their Subsidiaries.

(p) No immunity. None of the Obligors (other than the Approved Manager) or any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

(q) Compliance with ISM Code and ISPS Code and MARPOL Protocol. All requirements of the ISM Code, the ISPS Code and the MARPOL Protocol as they relate to the Charterers, the Approved Manager and the Vessel have been complied with in all material respects.

(r) Environmental compliance. Except as may already have been disclosed by the Charterers in writing to, and acknowledged in writing by, the Owners:

(i) each Obligor (other than the Approved Manager) has complied with the provisions of all applicable Environmental Laws in all material respects;

(ii) each Obligor (other than the Approved Manager) has obtained all Environmental Approvals and is in compliance with all such applicable Environmental Approvals in all material respects; and

(iii) there is no Environmental Claim pending or, to the best of the Charterers' knowledge and belief, threatened against any Obligor (other than the Approved Manager) or the Vessel.

(s) No money laundering. In relation to the Obligors' (other than the Approved

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Manager's) performance and discharge of their obligations and liabilities under the Transaction Documents, and the transactions and other arrangements effected or contemplated by the Transaction Documents, the Charterers confirm that the Obligors (other than the Approved Manager) are acting for their own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

(t) Sanctions. No Obligor (other than the Approved Manager) nor any of their Subsidiaries, nor any of their respective directors, officers or employees nor, to the knowledge of the Charterers, any persons acting on any of their behalf:

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it or the Vessel with respect to Sanctions by any Sanctions Authority.

(u) No Place of Business in England or Hong Kong. The Charterers have not registered or established any place of business in England or Hong Kong and none of the other Obligors (other than the Approved Manager) have registered or established any place of business in England or Hong Kong.

45.2 Owners' representations. The Owners warrant to the Charterers that the following statements are true and accurate throughout the continuation of this Charter:-

(a) Due incorporation. The Owners are duly incorporated and validly existing under the laws of Marshall Islands.

(b) Authorisations. the Owners have the corporate capacity, and have obtained all corporate authorisations, consents, approvals, licenses and permits necessary for them:-

(i) to execute each of the Transaction Documents to which they are a party; and

(ii) to comply with and perform their obligations under each of the Transaction Documents to which they are a party.

(c) No revocation of approvals. All the consents, approvals, authorisations, licenses or permits referred to above remain in force and nothing has occurred which makes any of them liable to revocation.

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(d) No immunity. Neither the Owners nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, set-off, suit, attachment prior to judgment, execution or other enforcement).

(e) No insolvency or liquidation. The Owners are not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receive, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Owners or all or a material part of their assets.

(f) Sanctions. Neither the Owners nor any of their directors, officers or employees nor any persons acting on their behalf:-

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.

45.3 Repetition. The representations and warranties contained in Clauses 45.1 and 45.2 hereof shall be deemed to be repeated by the Charterers (in respect of Clause 45.1) and the Owners (in respect of Clause 45.2) on each Payment Date as if made with reference to the facts and circumstances existing on such date.

46.
INFORMATION UNDERTAKINGS

The undertakings in this Clause 46 shall remain in force from the date of this Charter until the end of the Charter Period.

46.1 Financial statements. The Charterers shall supply to the Owners:

(a) as soon as the same become available, but in any event within one hundred twenty (120) days after the end of each of the Guarantor's fiscal years, the audited consolidated financial statements of the Guarantor for that fiscal year;

(b) as soon as the same become available, but in any event within ninety (90) days after the end of each half-yearly fiscal period of each of the Gurantor's fiscal years, the unaudited consolidated financial statements of the Guarantor for that half-yearly fiscal period.

46.2 Requirements as to financial statements.

(a) Each set of financial statements delivered by the Charterers pursuant to Clause 46.1 shall be certified by a director of the Guarantor as fairly representing the consolidated financial condition of the Guarantor as at the date as at which those financial statements were drawn up.

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(b) The Charterers shall procure that each set of financial statements of the Guarantor delivered pursuant to Clause 46.1 is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Owners that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor's Chief Financial Officer delivers to the Owners:-

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Owners, to enable the Owners to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Charter to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

46.3 Information: miscellaneous. The Charterers shall supply to the Owners:

(a) all documents dispatched by any Obligor to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, any member of the Group or the Vessel with a claim amount of more than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in other currencies) or which might, if adversely determined, have a Material Adverse Effect;

(c) promptly, such further information regarding the financial condition, business and operations of the Vessel, any Obligor or any other member of the Group (including copies of class, technical and other certificates relating to the Vessel) as the Owners may reasonably request (provided that, in respect of any information referred to this sub-paragraph (c) regarding any member of the Group that is not an Obligor, before the occurrence of a Termination Event that is continuing, the Owners may only request such information for the purpose of determining whether a Termination Event has occurred and is continuing); and

(d) promptly, notice of any change in authorised signatories of any Obligor signed

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by a director or company secretary of such Obligor accompanied by specimen signatures of any new authorised signatories.

46.4 Notification of default.

(a) The Charterers shall notify the Owners of any Termination Event or Potential Termination Event (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless the Charterers is aware that a notification has already been provided by another Obligor).

(b) Promptly upon a request by the Owners, the Charterers shall supply to the Owners a certificate signed by one of its directors on its behalf certifying that no Termination Event or Potential Termination Event is continuing (or if a Termination Event or Potential Termination Event is continuing, specifying such Termination Event or Potential Termination Event and the steps, if any, being taken to remedy it).

46.5 Compliance certificate.

(a) The Charterers shall, at the same time as it furnishes each set of financial statements referred to in Clause 46.l(a) and (b), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 51 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors or the Chief Financial Officer of the Guarantor.

47.
GENERAL UNDERTAKINGS

The undertakings in this Clause 47 shall remain in force from the date of this Charter for the duration of this Charter.

47.1 Authorisations. The Charterers shall, and shall procure each Obligor to, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Owners of,

any Authorisation required to enable it to perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Transaction Document.

47.2 Compliance with laws. The Charterers shall, and shall procure each Obligor to,

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comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Relevant Documents.

47.3 Pari passu ranking. The Charterers shall and shall procure each Obligor to ensure that its payment obligations under the Transaction Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

47.4 Negative pledge.

In this Clause 47.4, "Quasi-Security"means an arrangement or transaction described in paragraph (b) below.

(a) The Charterers shall not create or permit to subsist any Security over any of its assets.

(b) The Charterers shall not:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by the Charterers;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Security or (as the case may be) Quasi-Security, listed below:

(i) any lien arising by operation of law and in the ordinary course of trading; and

(ii) any Security or Quasi-Security entered into pursuant to any Transaction Document.

47.5 Disposals.

(a) The Charterers shall not enter into a single transaction or a series of

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transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b) Paragraph (a) above does not apply to any sale, lease, transfer or other disposal of assets not subject to the Transaction Security:

(i) made in the ordinary course of trading of the Charterers; or

(ii) any disposal, transfer or lease as permitted by the Transaction Documents.

47.6 No other liabilities or obligations to be incurred. The Charterers shall not incur any liability or obligation except:-

(a) liabilities and obligations under the Transaction Documents to which it is a party;

(b) liabilities or obligations reasonably incurred in the ordinary course of operating and chartering the Vessel; and

(c) any indebtedness subordinated in accordance with Clause 47.15 (Subordination).

47.7 Charterers' other negative undertakings.  The Charterers will not:

(a) carry on any business other than the chartering and operation of the Vessel;

(b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital, unless:

(i) the Charterers have sufficient funds to service the payment obligations due and payable on the next Payment Date; and

(ii) no Termination Event or Potential Termination Event is likely to result from the payment of such dividend, making of such form of distribution or effecting of such form of redemption, purchase or return of share capital;

(c) provide any form of credit or financial assistance to any person or company except any guarantee to a protection and indemnity association to procure the Vessel's release from arrest or other attachment or in respect of salvage or a similar situation.;

(d) open or maintain any account with any bank or financial institution except the Earnings Account and the Debt Service Retention Account;

(e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital;

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(f) incur, or enter into any lease, hire purchase agreement or charter creating, any additional Financial Indebtedness;

(g) acquire any additional assets, shares or other securities (other than the acquisition of any equipment to be put on the Vessel), or enter into any transaction in a derivative.

47.8 Earnings Account.

(a) The Charterers shall, and shall procure the Approved Manager to, ensure that all the earnings of the Vessel shall forthwith upon receipt be deposited into the Earnings Account.

(b) Withdrawals may be made from the Earnings Account provided that no Termination Event has occurred and is continuing.

47.9 Debt Service Retention Account.

(a) The Charterers shall ensure that the credit balance of the Debt Service Retention Account shall at all times be no less than:-

(i) United States Dollars Three Hundred Fifty Thousand (US$350,000); or

(ii) if the Guarantor's audited consolidated financial statements for the financial year ended 31 December 2018 show a net loss (instead of a positive net profit), then starting from the date falling five (5) Banking Days after those financial statements have been (i) supplied to Owners pursuant to Clause 46.1 (Financial statements), (ii) supplied to the Guarantor's shareholders or (iii) made available for public inspection (whichever is earlier), United States Dollars Seven Hundred Thousand (US$700,000).

(b) No withdrawals may be made from the Debt Service Retention Account without the Owners prior written consent.

47.10 Merger. The Charterers shall not (and the Charterers shall procure that no Obligor will) enter into any amalgamation, demerger, merger or corporate reconstruction, save for any corporate restructuring involving members of the Group other than the Obligors which does not have any Material Adverse Effect and provided that the Owners are given prior written notice of the same.

47.11 Change of business. The Charterers shall procure that no substantial change is made to the general nature of the business of the Obligors or the Group from that carried on at the date of this Charter.

47.12 Environmental compliance. The Charterers shall, and shall procure that each Obligor will, comply in all material respects with all Environmental Law, obtain and

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maintain any Environmental Approvals and take all reasonable steps in anticipation of known or expected future changes to or obligations under Environmental Law or any Environmental Approvals.

47.13 Environmental Claims. The Charterers shall, and shall procure that each Obligor will, inform the Owners in writing as soon as reasonably practicable upon becoming aware of:-

(a) any Environmental Claim which has been commenced or (to the best of such Obligor's knowledge and belief) is threatened against the Vessel or any member of the Group, or

(b) any facts or circumstances which will or might reasonably be expected to result in any Environmental Claim being commenced or threatened against the Vessel or any member of the Group,

in each case where such Environmental Claim might reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.

47.14 Further Assurance.The Charterers shall promptly take such steps as the Owners may deem necessary or appropriate to maintain and protect the interests of the Owners under the Transaction Documents, including filing and/or registering the Transaction Documents and the execution of such additional documents as the Owners may require.

47.15 Subordination. The Charterers shall procure that all loans or advances to it from (i) any Obligor, (ii) any Permitted Holder, or (iii) any Subsidiary of the Guarantor, Mr. Economou and/or his direct lineal descendants (each such entity a "Subordinated Lender") shall be subordinated to the Secured Liabilities and shall further procure that:

(a) the relevant Subordinated Lender will enter into a subordination deed (in form and substance satisfactory to the Owners) (each a "Subordination Deed") in favour of the Owners prior to making such loan or advance and that such Subordinated Lender will do all such acts and execute all such documents which the Owners may from time to time require and necessary to ensure the legality, validity, enforceability and admissibility in evidence of such subordination deeds;

(b) it will inform the Owners immediately upon such loans or advances being made; and

(c) it will not, at all times during the term of this Charter, make or purport to make any payment, whether in cash or otherwise, to any such Subordinated Lender

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on account of such loans or advances without the prior written consent of the Owners.

47.16 Sanctions.

(a) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to ensure that no one directly or indirectly uses, lends, makes payments of, contributes or otherwise makes available, all or any part of the proceeds of the purchase price under the MOA or other transaction(s) contemplated under the Transaction Documents to fund any trade, business or other activities:

(i) involving or for the benefit of any Restricted Party; or

(ii) in any other manner that would reasonably be expected to result in any Obligor or the Owners being in breach of any Sanctions (if and to the extent applicable to either of them) or becoming a Restricted Party.

(b) The Charterers shall (and shall procure that each other Obligor will) use their best efforts to prevent the Vessel from being used directly or indirectly:

(i) by or for the benefit of any Restricted Party; and/or

(ii) in any trade which could expose the Vessel, any Obligor, the Owners, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions.

48.
VESSEL UNDERTAKINGS

The undertakings in this Clause 48 shall remain in force throughout the Charter Period.

48.1 Approved Manager. The Charterers shall appoint the Approved Manager to carry out technical and commercial management of the Vessel, and there shall not be any change to the Approved Manager without the Owners' prior written consent, unless:-

(a) the Charterers notify the Owners in writing at least fourteen (14) days prior to the proposed change of the Approved Manager, together with supporting evidence satisfactory to the Owners that the requirements set out in subparagraphs (b) to (d) below will be met;

(b) the new Approved Manager is a commercial and technical manager that is wholly owned by the Permitted Holders;

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(c) the new Management Agreement is on such terms that are substantially the same as, or more favourable to the Charterers than, the original Management Agreement dated 11 April 2017 entered into between TMS Bulkers Ltd. and the Charterers; and

(d) immediately upon the change of the Approved Manager,

(i) the Charterers provide the Owners with a certified true copy of the new Management Agreement; and

(ii) the Charterers and the new Approved Manager execute in favour of the Owners such supplements and/or replacements to the General Assignment, the Assignment of Management Agreement each in form and substance satisfactory to the Owners; and

(iii) the Charterers and the new Approved Manager provide to the Owners certified true copies of their corporate authorisations for the execution of the documents referred to in sub-paragraphs (i) and (ii) above, each in form and substance reasonably satisfactory to the Owners.

48.2 Intentionally omitted.

48.3 Compliance with laws. The Charterers shall at all times ensure compliance with all applicable Environmental Laws and all other laws and regulations relating to the Vessel and the operation and management thereof, provide information to the Owners regarding such matters, and take all reasonable precautions to ensure that the Approved Manager, any sub-charterers, and the crews, employees, agents or representatives of the Charterers at all times comply with such Environmental Laws and other applicable laws.

48.4 Compliance with SOLAS, ISM Code, ISPS Code, etc.The Charterers shall at all times ensure compliance with all applicable international conventions, codes and regulations, including the International Convention for Safety of Life at Sea (SOLAS) 1974 (as adopted, amended or replaced from time to time), the STCW 95, the ISM Code and the ISPS Code (as each such term is defined in the relevant amendments to SOLAS), and ensure such compliance the Approved Manager or any company performing ship management services in respect of the Vessel on behalf of the Charterers, in all cases at any time before the deadline under the relevant conventions, codes and regulations.

48.5 Intentionally omitted.

48.6 Modification. The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterer will not) make any modification or repairs to, or replacement of, the Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Vessel or materially reduce its value or utility, without the Owners' prior written consent. If the Owners so consents, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before termination of this Charter.

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48.7 Installation and removal of parts.

(a) The Charterers shall (and shall procure that the Approved Manager will) at their own cost replace, renew or substitute such items of equipment as shall be damaged or worn as to be unfit for use.

(b) The Charterers shall not (and the Charterers shall ensure that the Approved Manager and any sub-charterers will not) remove any material part of the Vessel, or any item of equipment installed on, the Vessel unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Encumbrance or any right in favour of any person other than the Owners and becomes on installation on that the Vessel the property of the Owners.

(c) The ownership title of any replaced, renewed or substituted equipment or part shall remain with the Owners, except for any equipment installed by the Charterers pursuant to sub-paragraph (d) below.

(d) Notwithstanding the above, the Charterers may install equipment not owned by the Owners if the equipment can be removed without any risk of damage to the Vessel.

48.8 Voyage declarations. The Charterers shall (and shall ensure that the Approved Manager and any sub-charterer shall) at all times make such (quarterly) voyage declarations if and as may be required in accordance with all applicable insurance conditions especially in order to maintain insurance cover for trading in and to the United States of America and the Exclusive Economic Zone (as defined in the Oil Pollution Act).

48.9 Certificate of Financial Responsibility. If the Vessel at any time shall call on any US port, the Charterers shall (and will procure that the Approved Manager will), in accordance with the regulations of the Oil Pollution Act and in line with the requirements of the US Coast Guard, obtain in time a Certificate of Financial Responsibility (C.O.F.R), a copy of which shall promptly be provided to the Owners at the request of the Owners.

48.10 Inspection of Vessel. The Charterers shall (and will procure that the Approved Manager and any sub-charterers will) permit, and shall provide all necessary assistance to, the Owners to inspect or survey the Vessel or instruct a duly authorised surveyor to carry out such inspection or survey on its behalf at the reasonable cost of the Charterers (including the fees of any surveyor) in order to ascertain the condition of the Vessel and to inspect copies of the Vessel's logs and records certified as true by the Vessel's master (and the Owners may, for the purpose of such inspection, dry-dock the Vessel if the Vessel has not been dry-docked in accordance with Clause 10(g)), provided that, so long as no Termination Event has occurred and is continuing, such inspection or survey shall be at any reasonable time or times upon giving written notice to the Charterers without undue disruption or delay to the operation of the Vessel, the Charterers shall bear the reasonable cost of no more than two (2) such

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inspections for each calendar year. The Charterers shall afford all proper security and safety items for such inspections and give the Owners reasonable advance notice of any intended dry-docking of the Vessel.

48.11 Prevention of and release from arrest/detention.

(a) The Charterers shall (and shall procure the Approved Manager to) promptly discharge:-

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Vessel, its earnings or its Insurances;

(ii) all Taxes, dues and other amounts charged in respect of the Vessel, its earnings or its Insurances; and

(iii) all other outgoings whatsoever in respect of the Vessel, its earnings or its Insurances.

(b) In the event the Vessel is arrested or detained at any time in any jurisdiction by any person having or purporting to have a claim against or any interest in the Vessel or the bunker of the Vessel not due to the fault of the Owners, the Charterers shall (and shall procure the Approved Manager to) within sixty (60) days of such arrest or detention resolve such arrest or detention by way of provision of guarantee or security for costs (whether by the Charterers or its protection and indemnity association or otherwise) or by such other means necessary to ensure the Vessel is released from such arrest or detention and available for operation.

48.12 Maintenance of ownership title and registration. The Charterers shall (and shall procure the Approved Manager to) do all that may be necessary to maintain such documentation and registration in force and so that the Owners shall be held to be the sole and absolute Owners of the whole of the Vessel, and any annual taxes, duties, expenses and fees and other expenses whatsoever for the maintenance of such documentation and registration (including fees payable to lawyers) shall be borne and paid by the Charterers; and the Charterers shall, as soon as possible thereafter, install and shall, continuously thereafter during the Charter Period, cause the permanent certificate of register of the Vessel in the ownership of the Owners to be installed on board the Vessel together with all other ship's papers including but not limited to those relating to the title of the Vessel in the name of the Owners.

48.13 Provision of Vessel-related information. The Charterers shall (and shall procure the Approved Manager to) as soon as reasonably practicable provide the Owners with any information which it requests regarding:-

(a) the Vessel, its condition, employment, position and engagements (including copies of the relevant sub-charter and/or charter guarantee, if requested by the Owners);

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(b) the earnings of the Vessel and payments and amounts due to the Vessel's master and crew;

(c) any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Vessel and any payments made in respect of the Vessel;

(d) any towages and salvages; and

(e) the Vessel's, the Charterers' and/or the Approved Manager's compliance with the ISM Code, the ISPS Code, MARPOL and other applicable laws and regulations (including copies of the Charterers' and/or the Approved Manager's Document of Compliance, if requested by the Owners).

48.14 Notification of certain events. The Charterers shall (and shall procure the Approved Manager to) forthwith notify the Owners in writing of:-

(a) any casualty which is or is likely to be or to become a Major Casualty;

(b) any occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requirement or recommendation made by any insurer or classification society or by any competent authority which is or will not be complied with by the relevant due date(s);

(d) any arrest or detention of the Vessel, any exercise or purported exercise of any lien on the Vessel or its earnings or any requisition of the Vessel for hire;

(e) any intended dry docking of the Vessel;

(f) any Environmental Claim made against the Charterers or any Obligor or in connection with the Vessel, or any Environmental Incident;

(g) any claim for breach of the ISM Code, the ISPS Code or the MARPOL being made against the Charterers, any of the Approved Manager or otherwise in connection with the Vessel; or

(h) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code, ISPS Code or MARPOL not being complied with,

and the Charterers shall (and shall procure the Approved Manager to) keep the Owners advised in writing on a regular basis and in such detail as the Owners shall reasonably require of the status and development of the above events or matters.

48.15 Restrictions on sub-chartering, appointment of managers etc.  The Charterers shall not:

(a) let the Vessel on demise charter for any period;

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(b) enter into any time or consecutive voyage charter in respect of the Vessel with a term of twelve (12) months or more, unless such charter is promptly upon execution assigned by way of security in favour of the Owners in form and substance satisfactory to the Owners (any such assignment being an "Assignment of Charter");

(c) sub-charter the Vessel otherwise than on bona fide arm's length terms at the time when such charter is fixed;

(d) appoint a manager of the Vessel other than an Approved Manager;

(e) put the Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed United States Dollars One Million (US$1,000,000) (or the equivalent in any other currency) unless (i) that person has first given to the Owners and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on the Vessel or its earnings for the cost of such work or for any other reason or (ii) in the absence of such written undertaking referred in (i) above, the Charterers have provided to the Owners documentary evidence reasonably satisfactory to the Owners showing either that the Charterers have adequate reserve to discharge all amounts payable or to be payable to such person for the work to be done upon the Vessel or that the insurance companies and/or underwriters of the Vessel have accepted the Owners' and/or Charterers' claim under the Insurances in respect of the work to be done on the Vessel and such insurance companies and/or underwriters have agreed to pay the proceeds of insurance in an amount not less than the amount payable or to be payable to such person for the work to be done upon the Vessel.

48.16 No operational interest. The Charterers will ensure that the Owners are not at any time represented as carrying goods in the Vessel, or as being in any way connected or associated with any operation, or as having any operational interest in, or responsibility for, the Vessel.

49.
INSURANCES

The undertakings in this Clause 49 shall remain in force throughout the Charter Period.

49.1 Maintenance of Insurance. The Charterers shall insure and keep the Vessel insured free of cost and expense to the Owners and in the joint names of the Owners and the Charterers or otherwise as the Owners and the Charterers may agree:-

(a) against fire and usual marine risks (including excess risks) on hull and machinery;

(b) against war risks (including terrorism cover, on hull and machinery basis and on war protection and indemnity);

(c) against full protection and indemnity risks (including oil pollution liability risks);

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(d) against such other risks of whatsoever nature and howsoever arising as reasonably required by the Owners if such a cover is available in the marine insurance market and it is common marine market practice to have it in place;

on the following terms:

(i) in Dollars;

(ii) on terms consistent with prevailing international market practice from time to time be approved by the Owners;

(iii) in case of the fire and usual marine risks in (a) above, in an amount on an agreed value basis of at least the greater of (x) the then current Market Value or (y) 120% of the Charterhire Principal Balance.

(iv) in case of war risks in (b) above, the full value and tonnage of the Vessel;

(v) in case of protection and indemnity risks in (c) above, the full value and tonnage of the Vessel;

(vi) in the case of pollution liability risk for protection and indemnity risks; for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market (currently USD1,000,000,000);

(vii) with international reputable insurance brokers (the "Approved Brokers") and insurance companies and/or underwriters or (in the case of protection and indemnity risks) protection and indemnity association being a member of the International Group of P&I Clubs, in each case approved by the Owners.

49.2 Innocent Owners Insurances. The Owners shall be at liberty to effect, maintain and renew innocent owners insurances and owners' additional perils (pollution) insurance (and, if required by the Mortgagee, mortgagee's interest insurance and mortgagee's additional perils (pollution) insurance) in relation to the Vessel in each case in an amount on an agreed value basis of at least the greater of (i) the then current Market Value or (ii) 120% of the Charterhire Principal Balance, on such terms, through such insurers and generally in such manner as the Owners may from time to time reasonably consider appropriate, and the Charterers shall upon demand fully indemnify the Owners in respect of all premiums and other expenses which are reasonably incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

49.3 Fleet cover.

(a) If any of the Insurances form part of a fleet cover, the Charterers shall procure the Approved Brokers not to cancel the Insurances for reason of non-payment of premiums for other vessels/units under such fleet cover or of premiums for such other Insurances, and, to the extent allowed under the relevant terms of the Insurances, the Charterers shall procure that the Approved Brokers shall undertake to the Owners that they shall neither set-off against any claims in

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respect of the Vessel any premiums due in respect of other vessels/units under such fleet cover or any premiums due for other Insurances.

(b) The Charterers undertake to issue a separate policy in respect of the Vessel being part of a fleet cover if it becomes necessary to protect the Owners' interests in the Insurance and when so reasonably requested by the Owners.

49.4 Payment under Insurances. The Charterers shall punctually pay all premiums, calls, contributions or other sums payable in respect of all such Insurances and shall upon the Owners' demand produce copies of all relevant receipts or other evidence of payment.

49.5 Notification of Insurance details. Except in the case of renewal pursuant to Clause 49.6, the Charterers shall, at least ten (10) Banking Days (or such shorter period of time as may be consented to by the Owners) prior to the Charterers effecting any such Insurances, notify the Owners in writing of the details of such proposed Insurances (including, without limitation, details of the insurer and the conditions of the policy).

49.6 Renewal of Insurances.  The Charterers shall:-

(a) at least fourteen (14) days before the relevant policies, contracts or entries expire, notify the Owners in writing of the names of the brokers proposed to be employed by the Charterers for the purposes of the renewal of such Insurances and of the amounts in which such Insurances are proposed to be renewed and the risks to be covered, in each case subject to compliance with any requirements of the Owners pursuant to this Clause 49;

(b) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will at least seven (7) days before such expiry confirm in writing to the Owners that they have been instructed to renew the relevant Insurances and such renewals are in the process of being effected in accordance with the instructions so given, and the Charterers shall provide the Owners with details of the instructions as the Owners may require; and

(c) procure that the Approved Brokers and the approved war risks and protection and indemnity associations will prior to such expiry confirm in writing to the Owners that the relevant Insurances have been renewed, and the Charterers shall provide the Owners with details of the renewed Insurances as the Owners may require.

49.7 Copies of Insurance Certificates. On or promptly after the Actual Delivery Date and within five Banking Days following the issuance or renewal of any insurance policy required to be in effect under this Charter, the Charterers shall furnish the Owners with approved certificates of all Insurances. Such certificates shall be executed by the insurer or by an Approved Broker. Such certificates shall identify underwriters, the type of insurance, the insurance limits and the policy term and shall specifically list the special provisions enumerated for such insurance required by this Clause 49. Concurrently with the furnishing of any such certificate, the Charterers shall furnish the Owners with a certificate of an Approved Broker to the effect that the insurance then carried or to be renewed is in accordance with the terms of this Clause 49, such insurance is in full force and effect and all premiums then due and payable have been paid.

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49.8 Copies of Insurance Policies. On or promptly after the Actual Delivery Date, promptly upon receipt of each such policy, the Charterers shall deliver to the Owners each policy of the Insurances then in effect.

49.9 Guarantees and indemnities. The Charterers shall arrange for the execution of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association.

49.10 Deposit of policies. The Charterers shall deposit with the Approved Brokers (or procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued in connection with the Insurances as are effected through the Approved Brokers and to procure that the interest of the Owners shall be endorsed and, where the Insurances have been assigned to the Owners, by means of a notice of assignment the Owners shall be furnished with the originals thereof and to procure that the Approved Broker shall issue to the Owners a letter or letters of undertaking in such form as shall from time to time be reasonably required by the Owners (in line with market standard).

49.11 Intentionally omitted.

49.12 Notice of default, etc. under the Insurances. The Charterers shall promptly inform Owners of each written notice received by it with respect to the cancellation of, adverse change in, or default under the Insurances.

49.13 Insurance consultant's opinion. The Charterers shall within three (3) Banking Days' of the Owners' written demand indemnify the Owners for the cost of the insurance opinion referred to in Clause 35.2(b)(i) and any additional insurance reports or opinions as may be required by the Owners.

49.14 Assistance to the Owners. The Charterers shall do all things and provide all documents, evidence and information as may be necessary to enable the Owners to collect or recover any moneys which shall at any time become due to them in respect of the Insurances.

49.15 Employment of Vessel to conform with terms of Insurances. The Charterers shall not (and shall procure that Approved Manager that they will not) employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.

49.16 Application of insurance proceeds. The Charterers shall apply all sums receivable under the Insurances which are paid to the Charterers in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect whereof the insurance moneys shall have been received.

49.17 Entry into US waters. if the Vessel shall at any time enter the waters under the jurisdiction of the United States of America and/or the Exclusive Economic Zone (as defined in the Oil Pollution Act):-

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(i) the Charterers shall procure that the certificate of entry for the Vessel issued by the protection and indemnity association with which it is entered is endorsed with the U.S. Oil Pollution Clause 20/2/91 (as amended or replaced from time to time) and the Charterers shall procure for the Owners sufficient documentary evidence that the Charterers have provided all declarations and satisfied all other requirements of the association and that the U.S. Trading Exclusion Clause (as defined in the rules and policies of such protection and indemnity association) has been deleted from the cover; and

(ii) the Charterers shall make (and shall procure that the Approved Manager shall make) all such quarterly or other voyage declarations as may from time to time be required by the protection and indemnity risks association in order to maintain cover for trading to the United States of America and Exclusive Economic Zone and promptly deliver to the Owners copies of all such declarations.

49.18 Provision of information. The Charterers shall produce to the Owners upon demand copies of all policies, certificates of insurance or entry, cover notes and binders relating to the Insurances, and furnish the Owners with any other evidence of the existence of the Insurances as the Mortgagee may request. The Charterers shall procure that the Approved Brokers or the insurers give to the Owners such information as to the Insurances taken out or being or to be taken out in compliance with the Charterers' obligations under this Clause 49 or as to any other matter which may be relevant to the Insurances as the Owners may reasonably request.

49.19 Indemnity to Owners. Without prejudice to any other provisions of this Charter, in the event that any act, inaction or negligence of the Charterers, the Approved Manager or any sub-charterers shall vitiate any of the Insurances herein provided, the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such Insurances.

49.20 Amendment to the Insurances. The Charterers shall not cause or permit any material adverse change to be made to the terms of any of the Insurances without the prior written consent of the Owners. Should any change be permitted or occur without the consent of the Owners then, without prejudice to the aforesaid obligation of the Charterers or to the rights of the Owners on a Termination Event or to any other provision in this Charter, the Charterers shall forthwith give written notice to the Owners.

49.21 Right to Procure Insurance. In the event the Charterers fail to procure or maintain, or the insurance coverage required by this Clause 49, the Owners, upon 30 days' prior notice (unless such insurance coverage would lapse within such period, in which event notice shall be give as soon as reasonably possible) to the Owners of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same. All amounts so advanced for such purpose by the Owners and shall become an additional obligation of the Charterers to the Owners, and the Charterers shall forthwith pay such amounts to the Owners together with interest accrued thereon in accordance with Clause 38.7 from the date so advanced.

49.22 Modification of insurance requirements. Notwithstanding the foregoing provisions in this Clause 49, the Owners shall be entitled to review the requirements of this Clause 49 from time to time in order to take account of significant changes in circumstances arising

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as a result of any change in circumstances with respect to the Vessel (including without limitation the operation and maintenance thereof) or any amendment to the existing laws of, or adoption of new laws by, any relevant jurisdiction after the date of this Charter (such changes in circumstances to include, without limitation, changes in the availability or the cost of insurance and/or protection and indemnity coverage). The Owners may notify the Charterers in writing from time to time of any proposed modification to the requirements of this Clause 49 which they may reasonably deem appropriate as a result of such amendment to the existing laws of, or adoption of new laws by, that jurisdiction, or as a result of the opinion of an independent firm of marine insurance brokers or an independent firm of international reputable insurance consultant referred to in Clause 49.13 above. Such modification shall take effect on and from the date it is notified in writing to the Charterers as an amendment to this Clause 49 (or, if as a result of the said opinion, from the date of the said advice), and shall bind the Charterers accordingly.

50.
TOTAL LOSS

50.1 Total Loss. Notwithstanding anything to the contrary contained in this Charter, if the Vessel shall become a Total Loss:-

(a) this Charter shall be deemed as terminated from the Total Loss Date, and the Charterhire shall cease to be payable therefrom; and

(b) the Charterers shall pay to the Owners the Total Loss Sum on or before the earlier of (i) the date falling ninety (90) days after the Total Loss Date and (ii) the date of receipt by the Owners of the insurance proceeds relating to such Total Loss.

All insurance proceeds in respect of such Total Loss shall be paid to the Owners and shall be applied in deduction of the Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents. Any remaining insurance proceeds after such application shall be paid to the Charterers. For the avoidance of doubt, if such insurance proceeds are insufficient to settle the outstanding Total Loss Sum and all other amounts due and payable to the Owners pursuant to this Charter and the other Transaction Documents, the Charterers shall remain liable for the shortfall.

51.
FINANCIAL COVENANTS

51.1 Financial covenants. The Charterers shall procure the Guarantor to maintain at all times by a reference to the financial statements of the Charterers delivered pursuant to Clause 46.1:

(a) Working Capital of greater than US$0;

(b) Cash and Cash Equivalent Investments of not less than United States Dollars Fifteen Million (US$15,000,000); and

(c) ratio of(i) Consolidated Total Liabilities (excluding Cash and Cash Equivalent Investments) to (ii) Consolidated Total Assets (excluding Cash and Cash Equivalent Investments) of less than 7:10.

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51.2 Financial Definitions. For the purposes of this Clause 51, the following definitions shall apply:

"Cash"means, at any time, freely available cash at bank credited to an account in the name of the Guarantor or any of its Subsidiaries with a reputable financial institution and to which the Guarantor or any of its Subsidiaries is alone beneficially entitled and for so long as (i) that cash is repayable on demand; (ii) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Guarantor or any of its Subsidiaries or of any other person whatsoever or on the satisfaction of any other condition; and (iii) there is no Security over that cash, provided that amounts that are subject to any Security or any Encumbrance or otherwise not freely withdrawable solely by reason of a covenant as to minimum liquidity imposed on the Guarantor or any of its subsidiaries pursuant to the borrowing arrangements of the Guarantor or any of its subsidiaries shall be included in "Cash". For the avoidance of doubt, "Cash"shall also include the credit balance of the Debt Service Retention Account and each of the Debt Service Retention Accounts (as such term is defined in each of the Associated BBCs);

"Cash Equivalent Investments"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Cash Equivalent"means investments that are short term investments (excluding equity investments) which are readily convertible into cash without incurring any significant premium or penalty;

"Consolidated Total Assets"means at any time the aggregate of all assets which would be treated as an asset of the Group in accordance with GAAP.

"Consolidated Total Liabilities"means at any time the aggregate amount of all liabilities incurred by the Group in accordance with GAAP.

"Current Assets"means, at any time, the aggregate at such time of:-

(a) the cash, stocks, marketable securities and prepayments of the Group;

(b) the debtors and deposits of the Group payable on demand or within one year from the date of computation (but excluding any amounts due from another member of the Group); and

(c) any other assets of the Group which would, in accordance with GAAP (as used in the Guarantor's then most recent audited annual consolidated financial statements) be considered as current assets.

"Current Liabilities"at any time means the aggregate at such time of the obligations of the Group to pay money on demand or within six (6) months from the date of computation (but excluding any such obligations owed to any member of the Group) and any other obligations of the Group which would, in accordance with GAAP (as

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used in the Guarantor's then most recent audited annual consolidated financial statements), be considered as a current liability.

"Working Capital"means, on any date, Current Assets less Current Liabilities.

51.3 Financial Covenants to Other Lenders. If, at any time before the Actual Delivery Date or during the Charterhire Period, any covenant (a "New Covenant") regarding any aspect of the financial condition of the Guarantor and/or the Group has been given to any other lender or creditor in connection with Financial Indebtedness borrowed by, guaranteed by, or secured by security provided by the Guarantor, then the Charterers shall notify the Owners in writing within ten (10) Banking Days after the giving of the New Covenant, and:-

(a)

(b) if the New Covenant is of the same nature as, but imposes a more stringent standard than, any of the covenants set out in Clause 51.2 (Financial Covenants) or deemed incorporated as part of this Clause 51 (the "Existing Covenant"), then such Existing Covenant shall be replaced by the New Covenant which shall be deemed incorporated as part of this Clause 51.

(c) if the New Covenant is of a different nature to the Existing Covenants, then the Additional Covenant shall be deemed incorporated as part of and as an additional financial covenant in this Clause 51.

52.
ASSET VALUE

52.1 Clause 52.2 below applies if the Owners notify the Charterers that:

(a) the Market Value of the Vessel; plus

(b) the net realisable value of any additional security previously provided under Clause 52.2(a),

is at any time below one hundred twenty per cent. (130%) of the Charterhire Principal Balance.

52.2 If the Owners serves a notice on the Charterers under Clause 52.1, the Charterers shall, within fifteen (15) Banking Days after the date on which the Owners' notice is served, either:

(a) provide, or ensure that a third party provides, additional security acceptable in form and substance to the Owners which, in the opinion of the Owners, has a net realisable value at least equal to the shortfall and is documented in such terms as the Owners may approve or require; or

(b) prepay (at least) such part of the Charterhire Principal Balance as will eliminate the shortfall.

52.3 The Charterers shall promptly provide the Owners and any shipbroker or expert acting under this Clause 52 with any information which the Owners, the Approved Valuer, shipbroker or expert may reasonably request for the purposes of the valuation; and, if the Charterers fail to provide the information by the date reasonably specified in the request, the valuation may be made on any basis and assumptions which the Owners, Approved Valuer, shipbroker or expert consider prudent.

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52.4 The Charterers shall at its own cost provide the Owners with valuations addressed to the Owners of the Vessel and any other ship over which additional Security has been created in accordance with Clause 52.2, to enable the Owners to determine the Market Value of the Vessel and such other ship, such valuations to be provided on one occasion in each calendar year during the month of December if no Termination Event or Potential Termination Event has occurred and is continuing, and as many times as required by the Owners if a Termination Event or a Potential Termination Event has occurred and is continuing.

52.5 Any partial prepayment shall be made together with Breakage Costs (if any), and shall be applied towards reducing the Charterhire Principal Balance in the inverse order of maturity.

53.
CALL OPTION

53.1 The Charterers shall have the option to purchase the Vessel and the right to compel, require and oblige the Owners to enter into an agreement with the Charterers for the sale of the Vessel to the Charterers (the "Call Option") at the Call Option Price.

53.2 The Call Option may only be exercised by the Charterers if:-

(a) a written notice exercising the Call Option is served by the Charterers upon the Owners at least two (2) months before the date on which the Sale to the Charterers is intended to occur;

(b) the Sale to the Charterers takes place after the first (1^st) anniversary of the Actual Delivery Date; and

(c) no Termination Event has occurred and is continuing from the time such notice is served until the Sale to the Charterers has occurred.

53.3 If the Charterers fail to pay the Call Option Price, then the Owner may (but is not bound to) terminate this Charter in accordance with Clause 55.1, in lieu of their right to claim against the Charterer for the Call Option Price.

54.
TERMINATION EVENTS

54.1 Termination Events. Subject to Clause 54.3 (No Termination Event upon change of Approved Manager), each of the following events shall be a "Termination Event"for the purposes of this Charter:-

(a) Non-payment. An Obligor does not pay on the due date any amount payable under any Transaction Document unless such failure to pay is caused by an administrative or technical error or a Disruption Event, and payment is made within three (3) Banking Days of its due date.

(b) Breach of key provisions. Any breach occurs of Clauses 45.l(s) (No money laundering), 45.l(t) (Sanctions), 47.1 (Authorisations), 47.2 (Compliance with laws) 47.9 (Debt Service Retention Account), 47.10 (Merger), 47.16

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(Sanctions), 49 (Insurances), 51 (Financial Covenants) or 52 (Asset Value);

(c) Other obligations. Any Obligor does not comply with any provision of the Transaction Documents (other than those referred to in Clause 54.l(a) (Nonpayment) and (b) (Breach of key provisions), provided that no Termination Event will occur if the failure to comply is in the opinion of the Owners (acting reasonably) capable of remedy and is remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) the Charterers and/or the such Obligor becoming aware of the failure to comply.

(d) Misrepresentation. Any representation or statement made or deemed to be made by an Obligor in the Transaction Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, provided that no Termination Event will occur if the circumstances, events or omissions giving rise to such misrepresentation are capable of remedy and are remedied to the Owners' satisfaction within fourteen (14) days of the earlier of (i) the Owners giving notice to the Charterers and/or such Obligor and (ii) any Charterers and/or such Obligor becoming aware of the failure to comply.

(e) Cross default.

(i) Any Financial Indebtedness of any Obligor or member of the Group is not paid when due nor within any originally applicable grace period.

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(ii) Any Financial Indebtedness of any Obligor or member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(iii) Any commitment for any Financial Indebtedness of any Obligor or member of the Group is cancelled or suspended by a creditor of any Obligor or member of the Group as a result of an event of default (however described).

(iv) Any creditor of any Obligor or member of the Group becomes entitled to declare any Financial Indebtedness of any Obligor or member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(v) Any default under any Financial Indebtedness of any Obligor or any other member of the Group occurs and such default shall cause any Security on any asset of any Obligor or any other member of the Group securing such Financial Indebtedness to become enforceable.

(vi) No Termination Event will occur under this Clause 54.l(e) if:-

(A) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Obligors (other than the Approved Manager) falling within sub-paragraphs (i) to (v) above is less than United States Dollars One Million Five Hundred Thousand (US$1,500,000) (or its equivalent in any other currency or currencies); or

(B) the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness in respect of the Approved Manager falling within sub-paragraphs (i) to (v) above is less than United States Dollars Three Million (US$3,000,000) (or its equivalent in any other currency or currencies).

(f) Default under Associated BBCs. A "Termination Event" (as defined in any of the Associated BBCs) has occurred and is continuing.

(g) Failure to pay final judgment. Any Obligor or member of the Group fails to comply with or pay any sum due from it under any final judgment or any final order made or given by any court of competent jurisdiction within the period specified in the relevant judgment or if no period is specified within fifteen

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(15)days of such final judgment being issued.

(h) Insolvency.

(i) Any Obligor or member of the Group is or is presumed or deemed to be unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(ii) The value of the assets of any Obligor or member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

(iii) A moratorium is declared in respect of any indebtedness of any Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(i) Insolvency proceedings.

(i) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(1) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, provisional supervision or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor or member of the Group;

(2) a composition or arrangement with any creditor of any Obligor or member of the Group, or an assignment for the benefit of creditors generally of any Obligor or member of the Group or a class of such creditors;

(3) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Obligor or member of the Group or any of its assets; or

(4) enforcement of any security over any assets of any Obligor or member of the Group,

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or any analogous procedure or step is taken in any jurisdiction.

(j) Creditors' process. Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Obligor or member of the Group, or any analogous procedure or step is taken in any jurisdiction.

(k) Invalidity or unenforceability of Relevant Documents. Any of the Relevant Documents shall at any time and for any reason (apart from any reason due to the Owners) become invalid or unenforceable or otherwise cease to remain in full force and effect in any respect, or if the validity or enforceability of any of the Relevant Documents shall at any time and for any reason be contested.

(l) Unlawfulness. It is or becomes unlawful for an Obligor to perform any of its obligations under the Relevant Documents.

(m) Repudiation. An Obligor repudiates a Relevant Document or evidences an intention to repudiate a Relevant Document.

(n) Cessation of business. An Obligor suspends or ceases to carry on all or a material part of its business or there is a material change in the business of any Obligor's business.

(o) Shareholding.

(i) The Shareholder ceases to be the sole direct legal and equitable shareholder of the Charterers.

(ii) The Guarantor ceases to be the sole direct legal and equitable, or indirect equitable, shareholder of the Shareholder.

(iii) The Permitted Holders cease to legally, equitably and directly own, or equitably and indirectly own, at least fifty percent (50%) of the issued share capital of the Guarantor.

(iv) The Permitted Holders cease to be the sole direct legal and equitable, or indirect equitable, shareholders of the Approved Manager.

(p) Delisting. The shares of the Guarantors cease to be listed on the Stock Exchange, or are otherwise suspended from trading on the Stock Exchange for more than thirty (30) days.

(q) Failure to release Vessel from arrest. The Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim (other than for

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reasons attributable to the Owners) and is not released in accordance with Clause 48.11 (Prevention of and release from arrest/detention).

(r) Approvals revoked, expired etc.. Any consent, authorisation, licence or approval necessary for the Relevant Documents to be or remain the valid and legally binding obligations of the Obligors, or to enable the Obligors to perform their obligations hereunder or thereunder, shall be adversely modified or is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed, and such situation is not remedied within fourteen (14) days.

(s) Material adverse change. Any other event occurs or any other circumstances arise or develop including, without limitation:-

(i) a change in the business, operations, property or financial condition of any Obligor; or

(ii) any change in the global, economic, political, international money and/or capital markets,

which might reasonably be expected to have a Material Adverse Effect.

(t) Failure on maintenance and repairs. The Charterers fail to rectify any failure to comply with Clause 10(a)(i) (Maintenance and Repairs) as soon as practically possible after the Owners have requested the Charterers in writing so to do, so that the Insurances are not prejudiced.

(u) Security imperilled. Any Transaction Security is in any way imperilled or in jeopardy.

(v) Non-registration of Vessel. The Vessel is not or ceases to be registered under the Flag State.

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(w) Breach of Environmental Law or Environmental Approval; Environmental Claim. The Charterers or the Approved Manager fail to comply with any Environmental Law or any applicable Environmental Approval or the Vessel has been involved in any incident which gives rise or may give rise to an Environmental Claim against the Vessel, the Charterers and/or the Approved Manager if, in any such case, such non-compliance or incident or the consequences thereof could, in the reasonable opinion of the Owners, and having regard to any insurance cover available to meet any liabilities arising in relation to such incident, reasonably be expected to have a Material Adverse Effect.

(x) Breach of Insurances. The Charterers or any other relevant person fails to maintain or omits to comply with any requirements of the protection and indemnity association or other insurer with which the Vessel is entered for Insurances or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where any the Vessel operates or trades) is liable to cancellation, qualification or exclusion at any time.

54.2 Owners' right to terminate Charter. Upon the occurrence of a Termination Event, the Owners may (but not bound and without prejudice to the Charterers obligations) by written notice to the Charterers terminate this Charter and the chartering of the Vessel under this Charter forthwith and recover any and all amounts due and payable hereunder and/or resulting from such termination and to exercise its rights in the manner as set out in Clause 55.

54.3 No Termination Event upon change of Approved Manager. The occurrence of any event set out in Clause 54.1 (Termination Events) shall not constitute a Termination Event if:-

(a) such event relates solely to the Approved Manager (but not to any other Obligor or the Vessel); and

(b) the Approved Manager is replaced in accordance with Clause 48.1 (Approved Manager):-

(i) within fourteen (14) days of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event; or

(ii) if the grace period set out in sub-paragraph (i) above is not reasonably practicable having regard to the Vessel's contractual commitments at the time, the Charterers shall promptly notify the Owners in writing of the expected time frame, and the Approved Manager shall be so replaced as soon as reasonably practicable but in any event within one

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(1) month of the earlier of (x) the Owners giving notice to the Charterers and (y) the Charterers or the Approved Managers becoming aware of such event.

55.
OWNER'S RIGHTS ON TERMINATION AND EXPIRY OR CHARTER PERIOD

55.1 At any time after a Termination Event shall have occurred and is continuing or the right of the Owners to terminate this Charter under any other provisions of this Charter or at law has arisen, the Owners may, by notice in writing to the Charterers immediately, or on such other date as the Owners shall specify:

(a) if the Vessel has not yet been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners the amounts payable under Clause 56 (Fees, Costs and Expenses) and other amounts payable under the Transaction Documents; or

(b) if the Vessel has already been delivered to the Charterers, terminate its obligation to charter the Vessel to the Charterers, in which case the Charterers shall forthwith pay to the Owners, as liquidated damages, the Termination Sum.

55.2 Upon the giving of notice of termination under Clause 55.1:

(a) the Owners may exercise any other right or remedy which may be available to it at law or in equity, or proceed by appropriate judicial or administrative action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Charter;

(b) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(c) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

55.3 Upon the expiry of the Charter Period, the Charterers shall have paid to the Owners the End Charterhire and other amounts payable under the Transaction Documents, failing which:-

(a) the Vessel shall no longer be in the possession of the Charterers and the Charterers shall redeliver the Vessel to the Owners at the Owners' request in accordance with Clause 59 (Redelivery); and

(b) the Owners shall be entitled (but not bound and without releasing to the Charterers obligations hereunder) to retake possession of the Vessel.

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55.4 Following termination of the chartering of the Vessel hereunder pursuant to Clause 55.1 or the expiry of the Charter Period, the Charterers shall irrevocably continue to comply with their obligations under this Charter, including the payment of all amounts payable under this Charter and the Transaction Documents (including the Termination Sum) and/or compliance with the Owners' request for redelivery of the Vessel under Clause 59 (Redelivery).

55.5 For the purpose of securing to the Owners the due and punctual performance by the Charterers of its obligations under this Charter and any Transaction Documents to which it is a party, the Charterers hereby irrevocably and by way of security appoints the Owners as its attorney on its behalf and in its name or otherwise to execute or sign any document and do any act or thing which it is obliged to do under this Charter or any Transaction Documents to which it is a party, provided that this power of attorney shall only be capable of being exercised by the Owners until the occurrence of a Termination Event which is continuing.

55.6 Upon the expiry of the Charter Period or this Charter is terminated and upon full payment to the satisfaction of the Owners of the End Charterhire (in case of the expiry of the Charter Period) or the Termination Sum (in case of termination of the Charter) and all other amounts payable by the Charterers to the Owners under the Transaction Documents, the Owners shall, for a consideration of US$1, transfer to the Charterers (or its nominee) all of the Owners' rights, title and interest in the Vessel based on such Memorandum of Agreement in form and substance substantially the same as Norwegian Sale Form 2012 (or any updated version of the same) to be agreed and executed by the Owners and the Charterers and subject to the terms under Clauses 43.3, 43.4 and and 43.5. The transfer of ownership of the Vessel referred to in this Clause shall constitute the "Sale to the Charterers".

55.7 If the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), whether or not the Vessel has been delivered to the Charterers:

(a) subject to Clause 55.7A (Charterers' right of first refusal), the Owners shall be entitled (but not bound) to sell the Vessel, without the Charterers' consent, for such price and on such terms and conditions as it may, in its absolute discretion, think fit; and

(b) the gross proceeds of the sale of the Vessel received by the Owners (the "Gross Sale Proceeds") shall, after deduction of:

(i) all evidenced expenses, disbursements, taxes and expenses whatsoever as may have been incurred by the Owners in respect of the sale of the Vessel; and

(ii) any outstanding Termination Sum (in the case of Clause 55.1(b)) or any amounts payable under the Transaction Documents (in the case of Clause 55.l(a) or 55.3),

67

be retained by the Owners, only to be paid to the Charterers within fifteen (15) Banking Days after each of the Associated BBCs have terminated and all amounts payable to the Associated Owners under the Associated Transaction Documents have been duly received by the Associated Owners.

If the Gross Sale Proceeds are not sufficient to cover the amounts set out in subparagraphs (i) and (ii) above in full, the Charterers shall remain liable for the shortfall according to the terms of this Charter.

55.8 A Charterers' right of first refusal. If the Owners exercise its right to sell the Vessel pursuant to Clause 55.7 through private sale (instead of public auction), the Owners are obliged to notify the Charterers in writing of the proposed sale price (the "Proposed Price") and the proposed terms and conditions (the "Proposed Terms") offered by any third party to the Owners, and, provided that no Termination Event (as defined in the Associated BBCs) has occurred and is continuing, the Charterers shall have the right to purchase (or nominate a purchaser controlled by the Permitted Holders to purchase) the Vessel, to be exercised by the Charterers by written notice to the Owners within three (3) Banking Days of the Charterer's receipt of the said notice:-

(a) at a price no less than the sum of the amounts set out in Clause 55.7(b)(i) and (ii); and

(b) on such terms and conditions, each no less favourable to the Owners than the corresponding term or condition in the Proposed Terms or the Norwegian Sale Form 2012 (or any updated version of the same) (whichever is more favourable to the Owners),

and in any event subject to the requirements set out in Clauses 43.3 43.4 and 43.5.

55.9 If the Vessel has already been delivered to the Charterers and the Charterers fail to meet in full its payment obligations pursuant to Clause 55.1 or Clause 55.3 within three (3) Banking Days of the expiry of the Charter Period (in the case of Clause 55.1) or the Termination Date (in the case of Clause 55.3), the Owners shall be entitled (but not bound) to retain ownership title to the Vessel by declaration in writing to the Charterers:-

(a) declaring that the Owners shall retain ownership of the Vessel pursuant to this Clause;

(b) setting out the Market Value as of the Termination Date (in case of Clause 55.1) or as of the expiry of the Charter Period (in case of Clause 55.3); and

(c) setting out the difference between the Market Value and the Termination Sum (in the case of Clause 55.l(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3).

If the Market Value as of the Termination Date (in case of Clause 55.1) or the expiry of the Charter Period (in case of Clause 55.3) is less than the Termination Sum (in the

68

case of Clause 55.l(b)) or the amounts payable under the Transaction Documents (in the case of Clause 55.3), the Charterers shall remain liable to pay to the Owners such difference according to the terms of this Charter.

55A.
OWNERS' DEFAULT

(a) If, in the absence of any Termination Event which is continuing, the Vessel is arrested or otherwise detained as a result of the Owners' direct actions or omissions, the Owners shall at their own expense take all reasonable steps, including the provision of bail, to procure that the Vessel is released within a reasonable period of time.

(b) If any arrest or detention of the Vessel referred to in paragraph (a) above continues for a period of more than forty-five (45) days, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the notice period required under Clause 53.2(a) shall be shortened to ten (10) Banking Days before the date on which the Sale to the Charterers is intended to occur;

(ii) the requirement under Clause 53.2(b) shall not apply; and

(iii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b), (e) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

(c) Upon the termination of this Charter and the Sale to the Charterers pursuant to the procedure set out above, any liabilities and obligations of the Owners to the Charterers under the Transaction Documents, at law or otherwise shall be extinguished and fully discharged. The Parties agree that the Charterers' remedies in respect of any breach by the Owners of the Transaction Documents shall be limited to those set out in this Clause 55A.

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56.
FEES, COSTS AND EXPENSES

56.1 Upfront Fee. The Charterers shall pay the Owners a non-refundable upfront fee (the "Upfront Fee") pursuant to the terms of the Fee Letter.

56.2 Transaction expenses. The Charterers shall, within ten (10) Banking Days of demand, pay the Owners the amount of all properly documented costs and expenses (including legal fees) reasonably incurred by the Owners in connection with:-

(a) the negotiation, preparation, printing and execution of:-

(i) this Charter and any other documents referred to in this Charter;

(ii) any other Transaction Documents executed after the date of this Charter; and

(b) delivery of the Vessel under the MOA and this Charter.

56.3 Amendment costs. If an Obligor requests an amendment, waiver or consent, the Charterers shall, within ten (10) Banking Days of demand, reimburse the Owners for the amount of all costs and expenses (including legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement.

56.4 Enforcement costs. The Charterers shall, within three (3) Banking Days of demand, pay to the Owners the amount of all costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Transaction Document.

57.
ASSISGNMENT AND SET-OFF

57.1 This Charter shall be binding upon and enure for the benefit of the Owners and the Charterers and their respective successors and permitted assigns.

57.2 The Charterers shall not be entitled to assign or transfer any of their rights or obligations under this Charter, unless with the prior written consent of the Owners.

57.3 In addition to the right of the Owners to assign or transfer under Clause 42 and 43, the Owners may at any time assign or transfer any or all of its rights and/or obligations under this Charter and/or the other Transaction Documents to any bank, financial institution, trust, fund or other entity (or their nominees) without the prior consent of the Charterers. ICBC Financial Leasing Co., Ltd. may at any time after the Actual Delivery Date assign or transfer its ownership in the Owners to any of the aforementioned entities without the prior written consent of the Charterers. For the avoidance of doubt, any such assignment or transfer shall (i) be at the Owners' cost, (ii) not affect the Charterers' right of quiet enjoyment of the Vessel under this Charter and (iii) shall not result in any additional cost, liabilities or undertakings on the part of Charterers. The Charterers shall,

70

at the cost of the Owners, provide reasonable assistance in effecting any such transfer or assignment, including to enter into (and procure the other Obligors to enter into) novations, transfer agreements and acknowledgements of notices.

57.4 Without prejudice to any right of set-off, combination of accounts, lien or other rights which the Owners are at any time entitled whether by operation of law or contract or otherwise, the Owners may (but shall not be obliged to) set off against any obligation of the Charterers due and payable by it hereunder without prior notice any moneys held by the Owners for the account of the Charterers at any office of the Owners anywhere and in any currency. The Owners may effect such currency exchanges as are appropriate to implement such set-off and shall provide notice to the Charterers after such set-off.

58.
CONFIDENTIALITY

58.1 The Owners and the Charterers agree (and the Charterers shall procure the Obligors and the members of the Group to) keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 58.2 and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

58.2 A receiving party of any Confidential Information may disclose such Confidential Information:

(a) to its board of directors, officers and employees (on a need to know basis), shareholders, tax legal financial and other professional advisors and rating agencies;

(b) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(c) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(d) in the case of the Owners as the receiving party of such Confidential Information, to any person:

(i) to any actual or potential financier providing funding for the acquisition or refinancing of the Vessel;

(ii) to whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Transaction Documents and to any of that person's Affiliates, representatives and professional advisers;

(iii) to whom ICBCL Financial Leasing Co., Ltd. assigns or transfers (or

71

may potentially assign or transfer) its shareholding in the Owners pursuant to Clause 57.3;

(e) in the case of the Charterers, any other Obligor or any member of the Group being the receiving party of such Confidential Information, to the classification society and the Flag State as may be necessary in connect with the transaction contemplated under the Transaction Documents;

(f) to any other party to the Transaction Documents; or

(g) with the prior written consent of the disclosing party.

59.
REDELIVERY

59.1 Upon termination or expiry of this Charter, unless there is a Sale to the Charterers, the Owners shall have the right (but not bound) to require the Charterers to redeliver the Vessel to the Owners within thirty (30) days from the Termination Date or the expiry of the Charter Period:

(a) at the Vessel's current or next port of call, or at a port or place convenient to them without hindrance or interference to the Charterers, courts or local authorities; and

(b) with her class maintained without any conditions or recommendation; and

(c) free of average damage affecting the Vessel's class; and

(d) with all the Vessel's classification, trading, national and international certificates that the Vessel had when she was delivered under this Charter and the log book and whatsoever necessary relating to the operation of the Vessel, valid and un-extended without conditions or recommendation falling due for a minimum of three (3) months from the time of redelivery; and

(e) in the same or as good structure, state, condition and class as that in which she was deemed delivered under Clauses 3, 33 and 34 fair wear and tear not affecting class excepted; and

(f) with all such spare parts and other equipment she had at the time of delivery under this Charter together with all alterations made to the Vessel during the Charter Period without any cost to the Owners; and

(g) with all information generated during the Charter Period in respect of the physical condition of the Vessel onboard the Vessel and within the Charterers' possession.

72

59.2 The Charterers shall give the Owners not less than thirty (30) days' notices of the expected geographical range of redelivery.

59.3 Pending physical repossession of the Vessel in accordance with Clause 59.1, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners' representative. All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers' Master, officers and crew shall be the sole responsibility of the Charterers.

60.
COMMUNICATIONS

60.1 Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, email address (if any) or fax number appearing below (or at such other address, email address or fax number as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Owners:
Address:	c/o ICBC Financial Leasing Co., Ltd.
	10/F, Bank of Beijing Building, l7(C) Jinrong Street Xicheng District, Beijing, People's Republic of China
Email:	kouguangchao@icbcleasing.com
Attn:	Mr. Kevin Kou
Fax:	n/a
In the case of the Charterers:
Address:	c/o TMS Bulkers Ltd.
	Athens Licensed Shipping Office 11 Fragkokklisias Street, GR 151 25 Marousi, Athens, Greece
Email:	finance@tms-management.org
Attn:	Mr. Dimitris Glynos
Fax:	+30 210 8090205
Tel:	+30 216 2006213

A written notice includes a notice by email (if the recipient has provided its email address as an official mode of communication to the sender). Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email within twenty-four (24) hours of sending the relevant email or a delivery receipt message is received by the sender in respect of the relevant email. Facsimile acknowledged by the answerbacks shall be deemed to be delivered upon dispatch.

60.2 All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

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61.
MISCELLANEOUS

61.1 Time shall be of the essence of this Charter but no failure or delay on the part of any party to this Charter to exercise any power, right or remedy under any Transaction Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise by any party to this Charter of any power, right or remedy preclude any other or further exercise hereof or thereof or the exercise of any other power, right or remedy.

61.2 any amendment or waiver of any provision of this Charter or any other Transaction Documents shall only be effective if the Owners and the Charterers so agree in writing. Any consent by the Owners under this Charter or any Transaction Document must be made in writing. In addition, any such waiver or consent may be given subject to any conditions thought fit by the Owners and shall be effective only in the instance and for the purpose for which it is given.

61.3 The remedies provided in this Charter and any Transaction Document are cumulative and are not exclusive of any remedies provided by law.

61.4 If any provision of this Charter and any Transaction Document is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

61.5 This Charter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Charter by signing any such counterpart.

61.6 Any person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

61.7 In the event of any inconsistency in the terms set out in Part I and Part II of this Charter and the Additional Clauses (i.e. Clauses 32 to 62 and Schedules 1 to 5) of this Charter, then the terms of the Additional Clauses shall prevail.

62.
LAW AND DISPUTE RESOLUTION

62.1 This Charter and any non-contractual obligations arising out of or in connection therewith shall be governed by and construed in accordance with English law.

62.2 (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Charter (including any dispute regarding the existence, validity or termination of this Charter) (a "Dispute").

(b) The Owners and the Charterers agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

74

(c) This Clause 62.2 is for the benefit of the Owners only. As a result, the Owners shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

62.3 The Charterers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(a) suit;

(b) jurisdiction of any court;

(c) relief by way of injunction or order for specific performance or recovery of property;

(d) attachment of its assets (whether before or after judgment); and

(e) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

62.4 Without prejudice to any other mode of service allowed under any relevant law, the Charterers:-

(a) irrevocably appoints Ince Process Agents Limited of 2 Leman Street, London El 8QN, London, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Transaction Document to which it is a party; and

(b) agrees that failure by the process agent to notify the Charterers of the process will not invalidate the proceedings concerned.

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SCHEDULE 1

PAYMENT DATES AND FIXED CHARTERHIRE

	Payment Date	Fixed Charterhire (US$)
		Nasaka
1.	Actual Delivery Date	12,000,000 (the "Advance Charterhire Amount")
2.	Date falling 3 months after the Actual Delivery Date	200,000
3.	Date falling 6 months after the Actual Delivery Date	200,000
4.	Date falling 9 months after the Actual Delivery Date	200,000
5.	Date falling 12 months after the Actual Delivery Date	200,000
6.	Date falling 15 months after the Actual Delivery Date	200,000
7.	Date falling 18 months after the Actual Delivery Date	200,000
8.	Date falling 21 months after the Actual Delivery Date	200,000
9.	Date falling 24 months after the Actual Delivery Date	200,000
10.	Date falling 27 months after the Actual Delivery Date	200,000
11.	Date falling 30 months after the Actual Delivery Date	200,000
12.	Date falling 33 months after the Actual Delivery Date	200,000
13.	Date falling 36 months after the Actual Delivery Date	200,000
14.	Date falling 39 months after the Actual Delivery Date	200,000
15.	Date falling 42 months after the Actual Delivery Date	200,000
16.	Date falling 45 months after the Actual Delivery Date	200,000
17.	Date falling 48 months after the Actual Delivery Date	200,000
18.	Date falling 51 months after the Actual Delivery Date	200,000
19.	Date falling 54 months after the Actual Delivery Date	200,000
20.	Date falling 57 months after the Actual Delivery Date	200,000
21.	Date falling 60 months after the Actual	200,000

76

	Delivery Date
22.	Date falling 63 months after the Actual Delivery Date	200,000
23.	Date falling 66 months after the Actual Delivery Date	200,000
24.	Date falling 69 months after the Actual Delivery Date	200,000
25.	Date falling 72 months after the Actual Delivery Date	200,000
26.	Date falling 75 months after the Actual Delivery Date	200,000
27.	Date falling 78 months after the Actual Delivery Date	200,000
28.	Date falling 81 months after .the Actual Delivery Date	200,000
29.	Date falling 84 months after the Actual Delivery Date	200,000
30.	Date falling 87 months after the Actual Delivery Date	200,000
31.	Date falling 90 months after the Actual Delivery Date	200,000
32.	Date falling 93 months after the Actual Delivery Date	200,000
33.	Date falling 96 months after the Actual Delivery Date	5,800,000 (the "End Charterhire Amount")
Total Fixed Charterhire Payable (i.e. the Charterhire Principal)		24,000,000

Notes:

(a)The above dates are subject to adjustment pursuant to Clause 38.1(c).

77

SCHEDULE 2

INTEREST RELATED PROVISIONS

A
INTEREST RATE

1 Subject to the provisions of this Section A, the rate of interest on the Charterhire Principal Balance in respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest Period.

2 The Owners shall notify the Charterers of each rate of interest as soon as reasonably practicable after each is determined by the Owners.

3Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for an Interest Period, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) Dollars; or

(ii) an Interest Period and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Reference Bank Rate as of 11 a.m. (London time) on the Quotation Date and for a period equal in length to that Interest Period.

(c) Cost of funds: If sub-paragraph (b) above applies but no Reference Bank Rate is available for Dollars or the relevant Interest Period, there shall be no LIBOR and paragraph 6 (Cost of funds) shall apply to that Interest Period.

4 Calculation of Reference Bank Rate

(a) Subject to sub-paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by or about noon (London time) on the Quotation Date, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon (London time) on the Quotation Day, none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

5 Market disruption and discontinuance of LIBOR

(a) If the Owners have obtained refinancing from the Mortgagee, and the interest rate under the refinancing is adjusted pursuant to the terms thereof due to the funding cost of the Mortgagee (which, for this purpose, includes any participating bank in the refinancing loan) being in excess of LIBOR, then paragraph 6 (Cost of funds) shall apply for the relevant Interest Period.

2

(b) If it becomes apparent to the parties hereto that the Screen Rate for LIBOR will be discontinued indefinitely in the London interbank market, if the Owners so requires (such request to be made no earlier than ninety (90) days before the scheduled date of such discontinuance of LIBOR), the Owners and the Charterers shall enter into negotiations with a view to agreeing a substitute basis for determining the rate of interest. Any alternative basis so agreed shall be binding on the Owners and the Charterers.

6Cost of funds

(a) If this paragraph 6 applies, the rate of interest for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified by the Owners to the Charterers as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum either (I) the cost of funding of the Mortgagee as may be notified by the Mortgagee to the Owners from time to time or (2) (if the Owners have not obtained any refinancing from a Mortgagee), the cost of funding of banks generally as may be reasonably determined by the Owners with reference to cost of funding notified to the Owners' Affiliates by their lenders from time to time.

(b) If this paragraph 6 applies and Owners or the Charterers so requires, Owners and the Charterers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall be binding on the Owners and the Charterers.

(d) If the rate of interest is determined in accordance with paragraph (a) above for two (2) or more consecutive Interest Periods, the Charterers shall be entitled to purchase the Vessel pursuant to Clause 53 (Call Option), except that:-

(i) the requirement under Clause 53.2(b) shall not apply; and

(ii) the purchase price of the Vessel shall be the sum of:-

(A) the Termination Sum (excluding the amounts set out in paragraphs (b) and (f) of the definition thereof) as at the date on which the Sale to the Charterers occurs; and

(B) the Charterhire Principal Balance as at the date on which the Sale to the Charterers occurs.

B
INTEREST PERIOD

1 The first Interest Period applicable to the Charterhire Principal Balance shall commence on the Actual Delivery Date and subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

3

2 Subject to the other Clauses in this section, each Interest Period shall be three (3) months or such other period as notified by the Owners to the Charterers. No Interest Period shall overrun a Payment Date and shall instead end of such Payment Date.

3 In respect of an instalment of the Fixed Charterhire due to be paid under Clause 37 (Charterhire) on a particular Payment Date, an Interest Period shall end on that Payment Date.

C
DEFAULT INTEREST

1 An Obligor shall pay interest in accordance with the following provisions of this Section C on any amount payable by that Obligor under any Transaction Document which the Owners do not receive on or before the relevant date, that is:

(a) the date on which such Transaction Document provides that such amount is due for payment; or

(b) if such Transaction Document provides that such amount is payable on demand, the date falling three (3) Banking Days after the day on which the demand is served; or

(c) if such amount has become forthwith due and payable under Clause 55.1, the date on which it becomes forthwith due and payable.

2 Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Owners to be eight percent (8%) above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted part of the Charterhire Principal Balance in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Owners acting reasonably.

3 If any overdue amount consists of all or part of the Fixed Charterhire which became due on a day which was not the last day of an Interest Period relating to the Charterhire Principal Balance:-

(a) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Charterhire Principal Balance; and

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be six percent (6%) higher than the rate which would have applied if the overdue amount had not become due.

4 The Owners shall promptly notify the Charterers of each interest rate determined under paragraph 3 above and of each Interest Period selected for the purposes of paragraph 2; but this shall not be taken to imply that the Charterers are liable to pay such interest only with effect from the date of the Owners' notification.

5 Subject to the other provisions of this Charter, any interest due under this Section C shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Owner.

6 Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

4

SCHEDULE 3

FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

PROTOCOL OF DELIVERY AND ACCEPTANCE UNDER BAREBOAT CHARTER FOR M.V. "NASAKA"

m.v. "Nasaka" with IMO no. 9602423 (the "Vessel") was delivered to and accepted by Aquarius Owners Inc. as charterers of the Vessel, pursuant to the Bareboat Charter dated [•] and made with Hai Kuo Shipping 1626 Limited as Owners of the Vessel, at[•] hours([•] Time) on[•] at[•].

for and on behalf of Aquarius Owners Inc.	for and on behalf of Hai Kuo Shipping 1626 Limited
Name: Title:	Name: Title:

5

SCHEDULE 4

AMOUNTS UNDER PARAGRAPH (b) OF

THE DEFINITION OF TERMINATION SUM

	Time period during which this Charter is terminated		Amount (US$)
	Start Date (inclusive)	End Date (exclusive)	Nasaka
1.	Actual Delivery Date	Date falling 3 months after the Actual Delivery Date	12,300,000
2.	Date falling 3 months after the Actual Delivery Date	Date falling 6 months after the Actual Delivery Date	12,095,000
3.	Date falling 6 months after the Actual Delivery Date	Date falling 9 months after the Actual Delivery Date	11,890,000
4.	Date falling 9 months after the Actual Delivery Date	Date falling 12 months after the Actual Delivery Date	11,685,000
5.	Date falling 12 months after the Actual Delivery Date	Date falling 15 months after the Actual Delivery Date	11,480,000
6.	Date falling 15 months after the Actual Delivery Date	Date falling 18 months after the Actual Delivery Date	11,275,000
7.	Date falling 18 months after the Actual Delivery Date	Date falling 21 months after the Actual Delivery Date	11,070,000
8.	Date falling 21 months after the Actual Delivery Date	Date falling 24 months after the Actual Delivery Date	10,865,000
9.	Date falling 24 months after the Actual Delivery Date	Date falling 27 months after the Actual Delivery Date	10,660,000
10.	Date falling 27 months after the Actual Delivery Date	Date falling 30 months after the Actual Delivery Date	10,455,000
11.	Date falling 30 months after the Actual Delivery Date	Date falling 33 months after the Actual Delivery Date	10,250,000
12.	Date falling 33 months after the Actual Delivery Date	Date falling 36 months after the Actual Delivery Date	10,045,000
13.	Date falling 36 months after the Actual Delivery Date	Date falling 39 months after the Actual Delivery Date	9,840,000
14.	Date falling 39 months after the Actual Delivery Date	Date falling 42 months after the Actual Delivery Date	9,635,000

6

15.	Date falling 42 months after the Actual Delivery Date	Date falling 45 months after the Actual Delivery Date	9,430,000
16.	Date falling 45 months after the Actual Delivery Date	Date falling 48 months after the Actual Delivery Date	9,225,000
17.	Date falling 48 months after the Actual Delivery Date	Date falling 51 months after the Actual Delivery Date	9,020,000
18.	Date falling 51 months after the Actual Delivery Date	Date falling 54 months after the Actual Delivery Date	8,815,000
19.	Date falling 54 months after the Actual Delivery Date	Date falling 57 months after the Actual Delivery Date	8,610,000
20.	Date falling 57 months after the Actual Delivery Date	Date falling 60 months after the Actual Delivery Date	8,405,000
21.	Date falling 60 months after the Actual Delivery Date	Date falling 63 months after the Actual Delivery Date	8,200,000
22.	Date falling 63 months after the Actual Delivery Date	Date falling 66 months after the Actual Delivery Date	7,995,000
23.	Date falling 66 months after the Actual Delivery Date	Date falling 69 months after the Actual Delivery Date	7,790,000
24.	Date falling 69 months after the Actual Delivery Date	Date falling 72 months after the Actual Delivery Date	7,585,000
25.	Date falling 72 months after the Actual Delivery Date	Date falling 75 months after the Actual Delivery Date	7,380,000
26.	Date falling 75 months after the Actual Delivery Date	Date falling 78 months after the Actual Delivery Date	7,175,000
27.	Date falling 78 months after the Actual Delivery Date	Date falling 81 months after the Actual Delivery Date	6,970,000
28.	Date falling 81 months after the Actual Delivery Date	Date falling 84 months after the Actual Delivery Date	6,765,000
29.	Date falling 84 months after the Actual Delivery Date	Date falling 87 months after the Actual Delivery Date	6,560,000
30.	Date falling 87 months after the Actual Delivery Date	Date falling 90 months after the Actual Delivery Date	6,355,000
31.	Date falling 90 months after the Actual Delivery Date	Date falling 93 months after the Actual Delivery Date	6,150,000
32.	Date falling 93 months after the Actual Delivery Date	Date falling 96 months after the Actual Delivery Date	5,945,000

7

33. On or after the date falling 96 months after the Actual Delivery Date 0

8

SCHEDULES

EXISTING LEGAL PROCEEDINGS

1. An investigation was carried out by Chinese authorities in connection with an alleged collision of the vessel Catalina with a fishing boat while enroute to Indonesia on May 7, 2016. The vessel remained detained in Ningbo, China and was released during July 2016. Following determination of the Chinese Maritime authorities on the apportionment of inter ship liability, the P&I Club proceeded with the settlement of the property damage claim of the owners of the fishing boat. Crew claims were separately settled by such club. The criminal proceedings in relation to such case are now closed.

2. HPOR Servicos De Consultaria Ltda ("HPOR") on September 1, 2016 commenced London arbitration references against, among others, the Guarantor, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, the Guarantor for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. The Guarantor is disputing such allegations and have counterclaimed repayment of the commission already paid to HPOR. On March 7, 2018, the Tribunal issued awards in each of the references disallowing HPOR's claims and allowing the counterclaims brought by the Guarantor. HPOR has since filed an application with the Court of Appeals in the U.K. for leave to appeal the arbitration awards.

3. On July 4, 2017, the Guarantor announced that the Guarantor and Mr. Economou had been named as defendants in a lawsuit filed in High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest. The plaintiff sought, among other things, a temporary restraining order and preliminary injunction to suspend any further issuances of our new shares of commons stock by the Guarantor at a price per share below the price specified by the plaintiff in the complaint, as well as certain other compensatory and punitive damages specified in the complaint. On July 24, 2017, the High Court of the Marshall Islands (the "Court") issued an order denying plaintiffs motion for a preliminary injunction. On August 10, 2017, the plaintiff filed a first amended complaint that added a new plaintiff, and was styled as a direct action only, alleging three new counts for breach of fiduciary duties and constructive fraud, and removing certain of the counts asserted in the original complaint. The plaintiffs requested to proceed pro se and on August 16, 2017, the Court granted a motion to withdraw filed by plaintiffs' counsel. On August 22, 2017, now acting pro se, plaintiffs filed a motion for leave to file a second amended complaint, making certain changes to the allegations of the first amended complaint and propounding an additional count for breach of fiduciary duties. The most recent complaint seeks compensatory damages of$ 1.56 million and treble punitive damages of $4.68 million against Mr. Economou, and requests injunctive and equitable relief against the Guarantor. The Guarantor and Mr. Economou believe the complaint, as amended, to be without merit and filed motions to dismiss the second amended complaint. At the oral argument on defendants' motions to dismiss, held on February 2, 2018, the Court announced that it was inclined to grant both motions to dismiss, and directed the parties to submit proposed orders on or before February 23, 2018. The Court stated that after the Court received and reviewed all timely proposed orders, it would issue final decisions in writing. On February 26, 2018, plaintiff filed a motion for voluntary dismissal without prejudice. On March 6, 2018, defendants filed a joint opposition to plaintiff's motion for voluntary dismissal and moved to strike plaintiffs notice of dismissal and for the entry of dismissal with prejudice, which plaintiff

9

opposed. The Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiff filed a new action in the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.). To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and intend to contest the allegations in the Texas action.

4. On August 2, 2017, a purported class action complaint was filed in the United States District Court for the Eastern District of New York (No. l 7-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, the Guarantor and two of the Guarantor's executive officers. The complaint alleges that the Guarantor and two of our executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Guarantor will respond to the complaint by the appropriate deadline to be set in the future, which is presently set at May 25, 2018. To the best of the Guarantor's knowledge after due enquiry and investigation, the complaint is without merit and plan to vigorously defend themselves against the allegations.

5. On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017- 198) by certain Ocean Rig Creditors against, among others, the Guarantor and two of its executive officers (who currently are directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(l), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. The Guarantor (and all other defendants) moved to dismiss the case on October 31, 2017, and the motion has been briefed. In a scheduling conference held on February 14, 2018 in the Marshall Islands, the Court scheduled oral argument to proceed on June 6, 2018. The Guarantor is not in a position at this time to express an opinion as to the ultimate outcome of this matter, or to provide an estimate on the amount or range of any potential loss. To the best of the Guarantor's knowledge after making due enquiry and investigation, the allegations are frivolous and without merit.

Ocean Rig has funded a preserved claims trust (the "PCT"). The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig Creditors. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all of the scheme creditors in the restructuring.

The Guarantor received a subpoena from the US Securities and Exchange Commission requesting certain documents and information from the Guarantor in connection with offerings made by the Guarantor between June 2016 and July 2017. The Guarantor is providing the requested information to the SEC.

6. During September 2017, the vessels Majorca and Marbella experienced two grounding incidents with approximately total off-hire days of 82 days and 33 days, respectively, while the total recoverable cost is estimated to be $1.8 million and $0.6 million, respectively, which will be covered by the Guarantor's H&M insurers.

Notes:

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a. None of the above-stated legal proceedings have any connection with the Vessel or the Obligors (other than the Guarantor).

b. None of the above-stated legal proceedings would potentially attract criminal or other liability other than pecuniary civil liability.

11

SIGNATURE PAGE

OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1626 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
/s/ Vesta Chan
Signature of witness:
Name:  Vesta Chan
Title:

CHARTERERS
EXECUTED and DELIVERED as a DEED	)
for and on behalf of	)
AQUARIUS OWNERS INC.	)
By its duly appointed attorney-in-fact	)
	)
pursuant to its power of attorney	)
dated	)
in the presence of	)
Signature of witness:
Name:
Title:

12

SIGNATURE PAGE

OWNERS
SIGNED for and on behalf of	)
HAI KUO SHIPPING 1626 LIMITED	)
by its duly appointed attorney-in-fact	)
	)
pursuant to its power of attorney	)
dated	)
in the presence of	)
Signature of witness:
Name:
Title:

CHARTERERS
EXECUTED and DELIVERED as a DEED	)
for and on behalf of	)
AQUARIUS OWNERS INC.	)
By its duly appointed attorney-in-fact	)
Savvas Tournis	)
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
/s/ Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Title:  Attorney-at-Law
52 Ag. Konstantinou Street – 151 24 Marousi Athens, Greece Tel:  +30 210 6140580

13

EX-4.104

Exhibit 4.104

PRIVATE AND CONFIDENTIAL

Dated                4 May               2018

SERENITY OWNERS INC.
KAHUNA OWNERS INC.
MARATHI OWNERS INC.
MELTEMI OWNERS INC.

and
AQUARIUS OWNERS INC.

as Charterers

and

HAI KUO SHIPPING 1621 LIMITED

HAI KUO SHIPPING 1622 LIMITED

HAI KUO SHIPPING 1623 LIMITED

HAI KUO SHIPPING 1625 LIMITED

and

HAI KUO SHIPPING 1626 LIMITED

as Owners

_____________________________________________________

INTERCREDITOR AGREEMENT

________________________________________________

REED SMITH RICHARDS BUTLER

TABLE OF CONTENTS

CLAUSE NO.   CLAUSE HEADING		PAGE
1.	INTERPRETATION	3
2.	AGREEMENT	6
3.	RELATIONSHIP BETWEEN THE OWNERS	7
4.	APPLICATION OF RECOVERIES.	10
5.	TERM OF AGREEMENT	11
6.	FURTHER ASSURANCES	11
7.	GENERAL INDEMNITY	11
8.	CURRENCY CONVERSION AND INDEMNITY	12
9.	DEFENCES	12
10.	SUSPENSE ACCOUNTS	13
11.	AMENDMENTS	13
12.	COMMUNICATIONS	13
13.	MISCELLANEOUS	14
14.	CHANGES TO PARTIES	15
15.	ACCESSION	15
16.	RELEASE	15
17.	MISCELLANEOUS	16
18.	GOVERNING LAW AND JURISDICTION	16
SIGNATORIES TO THE INTERCREDITOR AGREEMENT		18
SCHEDULE 1.		24
FORM OF DEED OF ACCESSION		24
SCHEDULE 2.		28
FORM OF NOTICE AND ACKNOWLEDGEMENT OF ACCESSION.		28
SCHEDULE 3 FORM OF DEED OF RELEASE		31
SCHEDULE 4.		35
FORM OF NOTICE AND ACKNOWLEDGEMENT OF RELEASE		35

THIS INTERCREDITOR AGREEMENT (this "Agreement") is made on 4 May 2018

BETWEEN

(1) SERENITY OWNERS INC., a corporation incorporated under the laws of the Republic of Marshall Islands ("Charterer 1");

(2) KAHUNA OWNERS INC., a corporation incorporated under the laws of the Republic of Marshall Islands ("Charterer 2");

(3) MARATHI OWNERS INC., a corporation incorporated under the laws of the Republic of Marshall Islands ("Charterer 3");

(4) MELTEMI OWNERS INC., a corporation incorporated under the laws of the Republic of Marshall Islands ("Charterer 4");

(5) AQUARIUS OWNERS INC., a corporation incorporated under the laws of the Republic of Marshall Islands ("Charterer 5");

(6) HAI KUO SHIPPING 1621 LIMITED, a corporation incorporated under the laws of the Republic of Marshall Islands ("Owner 1");

(7) HAI KUO SHIPPING 1622 LIMITED, a corporation incorporated under the laws of the Republic of Marshall Islands ("Owner 2");

(8) HAI KUO SHIPPING 1623 LIMITED, a corporation incorporated under the laws of the Republic of Marshall Islands ("Owner 3");

(9) HAI KUO SHIPPING 1625 LIMITED, a corporation incorporated under the laws of the Republic of Marshall Islands ("Owner 4"); and

(10) HAI KUO SHIPPING 1626 LIMITED, a corporation incorporated under the laws of the Republic of Marshall Islands ("Owner 5").

WHEREAS:-

(A) By a memorandum of agreement in respect of m.v. "Bacon" (IMO no. 9639517) ("Vessel 1") dated on or about the date hereof (together with all amendments and supplements thereto from time to time, the "MOA 1") entered into between Charterer 1 as sellers and Owner 1 as buyers, Charterer 1 agreed to sell and Owner 1 agreed to purchase Vessel 1 upon the terms and conditions set out in the MOA 1.

(B) By a bareboat charter dated on or about the date hereof (together with all amendments and supplements thereto from time to time, the "BBC 1") between Owner 1 as owner and Charterer 1 as bareboat charterers, Owner 1 agreed to lease Vessel 1 to Charterer 1, and Charterer 1 agreed to take Vessel 1 on bareboat charter upon the terms and conditions set out in the BBC 1.

1

(C) By a memorandum of agreement in respect of m.v. "Castellani" (IMO no. 9602409) ("Vessel 2") dated on or about the date hereof (together with all amendments and supplements thereto from timeto time, the "MOA 2") entered into between Charterer 2 as sellers and Owner 2 as buyers, Charterer 2 agreed to sell and Owner 2 agreed to purchase Vessel 2 upon the terms and conditions set out in the MOA 2.

(D) By a bareboat charter dated on or about the date hereof (together with all amendments and supplements thereto from time to time, the "BBC 2") between Owner 2 as owner and Charterer 2 as bareboat charterers, Owner 2 agreed to lease Vessel 2 to Charterer 2, and Charterer 2 agreed to take Vessel 2 on bareboat charter upon the terms and conditions set out in the BBC 2.

(E) By a memorandumof agreement in respect of m.v. "Marini" (IMO no. 9639529 ("Vessel 3") dated on or about the date hereof (together with all amendments and supplements thereto from time to time, the "MOA 3") entered into between Charterer 3 as sellers and Owner 3 as buyers, Charterer 3 agreed to sell and Owner 3 agreed to purchase Vessel 3 upon the terms and conditions set out in the MOA 3.

(F) By a bareboat charter dated on or about the date hereof (together with all amendments and supplementsthereto from time to time, the "BBC 3") between Owner 3 as owner and Charterer 3 as bareboat charterers, Owner 3 agreed to lease Vessel 3 to Charterer 3, and Charterer 3 agreed to take Vessel 3 on bareboat charter upon the terms and conditions set out in the BBC 3.

(G) By a memorandumof agreement in respect of m.v. "Morandi" (IMO no. 9627837) ("Vessel 4") dated on or about the date hereof (together with all amendments and supplements thereto from time to time, the "MOA 4") entered into between Charterer 4 as sellers and Owner 4 as buyers, Charterer 4 agreed to sell and Owner 4 agreed to purchase Vessel 4 upon the terms and conditions set out in the MOA 4.

(H) By a bareboat charter dated on or about the date hereof (together with all amendments and supplements thereto from time to time, the "BBC 4") between Owner 4 as owner and Charterer 4 as bareboatcharterers, Owner 4 agreed to lease Vessel 4 to Charterer 4, and Charterer 4 agreed to take Vessel 4 on bareboat charter upon the terms and conditions set out in the BBC 4.

(I) By a memorandum of agreement in respect of m.v. "Nasaka" (IMO no. 9602423) ("Vessel 5") datedon or about the date hereof (together with all amendments and supplements thereto from time to time, the "MOA 5", and together with MOA 1, MOA 2, MOA 3 and MOA 4, the "MOAs") entered into between Charterer 5 as sellers and Owner 5 as buyers, Charterer 5 agreed to sell and Owner 5 agreed to purchase Vessel 5 upon the terms and conditions set out in the MOA 5.

(J) By a bareboatcharter dated on or about the date hereof (together with all amendments and supplements thereto from time to time, "BBC 5") between Owner 5 as Owner and Charterer 5 as bareboat charterers, Owner 5 agreed to lease Vessel 5 to Charterer 5, and Charterer 5 agreed to take Vessel 5 on bareboat charter upon the terms and conditions set out in the BBC 5.

(K) It is a condition to the transactions contemplated in the MOAs and the BBCs that this Agreement shall have been executed and delivered by each of the parties hereto.

2

(L) This Agreement shall be designated as the "Intercreditor Deed" under each BBC (as defined below).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

Unless the context otherwise requires, the following terms below shall have the following meanings in this Agreement:

"Associated BBCs" means, in respect of a BBC, the BBCs, other than itself.

"Associated Charterers" means, in respect of a Charterer, the Charterers, other than itself.

"Associated Obligors" means each party defined as an "Obligor" under each Associated BBC.

"Associated Owners" means, in respect of an Owner, the Owners, other than itself.

"Associated Transaction Documents" means, each of the Transaction Documents to which an Associated Owner is a party to.

"Associated Vessels" means, in respect of a Vessel, the Vessels other than itself. "BBC Surplus Amount" means the surplus amount remaining from either:

(a) the proceeds received by an Owner in respect of any sale of a Vessel under the terms of the BBC to which such Owner is a party;

(b) the proceeds of insurances received by an Owner in respect of Total Loss (as such term is defined in the BBC to which such Owner is a party) of a Vessel; or

(c) the proceeds received by an Owner upon the exercise of its rights, remedies, powers and discretion under the Transaction Documents (to which such Owner is a party),

in each case, after deduction and satisfaction in full of, all amounts owing to that Owner under the Transaction Documents (to which such Owner is a party).

"BBCs" means:

(a) the Original BBCs other than such BBC to which a Party whose rights have been released and terminated pursuant to Clause 16 (Release) is a party to;

(b) such bareboat charter to which each party acceding to this Agreement pursuant to Clause 15 (Accession) is a party to; and

3

(c) any other documents designated as such by the Parties.

"Charterers" means:

(a) the Original Charterers, other than those whose rights and obligations have been released and terminated pursuant to Clause 16 (Release); and

(b) each party acceding to this Agreement as a Charterer pursuant to Clause 15 (Accession),

and "Charterer" means any one of the Charterers.

"Losses" means all losses, costs, charges, expenses, fees, payments, liabilities, penalties, fines, damages or other sanctions of a monetary nature.

"Incapacity" means in relation to a person, the insolvency, liquidation, dissolution, winding-up, administration, receivership, administrative receivership, reconstruction or other incapacity of that person whatsoever (and, in the case of a partnership, includes the termination of the partnership).

"Deed of Accession" means a deed substantially in the form set out in Schedule 1 (Form of Deed of Accession).

"Deed of Release" means a deed substantially in the form set out in Schedule 2 (Form of Deed of Release).

"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement, security interest or other encumbrance of any kind in each case, securing or conferring any priority of payment in respect of any obligation of any person and includes any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any applicable law.

"Guarantor" mean each party defined as a "Guarantor" under each BBC. "Manager" means each party defined as an "Approved Manager" under each BBC. "Obligor" means each party defined as an "Obligor" under each BBC.

"Original BBCs" means BBC 1, BBC 2, BBC 3, BBC 4 and BBC 5.

"Original Charterers" means Charterer 1, Charterer 2, Charterer 3, Charterer 4 and Charterer 5.

"Original Owners" means Owner 1, Owner 2, Owner 3, Owner 4 and Owner 5.

4

"Owners" means:

(a) the Original Owners, other than those whose rights and obligations have been released and terminated pursuant to Clause 16 (Release); and

(b) each party acceding to this Agreement as an Owner pursuant to Clause 15 (Accession),

and "Owner" means any one of the Owners.

"Party" means a party to this Agreement including those as acceded to this Agreement as per Clause 15 (Accession) from time to time, and excluding those as released from this Agreement and "Parties" means each of them.

"Relevant Transaction Documents" means in relation to an Owner, each of the Transaction Documents to which such Owner is a party to.

"Secured Obligations" means any and all of the moneys, liabilities and obligations of the Obligors (whether or not for the payment of money, and including any obligation to pay damages for breach of contract) which are or may become payable to the Owners or any of them under or pursuant to all Transaction Documents and/or all other obligations hereby secured.

"Secured Property" means:

(a) the assets and rights in respect of which Encumbrances are granted and the rights and powers given to the Owners or any of them, as the case may be, under and pursuant to the Transaction Documents from time to time, including the covenants given in respect of the obligations under the Transaction Documents;

(b) all assets, rights, powers, guarantees, Encumbrances or money at any time transferred, paid to or vested in the each Owner as additions to the Secured Property; and

(c) all investments, property or money at any time representing the Secured Property or any part thereof, including all income and other sums at any time received or receivable in respect of the Secured Property (or any part thereof).

"Security" means all Encumbrances created under or pursuant to the Transaction Documents.

"Shareholder" means each party defined as a "Shareholder" under each BBC.

"Termination Event" means an event defined as a "Termination Event" under each BBC.

"Transaction Documents" means all documents falling within the definition of a "Transaction Document" under all BBCs.

5

"Vessels" means each vessel defined as a "Vessel" under each BBC.

1.2 Interpretation

(a) The headings in this Agreement do not affect its interpretation.

(b) A Termination Event or other default is "continuing" if it has not been waived.

(c) References to (or to any specified provision of) this Agreement, a Transaction Document or any other provision or document shall be construed as references to such document or such provision as in force for the time being and as amended, varied, novated or supplemented in accordance with the terms thereof, or as the case may be, with the agreement of the relevant parties.

(d) Words importing the plural shall include the singular and vice versa.

(e) References to a "person" shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any state or any agency thereof.

(f) Any reference to the "Owners", the "Charterers", any "Obligor" or any other person shall, where the context permits, be construed so as to include their/its and any subsequent successors and permitted transferees and permitted assigns in accordance with their respective interests.

2. AGREEMENT

All the Parties confirm and agree that, with effect from the date hereof, each Owner shall, according to the terms and conditions set out herein, on its own behalf and on trust for and on behalf of each of its Associated Owners as their agent and trustee:

2.1 Declaration of Trust and Security

(a) hold the Secured Property created or to be created under the Relevant Transaction Documents as security for the Secured Obligations; and

(b) take such action and exercise such rights, remedies, powers and discretions as are delegated or granted to such Owner by this Agreement and the Relevant Transaction Documents, on its own behalf or as the agent and trustee of any Associated Owner when such Associated Owner so instructs, together with such powers and discretions as are reasonably incidental thereto.

2.2 Distribution

If:

(a) there is a BBC Surplus Amount; and

6

(b) there remains any outstanding Secured Obligations owned to any Associated Owners, then such Owner to which the BBC Surplus Amount relate shall (i) hold the BBC Surplus Amount on trust for all Associated Owners; and (ii) if any Associated Owner requests, pay such Associated Owner any BBC Surplus Amount to the extent required by such Associated Owner in the manner as set out in Clause 4.1.

2.3 Ranking

Unless expressly provided to the contrary in this Agreement:

(a) the Secured Obligations owed to each Owner shall rank in right and priority of payment pari passu and without any priority or preference among all Owners; and

(b) all Security shall secure the Secured Obligations owed to each Owner pari passu between all Owners, irrespective of the date the Owner becomes a party to this Agreement, the date on which any Secured Obligations was incurred or arose, any releases or accessions under this Agreement, any fluctuation in the amount, or any intermediate discharge in whole or in part, of any Secured Obligations, the order of execution, creation, registration, notice, enforcement or otherwise.

3. RELATIONSHIP BETWEEN THE OWNERS

3.1 Powers and Immunities

(a) Notwithstanding any provision to the contrary elsewhere in this Agreement or in the Transaction Documents, an Owner shall not have any duties, responsibilities or fiduciary relationship towards any Associated Owners, except those expressly set forth in this Agreement, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into this Agreement or any other Transaction Document or otherwise exist in relation to an Associated Owner, and any such implied duties that may exist under any applicable law or regulation are hereby waived by each Owner to the fullest extent permitted under such laws and regulations.

(b) In relation to the Secured Obligations owed to Associated Owners, an Owner shall not be required to exercise any discretionary rights or remedies under any of the Relevant Transaction Documents or give any consent under any of the Relevant Transaction Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Relevant Transaction Documents, unless it shall have been expressly directed in writing to do so by such Associated Owners.

7

3.2 Rights of an Owner as trustee and agent of Associated Owners

The following rights and duties of an Owner set out in this Clause 3 (Relationship Between the Owners) shall be in respect of such Owner performing its duties and exercising its powers in the capacity as a security trustee for Associated Owners.

In relation to the Secured Obligations owed to the Associated Owners:

(a) an Owner may execute any of its duties under this Agreement, the Relevant Transaction Documents by or through agents or attorneys-in-fact and shall not be liable to any for any acts or omissions of any such agent appointed with due care by it hereunder. An Owner shall be entitled to seek the advice of its independent counsel concerning all matters pertaining to such duties and shall not be liable for any action or inaction on such advice.

(b) an Owner shall not be under any obligation to Associated Owners to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any Associated Transaction Document, or to inspect the properties, books or records of any Obligor or any other party to an Associated Transaction Document.

(c) an Owner shall be entitled to rely and shall be fully protected in relying upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, electronic mail message, telex or teletype message, statement, order or other document and other payment instructions) (whether in original or facsimile form) reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel, independent accountants and other experts selected by it.

(d) the powers conferred on an Owner hereunder are solely to protect such Owner's interest in the Security and shall not impose any duty upon it to exercise any such powers. An Owner shall have no other duty as to the Security, whether or not an Owner has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Security. Each Owner shall be deemed to have exercised reasonable care in the custody and preservation of the Security in its possession as trustee on behalf of all Associated Owners, if such Security is accorded treatment substantially equal to that which an Owner accords its own property.

(e) each Owner shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive instruction from such Associated Owners as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by such Associated Owners against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action, and any action taken or failure to act pursuant thereto shall be binding upon all Associated Owners. Each Owner shall affirmatively act under this Agreement and the other Transaction Documents in accordance with any instructions by

8

such Associated Owners made pursuant to and not in contravention of this Agreement. Each Owner shall not incur any liability for any determination made or instruction given by such Associated Owners. In no event shall an Owner be required to take any action that exposes it to personal liability or that is contrary to this Agreement or any applicable law or regulation.

(f) each Owner may make loans to, accept deposits from and generally engage in any kind of business with the Obligors and the other parties to the Transaction Documents, without regard to its acting as the trustee of the Associated Owners, as applicable, hereunder and under other Transaction Documents. With respect to the Secured Obligations, an Owner shall have the same rights and powers under this Agreement and the other Transaction Documents as the Associated Owners and may exercise the same as though it were not their trustee.

(g) for the purposes of this Agreement and all other Transaction Documents, each Owner shall not be deemed to have knowledge of, or have any duty to  ascertain or inquire into, (i) the occurrence of any Termination Event of an Associated BBC unless and until it has received written notice from such Associated Owners informing it of such Termination Event or (ii) the existence, the content, or the terms and conditions of, any other agreement, instrument or document, in each case, to which it is not a party or beneficiary, whether or not referenced herein. an Owner may take such action with respect to such Termination Event as is required and permitted to be taken by it pursuant to each Transaction Document following the occurrence of a Termination Event under any BBC. Without prejudice to the foregoing, none of the knowledge or information that any department or division of an Owner or any of their Affiliates may have from time to time other than as a result of a written notice as specified above shall be attributed such Owner, and such Owner shall have no duty to disclose any information relating to any Obligor that is communicated to or obtained by the Owner or any of their Affiliates in any other capacity.

(h) an Owner shall not be deemed to have knowledge of facts and circumstances in relation to Associated Transaction Documents unless it has received written notice of such facts and circumstances, nor shall an Owner have any obligation to perform any actions or respond to any matters in relation to Associated Transaction Documents without express authorization to do so.

(i) an Owner shall not be deemed liable for any omission or inaction by any of its Affiliates under or in connection with any Associated Transaction Document.

3.3 Remedies; Application of Proceeds

(a) Each Owner shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their Indebtedness) and make determinations regarding the release, disposition, or restrictions with respect to the Security and may enforce the provisions of the Relevant Transaction Documents and exercise remedies thereunder, all in such order and in such manner as each Owner may determine in the exercise of their sole discretion.

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Such exercise and enforcement shall include the rights of an Owner to sell or otherwise dispose of Security upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Relevant Transaction Documents and of a secured creditor under the bankruptcy laws of any relevant jurisdiction; the Owners may (but shall not be obligated to) also take such action, or refrain from taking such action, in order to preserve or protect its rights under the Relevant Transaction Documents and to preserve the value of the Security, with respect to any Termination Event under any BBC as it shall deem advisable in the best interests of itself and all Associated Owners.

(b) Regardless of whether any bankruptcy has been commenced by or against any Obligor, any money collected or to be applied by an Owner pursuant to this Agreement and the Transaction Documents (other than monies for its own account), together with any other monies which may then be held by, shall be applied in the order provided in Clause 4.1 below.

3.4 Release of Security

(a) If (i) in connection with the exercise of any of the Owners' remedies under the Transaction Documents, an Owner disposes of any part of the Secured Property or (ii) in connection with any conveyance, sale, lease, transfer or other disposition permitted under the Relevant Transaction Documents, any Obligor disposes of any part of the Secured Property, in each case then the Encumbrances, for the benefit of itself and the Associated Owners shall be automatically, unconditionally and simultaneously released. The relevant Owner shall promptly execute and deliver such termination statements, releases and other documents as reasonably required or requested by the Associated Owners, in each case to effectively confirm such release.

(b) To the extent that an Owner (i) has released any Encumbrance on Secured Property and any such Encumbrances are later reinstated or (ii) obtain any new Encumbrances, then each such reinstated Encumbrances or new Encumbrances shall be subject to the provisions of this Agreement.

4. APPLICATION OF RECOVERIES

4.1 Order of application – Transaction Documents

Subject to the rights of creditors mandatorily preferred by law applying to companies generally, the proceeds of enforcement of any part of the Security and all other amounts paid to an Owner (or any receiver(s) appointed by such Owner) pursuant to this Agreement and/or any Transaction Document shall be applied in the following order:

(a) first, in or towards payment of any unpaid fees, costs, expenses and liabilities (including any interest thereon as provided in the BBCs and/or Transaction Documents) incurred by or on behalf of any Owner (or any adviser, receiver, delegate, attorney or agent thereof) and the remuneration of any Owner (or

10

any adviser, receiver, delegate, attorney or agent thereof) in connection with carrying out its duties or exercising powers or discretions under the BBCs or the Transaction Documents (as the case may be); and

(b) second, to the Owners towards the balance of the Secured Obligations in the manner as the Owners may at its sole discretion deem fit.

4.2 Apportionment of enforcement proceeds and costs and expenses

In the event any Owner takes any enforcement action under two or more Security Documents that gives rise to ambiguity in respect of the source of the enforcement and/or the costs and expenses of such enforcement proceeding, the Owners shall have the discretion to determine, whether any proceeds have been received pursuant to the Transaction Documents and apply the same pursuant to Clause 4.1 above. Any such determination shall be binding on the Obligors absent manifest error.

5. TERM OF AGREEMENT

This Agreement shall continue until all Secured Obligations have been satisfied in full and all Security released and discharged.

6. FURTHER ASSURANCES

At any time and from time to time upon the written request of any Owner, each Charterer shall (and it shall procure that each other Obligor will) promptly and duly execute and deliver any and all such further instruments and documents that may be necessary or desirable that such Owner may reasonably request in writing for the purpose of obtaining the full benefit of this Agreement and/or the Transaction Documents and of the rights and powers granted herein or therein.

7. GENERAL INDEMNITY

Without prejudice to the other provisions of this Agreement, the Charterers shall (and shall procure each other Obligor to) indemnify the Owners from and against all documented Losses suffered by an Owner as a result of or in connection with:

(a) the performance of the rights and obligations under this Agreement and/or the Transaction Documents and/or the transactions contemplated therein;

(b) anything done or omitted in the exercise or purported exercise of the powers contained in this Agreement and Transaction Documents; or

(c) any breach by any Obligor of any of its obligations under this Agreement and the Transaction Documents, including but not limited to the non-performance or non-observance of any of the undertakings and agreements on the part of any Obligor under this Agreement and the Transaction Documents.

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8. CURRENCY CONVERSION AND INDEMNITY

If, under any applicable law, whether as a result of judgment against any Obligor or the liquidation of any Obligor or for any other reason, any payment to be made by any Obligor under or in connection with this Agreement or any Transaction Document is made or is recovered in a currency other than the currency (the "currency of obligation") in which it is payable pursuant to this Agreement or any Transaction Document then, to the extent that the payment (when converted into the currency of obligation at the rate of exchange on the date for the determination of liabilities permitted by the applicable law) falls short of the amount unpaid under this Agreement and the Transaction Documents, the Charterers shall as a separate and independent obligation, fully indemnify (and procure the other Obligors to indemnify) the relevant Owners against the amount of the shortfall; and for the purposes of this sub-clause "rate of exchange" means the actual rate at which the relevant Owner is able to obtain quotation from the market on the relevant date to purchase the currency of obligation with the other currency.

9. DEFENCES

The provisions of this Agreement and each of the other Security Documents will not be affected by an act, omission, matter or thing which, but for this Clause 9, would reduce, release or prejudice any of the priorities of any of the Transaction Documents including any of the following:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any Obligor or any other person under the terms of any composition or arrangement with any creditor;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of any Obligor or other person or any non-presentation or non- observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security;

(d) any Incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor or any other person;

(e) any amendment, novation, supplement, extension (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement of any Transaction Document or any other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Transaction Document or any other document or security;

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(g) any act or omission which would not have discharged or affected the liability of an Obligor had such Obligor been a principal debtor instead of a guarantor or an indemnitor or by anything done or omitted by any person which but for this provision might operate to exonerate or discharge an Obligor or otherwise reduce or extinguish an Obligor's liability under this Agreement or any Security Document; and/or

(h) any Bankruptcy.

10. SUSPENSE ACCOUNTS

Any money received by an Owner in connection with this Agreement and/or the Transaction Documents (whether before or after any Incapacity, bankruptcy or liquidation of any Charterer or other Obligor) may be placed to the credit of a suspense account with a view to preserving the rights of the Owners and the Associated Owners, to prove for the whole of their claims against any or all of the Obligors or any other person liable or may be applied in or towards satisfaction of such of the Secured Obligations in accordance with the terms of this Agreement notwithstanding any appropriation (or purported appropriation) by any Charterer or other Obligor.

11. AMENDMENTS

The provisions of this Agreement may not be (i) amended except by a written agreement signed by or on behalf of each of the Parties or (ii) waived except by a written agreement of all the Owners to which any Secured Obligations remain outstanding. Each such amendment or waiver so agreed in writing shall be binding on all Parties.

12. COMMUNICATIONS

12.1 Communications

Except as otherwise provided for in this Agreement, all notices or other communications under or in respect of this Agreement to a Party shall be in writing and shall be made or given to such party at the address, email address (if any) or fax number appearing below (or at such other address, email address or fax number as such party may hereafter specify for such purposes to the other by notice in writing):

In the case of the Owners:
Address:	c/o ICBC Financial Leasing Co., Ltd.
	10/F, Bank of Beijing Building, l7(C) Jinrong Street Xicheng District, Beijing, China
Email:	kouguangchao@icbcleasing.com

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Attn:	Mr. Kevin Kou
Fax:	n/a
In the case of the Charterers:
Address:	c/o TMS Bulkers Ltd.
	Athens Licensed Shipping Office 11 Fragkokklisias Street GR 151 25 Marousi Athens Greece
Email:	finance@tms-management.org
Attn:	Mr. Dimitris Glynos
Fax:	+30 210 8090 205
Tel:	+30 216 2006213

A written notice includes a notice by email (if the recipient has provided its email address as an official mode of communication to the sender). Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received upon delivery at such address. Email shall be deemed to be delivered if no failure notice or non-delivery notice is received by the sender of such email within twenty-four (24) hours of sending the relevant email or a delivery receipt message is received by the sender in respect of the relevant email. Facsimile acknowledged by the answerbacks shall be deemed to be delivered upon dispatch.

12.2 Communication in English

All communications and documents delivered pursuant to or otherwise relating to this Agreement shall either be in English or accompanied by a certified English translation.

13. MISCELLANEOUS

13.1 Agreement shall not Constitute Security Interest

The Parties confirm that this Agreement shall not constitute or create any Encumbrance (and is not intended to do so).

13.2 Joint/Several Obligations

The obligations and undertakings of each of the Charterers under this Agreement are deemed to be given or assumed by them jointly and severally.

13.3 Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of any Owner, any right or remedy under the Transaction Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this

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Agreement (including rights as to priority) are cumulative and not exclusive of any rights or remedies provided by law.

13.4 Perpetuity Period

The perpetuity period applicable to the trusts created by this Agreement is the period of 125 years from the date of this Agreement.

14. CHANGES TO PARTIES

14.1 This Agreement shall be binding upon and inure to the benefit of each Party and/or any of its subsequent successors, permitted assigns and permitted transferees.

14.2 The Charterers shall not be entitled to assign or transfer any or all of its respective rights or obligations under this Agreement and/or the Transaction Documents without the prior written consent of the Owners.

14.3 Each of the Owners may assign any or all of its respective rights under, or transfer all of its respective rights and obligations under this Agreement and/or the Transaction Documents in accordance with the provisions of the BBCs.

15. ACCESSION

(a) The Parties may agree for a party to accede to this Agreement. The accession will only be effective if all Parties (as at the time immediately before the accession), and the acceding party execute a Deed of Accession under which such acceding party agrees to be bound by all the terms of this Agreement as if it had originally been a party to this Agreement.

(b) A party acceding to this Deed pursuant to sub-paragraph (b) above as a Charterer shall, upon execution of the Deed of Accession give written notice (in the form set out in Schedule 2 or in such other form as the Owners shall agree in writing) to the Guarantor, the Shareholder and the Manager and will procure the Guarantor, the Shareholder and the Manager to sign and deliver to the Owners the relevant form of acknowledgement attached to such notice or in such other form as the Owners shall agree in writing.

16. RELEASE

(a) The Parties may agree to release the rights and obligations of a Party under this Agreement. The release will only be effective if all Parties (as at the time immediately before the release, including the Party to be released) execute a Deed of Release under which the party to be released shall no longer be bound by and shall not enjoy any rights and interest in any terms of this Agreement.

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(b) A party released from this Deed pursuant to sub-paragraph (a) above as a Charterer shall, upon execution of the Deed of Release give written notice (in the form set out in Schedule 4 or in such other form as the Owners shall agree in writing) to the Guarantor, the Shareholder and the Manager and will procure the Guarantor, the Shareholder and the Manager to sign and deliver to the Owners the relevant form of acknowledgement attached to such notice or in such other form as the Owners shall reasonably agree in writing.

17. MISCELLANEOUS

(a) If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of the remaining provisions in that jurisdiction or of that provision in any other jurisdiction.

(b) The terms of this Agreement are intended solely for the benefit of each party to this Agreement and their respective successors or permitted assigns. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable by any person other than the parties to it.

(c) This Agreement may be executed in any number of counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

18. GOVERNING LAW AND JURISDICTION

18.1 Governing Law

This Agreement, and all non-contractual rights and obligations arising from or in connection with this Agreement, shall be governed by and construed in accordance with English law.

18.2 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement ) (a "Dispute").

(b) (i) The Owners and the Charterers agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(ii) This Clause 18.2 is for the benefit of the Owners only. As a result, the Owners shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

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(c) The Charterers irrevocably waive, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from:

(i) suit;

(ii) jurisdiction of any court;

(iii) relief by way of injunction or order for specific performance or recovery of property;

(iv) attachment of its assets (whether before or after judgment); and

(v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any immunity in any such proceedings).

(d) Without prejudice to any other mode of service allowed under any relevant law, the Owners:-

(i) irrevocably appoints Ince Process Agents Limited of 2 Leman Street, London E1 8QN, London, England as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(ii) agree that failure by the process agent to notify the Charterers of the process will not invalidate the proceedings concerned.

(e) Without prejudice to any other mode of service allowed under any relevant law, the Charterers:-

(iii) irrevocably appoints Ince Process Agents Limited of 2 Leman Street, London E1 8QN, London as its agent for service of process in relation to any proceedings before the English courts in connection with this Agreement; and

(iv) agree that failure by the process agent to notify the Charterers of the process will not invalidate the proceedings concerned.

IN WITNESS whereof this Agreement has been executed and delivered as a Deed on the date first written above.

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SIGNATORIES TO THE INTERCREDITOR AGREEMENT

CHARTERERS
EXECUTED and DELIVERED as a DEED for and on behalf of	)
SEVERNITY OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvas Tournis	)	/s/ Savvas Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
		/s/Anastasia G. Pavli
Signature of witness:
Name:  Anastasia Pavli
Attorney-at-law 52Ag Konstantinou Street – 151 24 Marousi Athens, Greece Tel: +30 210 6140580
EXECUTED and DELIVERED as a DEED for and on behalf of	)
KAHUNA OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvas Tournis	)	/s/ Savvas Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
		/s/Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Attorney-at-law 52Ag Konstantinou Street – 151 24 Marousi Athens, Greece Tel: +30 210 6140580

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EXECUTED and DELIVERED as a DEED for and on behalf of	)
MARATHI OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvas Tournis	)	/s/ Savvas Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
		/s/Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Attorney-at-law 52Ag Konstantinou Street – 151 24 Marousi Athens, Greece Tel: +30 210 6140580
EXECUTED and DELIVERED as a DEED for and on behalf of	)
MELTEMI OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvas Tournis	)	/s/ Savvas Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
		/s/Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Attorney-at-law Athens, Greece Tel: +30 210 6140580

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EXECUTED and DELIVERED as a DEED for and on behalf of	)
AQUARIUS OWNERS INC.	)
by its duly appointed attorney-in-fact	)
Savvas Tournis	)	/s/ Savvas Tournis
pursuant to its power of attorney	)
dated 27 April 2018	)
in the presence of	)
		/s/Anastasia G. Pavli
Signature of witness:
Name:  Anastasia G. Pavli
Attorney-at-law 52Ag Konstantinou Street – 151 24 Marousi Athens, Greece Tel: +30 210 6140580

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OWNERS
EXECUTED and DELIVERED as a DEED for and on behalf of	)
HAI KUO SHIPPING 1621 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
		/s/Lee Sau Ken
Signature of witness:
Name:  Lee Sau Kuen
Solicitor Reed Smith Richards Butler 20/F Alexandra House Hong Kong SAR
EXECUTED and DELIVERED as a DEED for and on behalf of	)
HAI KUO SHIPPING 1622 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
		/s/Lee Sau Ken
Signature of witness:
Name:  Lee Sau Kuen
Solicitor Reed Smith Richards Butler 20/F Alexandra House Hong Kong SAR

21

EXECUTED and DELIVERED as a DEED for and on behalf of	)
HAI KUO SHIPPING 1623 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
		/s/Lee Sau Ken
Signature of witness:
Name:  Lee Sau Kuen
Solicitor Reed Smith Richards Butler 20/F Alexandra House Hong Kong SAR
EXECUTED and DELIVERED as a DEED for and on behalf of	)
HAI KUO SHIPPING 1625 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
		/s/Lee Sau Ken
Signature of witness:
Name:  Lee Sau Kuen
Solicitor Reed Smith Richards Butler 20/F Alexandra House Hong Kong SAR

22

EXECUTED and DELIVERED as a DEED for and on behalf of	)
HAI KUO SHIPPING 1626 LIMITED	)
by its duly appointed attorney-in-fact	)
Lee Kwok Chun	)	/s/ Lee Kwok Chun
pursuant to its power of attorney	)
dated 4 May 2018	)
in the presence of	)
		/s/Lee Sau Ken
Signature of witness:
Name:  Lee Sau Kuen
Solicitor Reed Smith Richards Butler 20/F Alexandra House Hong Kong SAR

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SCHEDULE 1

FORM OF DEED OF ACCESSION

THIS DEED OF ACCESSION (this "Accession") is made on2018

BETWEEN

(1) [•] (the "Acceding Owner");

(2) [•] (the "Acceding Charterer", together with the Acceding Owner, the "Acceding Parties" and each an "Acceding Party");

(3) [•];

(4) [•];

(5) [•];

(6) (the "Pre-existing Parties")

(collectively, the "Parties" and each of them, a "Party").

WHEREAS:-

(A) The Parties entered into an intercreditor agreement (the "Intercreditor Agreement") on [•].

(B) The Parties desire to supplement the Intercreditor Agreement with this Accession.

IT IS AGREED as follows:

1. DEFINITIONS

Unless otherwise defined herein, all capitalized terms used in this Accession have the respective meanings assigned to such terms in the Intercreditor Agreement.

2. ACCESSION

(a) The Acceding Owner unconditionally and irrevocably undertakes to and agrees with the Pre-existing Parties and the Acceding Charterers to observe and be bound by all covenants, agreements, acknowledgements and other terms under the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement as an Owner.

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(b) The Acceding Charterer unconditionally and irrevocably undertakes to and agrees with the Pre-existing Parties and the Acceding Owner to observe and be bound by all covenants, agreements, acknowledgements and other terms under the Intercreditor Agreement as if it had been an original party to the Intercreditor Agreement as a Charterer.

3. NOTICE

For the purpose of clause 12 (Communications) of the Intercreditor Agreement, the address, email address and fax number of the Acceding Parties are as follows:

In the case of any of the Acceding Owners:
Address:	[•]
	[•]
Email:	[•]
Attn:	[•]
Fax:	[•]
In the case of any of the Acceding Charterers:
Address:	[•]
Email:	[•]
Attn:	[•]
Fax:	[•]

4. MISCELLANEOUS

4.1 Third Party Rights

The terms of this Accession are intended solely for the benefit of each party to this Accession and their respective successors or permitted assigns. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Accession and no person other than the parties to this Accession shall have any rights under it, nor shall it be enforceable by any person other than the parties to it.

4.2 Counterparts

This Accession may be executed in counterparts and such counterparts taken together shall constitute one and the same instrument.

5. GOVERNING LAW AND JURISDICTION

5.1 Governing Law

This Accession, and all non-contractual rights and obligations arising from or in connection with this Accession, shall be governed by and construed in accordance with English law.

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5.2 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Accession (including any dispute regarding the existence, validity or termination of this Agreement ) (a "Dispute").

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 5.4 (Jurisdiction) is for the benefit of the Owners (including the Acceding Owner) only. As a result, the Owners shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof this Accession has been executed and delivered as a Deed on the date first written above.

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SIGNATORIES TO THE ACCESSION

[Insert signature block of each party.]

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SCHEDULE 2

FORM OF NOTICE AND ACKNOWLEDGEMENT OF ACCESSION

Part I

Form of Notice of Accession

From:	[•] (the "Acceding Charterer")
To:	[DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited]
Copy to:	[•][•][•][•][•][•]
Date:	________________________

Dear Sirs,

We refer to the Intercreditor Agreement dated [●] (together with all amendments and supplements thereto from time to time, the "Intercreditor Agreement"). Terms defined in the Intercreditor Agreement have the same meaning in this Notice unless given a different meaning in this Notice.

NOW WE HEREBY GIVE YOU NOTICE:

1. that by a deed of accession (the "Deed of Accession") datedand made between ourselves as acceding charterer, [•] as acceding owner, and [•],[•] and [•] as pre-existing parties, we have acceded to the Intercreditor Agreement by unconditionally and irrevocably undertaking to observe and be bound by all covenants, agreements, acknowledgements and other terms under the Intercreditor Agreement as if we had been an original party to the Intercreditor Agreement as a Charterer;

2. all references to the Intercreditor Agreement under the Transaction Documents including, but not limited to the following shall be construed accordingly:

a. [the Guarantee granted by you in favour [•] on [•]] [repeat for each Guarantee]

b. [the Share Pledge granted by you in favour of [•] in respect of the shares in [•] on [•]] [repeat for each Share Pledge]

c. [the Assignment of Management Agreement granted by you in favour of [•] in respect of m.v. [•]] [repeat for each Assignment]

This letter is governed by and shall be construed in accordance with English law.

Please acknowledge this Notice and confirm your acknowledgment and agreement to the matters stated above by signing as indicated and returning to the Owners with a copy to

28

ourselves the enclosed acknowledgment and agreement to this Notice.

Yours faithfully,For and on behalf of[•]

Name:

Title:Director / Authorised Signatory

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Part II

Form of Acknowledgement and Agreement

From:	[DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited]
To:	[•][•][•][•][•][•]
Copy to:	[•] (the "Acceding Charter")
Date:	_______________________________________________

Dear Sirs,

We, [DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited] [•], acknowledge receipt from the Acceding Charterer, of a notice of accession dated                              

(the "Notice of Accession") upon the terms of an Intercreditor Agreement (as defined in the Notice of Accession) dated                            and                    confirm and acknowledge the contents set out therein.

This letter is governed by and shall be construed in accordance with English law.

Yours faithfully,

For and on behalf of

[DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited] [•]

________________________________

Name:

Title:Authorised Signatory

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SCHEDULE 3

FORM OF DEED OF RELEASEDEED OF RELEASE

THIS DEED OF RELEASE (this "Release") is made on2018

BETWEEN

(1)[•];

(2)[•] (the "Released Parties"); (3)[•]);

(4)[•];

(5)[•] (the "Remaining Parties");

(6)…

(collectively, the "Parties" and each of them, a "Party").

WHEREAS:-

(A) The Parties entered into an intercreditor agreement (the "Intercreditor Agreement") on [•].

(B) The Parties desire to confirm release of the rights and/or obligations of the Released Parties from the Intercreditor Agreement on the terms and conditions of this Release.

IT IS AGREED as follows:

1. DEFINITIONS

Unless otherwise defined herein, all capitalized terms used in this Release have the respective meanings assigned to such terms in the Intercreditor Agreement.

2. RELEASE OF OBLIGATIONS

(a) With effect from the date hereof, each of the Released Parties shall be released from all its present, future, actual and contingent liabilities and obligations owing to any of the Remaining Parties under the Intercreditor Agreement and also from

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all actions, claims and demands under or in connection with it.

(b) In consideration of the Remaining Parties agreeing to enter into this Release to release the rights and of the Released Parties, each of the Released Parties hereby irrevocably and unconditionally releases and discharges each of the Remaining Parties from all its present, future, actual and contingent liabilities and obligations owing to any of the Released Parties under the Intercreditor Agreement and also from all actions, claims and demands under or in connection with it.

(c) Each Party undertakes to each of the other Parties that it will do all such things and execute all such documents as may be necessary or desirable to carry into effect or to give legal effect to the provisions of this Release and the transactions contemplated hereby.

3. MISCELLANEOUS

3.1 Third Party Rights

The terms of this Release are intended solely for the benefit of each party to this Release and their respective successors or permitted assigns. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Release and no person other than the parties to this Release shall have any rights under it, nor shall it be enforceable by any person other than the parties to it.

3.2 Counterparts

This Release may be executed in counterparts and such counterparts taken together shall constitute one and the same instrument.

4. GOVERNING LAW AND JURISDICTION

4.1 Governing Law

This Release, and all non-contractual rights and obligations arising from or in connection with this Release, shall be governed by and construed in accordance with English law.

4.2 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Release (including any dispute regarding the existence, validity or termination of this Agreement ) (a "Dispute").

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

(c) This Clause 5.2 (Jurisdiction) is for the benefit of the Owners (excluding the Exiting Owner) only. As a result, the Owners shall not be prevented from taking

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proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Owners may take concurrent proceedings in any number of jurisdictions.

IN WITNESS whereof this Release has been executed and delivered as a Deed on the date first written above.

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SIGNATORIES TO THE RELEASE

[Insert signature block of each party.]

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SCHEDULE 4

FORM OF NOTICE AND ACKNOWLEDGEMENT OF RELEASE

Part I

Form of Notice of Release

From:	[•] (the "Released Charter")
To:	[DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited] [•]
Copy to:	[•][•][•][•][•] (together, the "Owners")
Date:	_______________________________________________

Dear Sirs,

We refer to the Intercreditor Agreement dated [●] (together with all amendments and supplements thereto from time to time, the "Intercreditor Agreement"). Terms defined in the Intercreditor Agreement have the same meaning in this Notice unless given a different meaning in this Notice.

NOW WE HEREBY GIVE YOU NOTICE:

1. that by a deed of release (the "Deed of Release") dated                and made between ourselves as a released party, and [•],[•] and [•] as the remaining parties:

a. we have been released from all our present, future, actual and contingent liabilities and obligations owing to any of the Remaining Parties under the Intercreditor Agreement; and

b. we have irrevocably and unconditionally released and discharged each of the Remaining Parties from all its present, future, actual and contingent liabilities and obligations owing to us under the Intercreditor Agreement;

2. all references to the Intercreditor Agreement under the Transaction Documents including, but not limited to the following shall be construed accordingly:

a. [the Guarantee granted by you in favour [•] on [•]] [repeat for each Guarantee]

b. [the Share Pledge granted by you in favour of [•] in respect of the shares in [•] on [•]] [repeat for each Share Pledge]

c. [the Assignment of Management Agreement granted by you in favour of [•] in respect of m.v. [•]] [repeat for each Assignment]

This letter is governed by and shall be construed in accordance with English law.

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Please acknowledge this Notice and confirm your acknowledgment and agreement to the matters stated above by signing as indicated and returning to the Owners with a copy to ourselves the enclosed acknowledgment and agreement to this Notice.

Yours faithfully,

For and on behalf of [•]

_______________________________________

Name:

Title:Director / Authorised Signatory

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Part II

Form of Acknowledgement and Agreement

From:	[DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited][•]
To:	[•][•][•][•][•]
Copy to:	[•] (the "Released Party")
Date:	_______________________________________________

Dear Sirs,

We, [DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited] [•], acknowledge receipt from the Released Party, of a notice of release dated                      (the "Notice of Release") upon the terms of an Intercreditor Agreement (as defined in the Notice of Release) dated                  and confirm          and acknowledge the contents set out therein.

This letter is governed by and shall be construed in accordance with English law.

Yours faithfully,

For and on behalf of

[DryShips Inc.] [Drybulk Investments Inc.] [TMS Bulkers Limited] [•]

______________________________

Name:

Title:Authorised Signatory

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EX-99.105

Exhibit 4.105

Execution Version

Dated           2April                2018

DRYSHIPS INC.as Guarantor

and

SEA 46 LEASING CO. LIMITED

as Owner

_____________________________________

GUARANTEE

_____________________________________

relating to a Bareboat Charter of the vessel m.v. “Kelly”dated __ March 2018

2 April

	INDEX
Clause		Page
1	INTERPRETATION	1
2	GUARANTEE	2
3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR	2
4	EXPENSES	3
5	ADJUSTMENT OF TRANSACTIONS	3
6	PAYMENTS	3
7	INTEREST	3
8	SUBORDINATION	3
9	ENFORCEMENT	4
10	REPRESENTATIONS AND WARRANTIES	4
11	UNDERTAKINGS	6
12	JUDGMENTS AND CURRENCY INDEMNITY	10
13	SUPPLEMENTAL	11
14	CHANGE OF OWNERSHIP, CHANGE OF SHAREHOLDER AND CHANGE OF CONTROL	12
15	ASSIGNMENT	16
16	NOTICES	16
17	INVALIDITY OF BAREBOAT CHARTER	17
18	GOVERNING LAW AND ENFORCEMENT	17

SCHEDULE 1	19
FORM OF COMPLIANCE CERTIFICATE	19
EXECUTION PAGE	20

THIS GUARANTEE is made on 2 April 2018

BETWEEN

(1) DRYSHIPS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Guarantor”); and

(2) SEA 46 LEASING CO. LIMITED, a company incorporated under the laws of Hong Kong whose registered office is at Room 1803-1804 18F Bank of America Tower 12 Harcourt Road, Central, Hong Kong (the “Owner” which expression includes its successors and assigns).

BACKGROUND

(A) By a bareboat charter dated, 2018 (the “Bareboat Charter”) and made between (i) the Owner, as owner and (ii) ORION OWNERS INC., a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, as charterer (the “Charterer”),the Owner has agreed to bareboat charter the kamsarmax bulker vessel m.v. “Kelly” with IMO No. 9768227 (the “Vessel”)to the Charterer pursuant to the terms and conditions contained therein.

(B) The execution and delivery to the Owner of this Guarantee is one of the conditions to the chartering of the Vessel under the Bareboat Charter.

(C) This Guarantee supplements the Bareboat Charter and is the Guarantee referred to in the Bareboat Charter.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Defined expressions.  Words and expressions defined in the Bareboat Charter shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2 Construction of certain terms.  In this Guarantee:

“bankruptcy” includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country.

“Compliance Certificate” means a certificate in the form set out in Schedule 1 or in any other form approved by the Owner.

“Group” means the Guarantor and its subsidiaries from time to time.

“Party” means a party to this Guarantee.

“Permitted Holders” means collectively: Mr. George Economou, his direct lineal descendants; the personal estate of any of the above persons; any trust, foundation or other similar entity created for the benefit of one or more of the above persons; and any corporation or other legal entity beneficially owned (at least as to 100% of (i) its issued and outstanding share capital or (ii) its issued and outstanding voting share capital) and controlled by any of the above persons.

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2 GUARANTEE

2.1 Guarantee and indemnity.  The Guarantor unconditionally and irrevocably:

(a) guarantees the due payment of all amounts payable by each other Relevant Person (other than the Approved Manager) under each Leasing Document to which such Relevant Person is a party;

(b) undertakes to pay to the Owner within one (1) Business Day, of the Owner’s demand, any such amount which is not paid by that Relevant Person when due and payable under that Leasing Document;

(c) guarantees the punctual performance by that Relevant Person of all that Relevant Person’s obligations under or in connection with that Leasing Document; and

(d) fully indemnifies the Owner on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Owner as a result of or in connection with any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled to recover.

2.2 No limit on number of demands.  The Owner may serve more than one demand under Clause 2.1.

2.3 Guarantee of whole amount.  This Guarantee shall be construed and take effect as a guarantee of all amounts due to the Owner under the Leasing Documents to which each other Relevant Person (other than the Approved Manager) is a party.

3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1 Principal and independent debtor.  The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2 Waiver of rights and defences.  Without limiting the generality of Clause 3.1, the Guarantor shall neither be discharged by, nor have any claim against the Owner in respect of:

(a) any amendment or supplement being made to the Bareboat Charter or any other Leasing Document;

(b) any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Bareboat Charter or any other Leasing Document;

(c) any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;

(d) any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or

(e) the Bareboat Charter or any other Leasing Document now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.

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4 EXPENSES

4.1 Costs of preservation of rights, enforcement etc.  The Guarantor shall pay to the Owner on its demand the amount of all expenses (including, without limitation, legal fees) incurred by the Owner in connection with the enforcement of, or the preservation of any rights under this Guarantee or any other Leasing Document, including any advice, claim or proceedings relating to such matters.

4.2 Fees and expenses payable under Leasing Documents.  Clause 4.1 is without prejudice to the Guarantor’s liabilities in respect of any other Relevant Person’s (other than the Approved Manager’s) obligations under any Leasing Document to which it is a party.

5 ADJUSTMENT OF TRANSACTIONS

5.1 Reinstatement of obligation to pay.  The Guarantor shall pay to the Owner on its demand any amount which the Owner is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in bankruptcy of any other Relevant Person (other than the Approved Manager) on the ground that any Leasing Document to which that Relevant Person is a party, or a payment by that Relevant Person, was invalid or unenforceable or on any similar ground.

6 PAYMENTS

6.1 Method of payments.  Any amount due under this Guarantee shall be paid:

(a) in immediately available funds;

(b) to such account as the Owner may from time to time notify to the Guarantor;

(c) without any form of set-off, cross-claim or condition; and

(d) free and clear of any tax deduction or withholding for or on account of any tax payable under any law of relevant jurisdictions except a tax deduction which the Guarantor is required by law to make.

6.2 Grossing-up for taxes.  If the Guarantor is required by law to make a tax deduction, the amount due to the Owner shall be increased by the amount necessary to ensure that the Owner receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.

7 INTEREST

7.1 Accrual of interest.  Any amount due under this Guarantee shall carry interest after the date on which the Owner demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Bareboat Charter.

7.2 Calculation of interest.  Interest under this Guarantee shall be calculated and accrue (as well after as before judgment) at the rate described in Clause 36.12 of the Bareboat Charter and otherwise in accordance with the terms thereof.

8 SUBORDINATION

8.1 Subordination of rights of Guarantor.  All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against each other Relevant Person or its assets shall be fully subordinated to the rights of the Owner under the Leasing Documents, and in particular, the Guarantor shall not:

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(a) claim, or in a bankruptcy of that Relevant Person prove for, any amount payable to the Guarantor by that Relevant Person, whether in respect of this Guarantee or any other transaction;

(b) take or enforce any Security Interest for any such amount;

(c) claim to set-off any such amount against any amount payable by the Guarantor to that Relevant Person; or

(d) claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under such Leasing Document.

9 ENFORCEMENT

9.1 No requirement to commence proceedings against other Relevant Person.  The Owner will not need to commence any proceedings under, or enforce any Security Interest created by, the Bareboat Charter or any other Leasing Document before claiming or commencing proceedings under this Guarantee.

9.2 Conclusive evidence of certain matters.  However, as against the Guarantor:

(a) any judgment or order of a court in England or any Relevant Jurisdiction or award of an arbitration tribunal in London in connection with the Bareboat Charter or any other Leasing Document; and

(b) any statement or admission of any other Relevant Person in connection with the Bareboat Charter or any other Leasing Document, shall be binding and conclusive as to all matters of fact and law to which it relates.

10 REPRESENTATIONS AND WARRANTIES

10.1 General.  The Guarantor represents and warrants to the Owner as of the date of this Guarantee, and on each day henceforth until the last day of the Security Period as follows.

10.2 Status.

(a) The Guarantor is duly incorporated and validly existing and in good standing under the laws of Marshall Islands.

(b) The Guarantor is not a FATCA FFI or a US Tax Obligor.

10.3 Corporate power.  The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a) to execute this Guarantee; and

(b) to make all the payments contemplated by, and to comply with, this Guarantee.

10.4 Consents in force.  All the capacities, actions and consents referred to in Clause 10.3 remain in full force and nothing has occurred which makes any of them liable to revocation.

10.5 Legal, valid and binding obligations.  This Guarantee does now or will upon execution and delivery constitute the Guarantor’s legal, valid and binding obligations enforceable against it in accordance with its terms and any relevant insolvency laws affecting creditors’ rights generally.

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10.6 Governing law.  The choice of governing law as stated in this Guarantee and the agreement by the Guarantor to refer disputes to the relevant courts or tribunals as stated herein are valid and binding against the Guarantor.

10.7 Immunity.  Neither the Guarantor nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

10.8 Pari passu ranking.  The obligations of the Guarantor under this Guarantee, are the direct, general and unconditional obligations of the Guarantor and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of the Guarantor save for any obligation which is mandatorily preferred by law and not by virtue of any contract.

10.9 Legal or administrative action.  Other than as disclosed in the public filings of the Guarantor (and, in the case of legal or administrative actions commenced or taken as at the date of this Guarantee, brought to the attention of the Owner) or otherwise notified to the Owner under Clause 11.8, no legal or administrative action involving the Guarantor has been commenced or taken which would have required notification to the Owner under Clause 11.8.

10.10 No insolvency.  The Guarantor is not insolvent or in liquidation or administration or subject to any other formal or informal insolvency procedure, and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of the Guarantor or all or material part of their assets.

10.11 Tax obligor and place of business.  The Guarantor is not a US Tax Obligor, and has not established a place of business in the United Kingdom or the United States of America.

10.12 No withholding taxes.  All payments which the Guarantor is liable to make under this Guarantee may be made without deduction or withholding for or on account of any tax payable under any law of relevant jurisdictions.

10.13 Taxes paid.  The Guarantor has paid all taxes applicable to, or imposed on or in relation to it, its business or except for those being contested in good faith with adequate reserves.

10.14 No default.  No Termination Event or Potential Termination Event is continuing or might reasonably be expected to result from the entry into and performance of this Guarantee or any other Leasing Document.

10.15 Information.  Any factual information provided in writing by the Guarantor (or on its behalf) to the Owner was true and accurate in all material respects as at the date it was provided or as the date at which such information was stated; all accounts (audited and unaudited) delivered under Clause 11.3 satisfied the requirements of Clause 11.4; and there has been no Material Adverse Effect on the Guarantor from its position disclosed in the latest of those accounts.

10.16Sanctions.

(a) No Relevant Person, nor any of their respective directors, officers, or employees, is a Restricted Person.

(b) Each Relevant Person, and their respective directors, officers, and employees is in compliance with all Sanctions laws, and none of them have been or are currently being investigated on compliance with Sanctions, they have not received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and they have not taken any action to evade the application of Sanctions.

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(c) No Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and, to the extent required by applicable law, has instituted and maintained systems, controls, policies and procedures designed to:

(a) prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and

(b) promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws.

10.17 Environmental Laws.  All Environmental Laws relating to the ownership, operation and management of the Vessel and the business of each Relevant Person (as now conducted and as reasonably anticipated to be conducted in the future) have been complied with.

10.18 Environmental Claim.  No Environmental Claim has been made or threatened against any Relevant Person or otherwise in connection with the Vessel.

10.19 Environmental Incident.  No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

10.20 Ownership of the Charterer.  Subject to Clause 14, the Charterer is legally and beneficially indirectly wholly owned and controlled by the Guarantor.

10.21 Ownership of the Guarantor.  Subject to Clause 14, the Guarantor is controlled by a Permitted Holder and is listed on the NASDAQ Composite and its shares are trading in accordance with all applicable laws and regulations.

11 UNDERTAKINGS

11.1 General.  The Guarantor undertakes with the Owner to comply with the following provisions of this Clause 11 at all times during the Security Period, except as the Owner may otherwise permit.

11.2 Information provided to be accurate.  All financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection with the Leasing Documents will be true and not misleading and will not omit any material fact or consideration.

11.3 Provision of financial statements.  The Guarantor will send to the Owner:

(a) as soon as possible, but in no event later than one hundred and eighty (180) days after the end of each financial year of the Guarantor, the audited consolidated annual financial reports of the Guarantor;

(b) as soon as possible, but in no event later than ninety (90) days after the end of each financial half-year of the Guarantor, the consolidated semi-annually accounts of the Guarantor certified as to their correctness by an authorised signatory of the Guarantor.

11.4 Form of financial statements.  All accounts (audited and unaudited) delivered under Clause 11.3 will:

(a) be prepared in accordance with all applicable laws and generally accepted accounting principles consistently applied;

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(b) give a true and fair view of (in respect of the audited accounts) or fairly representing (in the case of the management accounts) the state of affairs of the Group at the date of those accounts and of their profit for the period to which those accounts relate; and

(c) fully disclose or provide for all significant liabilities of the Group.

11.5 Shareholder and creditor notices.  The Guarantor will send the Owner, upon its request, copies of all material communications which are despatched to the Guarantor’s shareholders or creditors or any class of them.

11.6 Consents.  The Guarantor will obtain and promptly renew and will procure that each other Relevant Person (other than the Approved Manager) obtains and promptly renews or procure the obtainment or renewal of and provide copies of, from time to time, any necessary consents, approvals, authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document to which it is a party.

11.7 Valid obligations.  The Guarantor will at its own cost, and will procure that each other Relevant Person (other than the Approved Manager) will:

(a) do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant Person purports to create; and

(b) without limiting the generality of paragraph (a), promptly register, file, record or enrol any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become necessary or desirable for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates.

11.8 Notification of legal or administrative action.  Unless otherwise disclosed in the public filings of the Guarantor (and to the extent concerning the Vessel, brought to the attention of the Owner), the Guarantor will provide or will procure that each other Relevant Person (other than the Approved Manager, except to the extent the same concerns the Vessel) provides the Owner with details of any legal or administrative action involving such Relevant Person or the Vessel that, if adversely determined, is likely to have a Material Adverse Effect as soon as such action is instituted or it becomes apparent is likely to be instituted and is likely to have a Material Adverse Effect.

11.9 Notification of damage or default.  The Guarantor will, and will procure that each other Relevant Person will, notify the Owner immediately of the occurrence of:

(a) any damage and/or alteration caused to the Vessel by any reason whatsoever which results, or may be expected to result, in repairs on the Vessel which exceed $1,000,000; and

(b) any Potential Termination Event or a Termination Event, and will keep the Owner fully up-to-date with all developments and the Guarantor will, if so requested by the Owner, provide any such certificate signed by its authorised signatory, confirming that there exists no Potential Termination Event or Termination Event.

11.10 Additional information.  The Guarantor will, and will procure that each other Relevant Person will, as soon as practicable after receiving the request, provide the Owner with any additional financial or other information relating:

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(a) to themselves and/or the Vessel (including, but not limited to the condition and location of the Vessel); or

(b) to any other matter relevant to, or to any provision of any Leasing Document to which it is a party, which may be reasonably requested by the Owner (or their financiers (if any)) at any time.

11.11 Compliance with operational laws.  The Guarantor shall comply, or procure compliance, and will procure that each other Relevant Person will comply or procure compliance, with all laws or regulations relating to the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Vessel’s registry.

11.12 Compliance with other laws.

(a) The Guarantor shall comply, and shall procure that each other Relevant Person complies with all laws and regulations in respect of Sanctions, and in particular, they shall ensure that the Charterers, shall effect and maintain a sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time.

(b) The Guarantor shall, and will procure that each other Relevant Person will, promptly notify the Owners of any non-compliance by any Relevant Person or their respective officers, directors, or employees with all laws and regulations relating to Sanctions, Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws (including but not limited to notifying the Owners in writing immediately upon being aware that any Relevant Person or their respective shareholders, directors, officers or employees is a Restricted Person or has otherwise become a target of Sanctions) as well as provide all information (once available) in relation to its business and operations which may be relevant for the purposes of ascertaining whether any of the aforesaid parties are in compliance with such laws.

(c) The Guarantor shall procure that the Vessel shall not be employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel shall not be used by or to benefit any party which is a target of Sanctions and/or is a Restricted Person or trade to any area or country where trading the Vessel to such area or country would constitute or reasonably be expected to constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the United Kingdom or the People’s Republic of China; (ii) would result or reasonably be expected to result in any Relevant Person or the Owners becoming a Restricted Person; or (iii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation

(d) The Guarantor shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:

(a) comply with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws;

(b) to the extent required by applicable law, maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws; and

(c) in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti- Money Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws; and

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(d) they shall not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws or Business Ethics Laws.

11.13 No Security Interests.  The Guarantor will not and will procure that each other Relevant Person (other than the Approved Manager) will not create, assume or permit to exist any Security Interest of any kind upon any Leasing Document to which it is a party or any asset subject thereto, other than the Permitted Security Interests.

11.14 Financial covenants.  The Guarantor shall ensure that at all times during the Security Period:

(a) its Working Capital shall be greater than zero;

(b) its Cash and Cash Equivalents shall total at least $15,000,000; and

(c) its ratio of Total Liabilities to Total Assets shall be less than seventy per cent. (70%).

In this Guarantee:

“Cash and Cash Equivalents” means at any time the aggregate of:

(a) the amount of cash in hand and credit balances on any deposit or current account with a commercial bank or financial institution and marketable securities (excluding retention moneys required to be maintained by any lending institutions);

(b) the market value of transferable certificates of deposit in a freely convertible currency issued by a bank with long-term debt rating of not lower than “A3” by Moody’s Investor Services or ‘‘.A-” by Standard & Poor’s or the equivalent long-term debt rating of any successor or successors of such rating agencies; and

(c) the market value of equity securities (if and to the extent that the Owner is satisfied that such equity securities are readily saleable for cash and that there is a ready market therefore) and investment grade debt securities which are publicly traded on a major stock exchange or investment market (valued at market value as at any applicable date of determination), in each case owned free of any Security Interest by Group members, provided that amounts falling within paragraph (i) above which are subject to a Security Interest or otherwise not freely withdrawable solely by reason of a covenant as to minimum liquidity imposed on the relevant Group member pursuant to its borrowing arrangements shall not thereby be excluded.

“GAAP” means generally accepted accounting principles in U.S. GAAP.

“Total Assets” means at any time the aggregate value of all assets (including but not limited to ships owned by Group members valued at their then-fair market values) of the Group included in the then-latest documents delivered or to have been delivered to the Owner pursuant to Clause 11.3 as “current assets” and the value of all investments (valued in accordance with GAAP) and all other tangible and intangible assets of the Group properly included in those then-latest documents delivered or to have been delivered to the Owner pursuant to Clause 11.3 as “fixed assets” or “other non-current assets” in accordance with GAAP, but in any case excluding Cash and Cash Equivalents.

“Total Liabilities” means at any time the aggregate amount of all liabilities incurred by the Group as stated in the then-latest documents delivered or to have been delivered to the Owner pursuant to Clause 11.3 minus Cash and Cash Equivalents.

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“Working Capital” means at any time the current assets less the current liabilities of the Group (each as shown in, and calucalted in accordance with, the then-latest documents delivered or to have been delivered to the Owner pursuant to Clause 11.3, but not including the current portion of any long term debt, namely any liabilities which are payable more than six (6) months after the relevant date.

11.15 Compliance Certificate.  The Guarantor shall supply to the Owner, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 11.14 together with the annual consolidated financial reports of the Guarantor to be provided to the Owner in accordance with Clause 11.3(a); and each Compliance Certificate shall be signed by the an authorised signatory of the Guarantor.

11.16 No disposal of assets, change of business.  Subject to Clause 14 and except as otherwise permitted by the Leasing Documents, the Guarantor will not (unless it would not have a Material Adverse Effect), and shall (at all times) procure that no other Relevant Person (other than the Approved Manager) shall:

(a) transfer, lease or otherwise dispose of all or a substantial part of their respective assets (or any of their assets, in the case of the Charterer), whether by one transaction or a number of transactions, whether related or not except in the usual course of their respective trading operations; or

(b) make and substantial change (or any change, in the case of the Charterer) to the nature of their respective business or corporate structure from that existing as at the date of this Guarantee.

11.17 No merger etc.  Subject to Clause 14, the Guarantor shall not, and shall procure that no other Relevant Person (other than the Approved Manager) will, enter into any form of merger, sub-division, amalgamation or other reorganisation unless the Guarantor remains in compliance with Clause 11.14 following any merger, sub-division, amalgamation or other reorganisation of the Guarantor.

12 JUDGMENTS AND CURRENCY INDEMNITY

12.1 Judgments relating to Bareboat Charter and other Leasing Documents.  This Guarantee shall cover any amount payable by any other Relevant Person (other than the Approved Manager) under or in connection with any judgment relating to the Bareboat Charter and any other Leasing Document.

12.2 Currency indemnity.  If any sum due from the Guarantor to the Owner under this Guarantee or under any order or judgment relating to this Guarantee has to be converted from the currency in which this Guarantee provided for the sum to be paid (the “Contractual Currency”) into another currency (the “Payment Currency”) for the purpose of:

(a) making or lodging any claim or proof against the Guarantor, whether in its liquidation, any arrangement involving it or otherwise; or

(b) obtaining an order or judgment from any court or other tribunal; or

(c) enforcing any such order or judgment;

the Guarantor shall indemnify the Owner against the loss arising when the amount of the payment actually received by the Owner is converted at the available rate of exchange into the Contractual Currency.

In this Clause 12.2, the “available rate of exchange” means the rate at which the Owner is able at the opening of business (Shanghai time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

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13 SUPPLEMENTAL

13.1 Continuing guarantee.  Subject to Clause 14, this Guarantee shall remain in force as a continuing security interest at all times during the Security Period.

13.2 Rights cumulative, non-exclusive.  The Owner’s rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

13.3 No impairment of rights under Guarantee.  If the Owner omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Owner under this Guarantee.

13.4 Severability of provisions.  If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

13.5 Guarantee not affected by other Security Interests.  This Guarantee shall not impair, nor be impaired by, any other guarantee or any right of set-off or netting or to combine accounts which the Owner may now or later hold in connection with the Bareboat Charter.

13.6 Guarantor bound by Bareboat Charter and other Leasing Documents.  The Guarantor agrees with the Owner to be bound by all provisions of the Bareboat Charter and any other Leasing Document in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee.

13.7 Applicability of provisions of Guarantee to other rights.  Clauses 3 and 17 shall also apply to any right of set-off or netting or to combine accounts which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 17), being an agreement referring to this Guarantee.

13.8 Third party rights.  A person who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee.

13.9 Counterpart.  This Guarantee may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Guarantee.

13.10 FATCA Information.

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by the other Party:

(a) confirm to the other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(b) supply to the other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as the other Party reasonably requests for the purposes of the other Party’s compliance with FATCA.

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(b) If a Party confirms to the other Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify the other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige either Party to do anything which would or might in its reasonable opinion constitute a breach of:

(a) any law or regulation;

(b) any fiduciary duty; or

(c) any duty of confidentiality.

(d) If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then:

(a) if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of this Guarantee and the Leasing Documents as if it is not a FATCA Exempt Party; and

(b) if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is one hundred per cent. (100%),

(e) until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.

14 CHANGE OF OWNERSHIP, CHANGE OF SHAREHOLDER AND CHANGE OF CONTROL

14.1 Change of Ownership, Change of Shareholder and Change of Control

(a) No Change of Ownership, Change of Shareholder or Change of Control may take place without the prior written consent of the Owner.

(b) Without prejudice to (a), a Change of Shareholder may only take place subject to the Change of Shareholder Conditions.

(c) Without prejudice to (a), a Change of Control may only take place subject to the Change of Control Conditions.

14.2 Change of Shareholder and Change of Control

(a) Upon the completion of a Change of Shareholder:

(a) the New Share Security Deed(s) shall (if they have not already) become effective;

(b) if pursuant to the Change of Shareholder, the Shareholder ceases or would cease to own legally and beneficially directly any of the issued and outstanding share capital or issued and outstanding voting share capital of the Charterer, the Shareholder (becoming the “Released Shareholder”)and the Shares Security Deed (becoming the “Released Shares Security Deed” shall be released; and

(c) Clause 45.l(a) and Clause 45.l(b) of the Bareboat Charter shall be replaced and deemed to be replaced with representations accurately reflecting the ownership and control of the Charterer on completion of the Change of Shareholder and

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otherwise acceptable to the Owner, and Clause 44.1(o) and Clause 44.l(p) of the Bareboat Charter shall be construed accordingly; and

(d) there shall be made and deemed to be made to the Leasing Documents any further amendments necessary or consequential to the effect of the Change of Shareholder or this Clause 14, or otherwise reasonably required by the Owner (together with the matters set out in paragraph (iii), the “Change of Shareholder Amendments”).

(b) Upon the completion of a Change of Control:

(a) the New Guarantee(s) shall (if they have not already) become effective;

(b) the Guarantor (becoming the “Released Guarantor”), this Guarantee (becoming the “Released Guarantee”) shall be released;

(c) Clause 45.l(a) and Clause 45.l(b) of the Bareboat Charter shall be replaced with representations accurately reflecting the ownership and  control  of  the Charterer, the New Shareholder and the New Guarantor on completion of the Change of Control and otherwise acceptable to the Owner, and Clause 44.l(o) and Clause 44.l(p) of the Bareboat Charter shall be construed accordingly;

(d) breach of any financial covenants set out in the New Guarantee(s) shall constitute a Termination Event pursuant to Clause 44.l(b) of the Bareboat Charter (and Clause 44.l(b) of the Bareboat Charter shall be construed accordingly), unless the Owner agrees otherwise;

(e) there shall be made and deemed to be made to the Leasing Documents any further amendments necessary or consequential to the effect of the Change of Control or this Clause 14, or otherwise reasonably required by the Owner (together with the matters set out in paragraphs (iii) and (iv) the “Change of Control Amendments”),

14.3 and, for the avoidance of doubt, if pursuant to the Change of Control there occurs a Change of Shareholder, the items set out at Clause 14.2(a) shall also be effected.
Definitions

In this Guarantee:

“Change of Control” occurs if:

(a) the Shareholder ceases or would cease to control, directly or indirectly, the Charterer; or

(b) the Guarantor ceases or would cease to control, directly or indirectly, the Shareholder; or

(c) the Shareholder ceases or would cease to own legally and beneficially, either directly or indirectly, more than 50% of either of (i) the issued and outstanding share capital, or (ii) the issued and outstanding voting share capital, of the Charterer; or

(d) the Guarantor ceases or would cease to own legally and beneficially, either directly or indirectly, more than 50% of either of (i) the issued and outstanding share capital, or (ii) the issued and outstanding voting share capital, of the Shareholder; or

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(e) a person or persons acting in concert (other than the Permitted Holders): (i) own or would legally and/or beneficially, either directly or indirectly, more than 50% of the aggregate issued share capital of, or more than 50% of the aggregate issued voting share capital of, the Guarantor and/or the Charterer and/or the Shareholder; and/or (ii) have or would have the right or the ability to control, either directly or indirectly, the affairs or composition of the majority of the board of directors (or equivalent of it) of the Guarantor and/or the Charterer and/or the Shareholder,

and, for the avoidance of doubt, a Change of Control may also constitute a Change of Shareholder.

“Change of Control Conditions” means:

(a) no Termination Event or Potential Termination Event has occurred when a Change of Control commences and upon and immediately following completion of such Change of Control;

(b) each New Guarantor has (or the Owner is satisfied that the New Guarantor will, by completion of the Change of Control, have) entered into a new guarantee in favour of the Owner on substantially the same terms as this Guarantee or such other terms as the Owner may in its sole discretion require (each a “New Guarantee”);

(c) each Relevant Person (other than the Guarantor) has (or the Owner is satisfied that, by completion of the Change of Control, will have) entered into in favour of the Owner confirmations in form and substance acceptable to the Owner:

(i) giving effect to the Relevant Transaction Amendments; and

(ii) confirming that any Security Interest created by that Relevant Person pursuant to the Leasing Documents to which it is a party shall remain in full force and effect notwithstanding the Change of Control and the operation of this Clause 14 (including the Relevant Transaction Amendments), enforceable in accordance with their terms;

(d) favourable legal opinions have been issued (or the Owner is satisfied that they will, by completion of the Change of Control, be issued) by lawyers appointed by the Owner relating to the documents in paragraphs (b)-(c) above and such other matters as the Owner shall require, concerning the laws of such Relevant Jurisdictions as the Owner may require, in the form and substance acceptable to the Owner;

(e) such evidence relating to each New Guarantor as the Owner may require for their (or their financiers) to be able to satisfy their “know your customer” or similar identification procedures in relation to the transactions contemplated by the Change of Control or this Clause 14 has been provided to the Owner;

(f) the Relevant Transaction Costs have been settled (or the Owner is satisfied that they will, by the completion of the Change of Control, be settled) by the Relevant Persons; and

(g) such other further or different conditions as the Owner reasonably requires,

and, for the avoidance of doubt, if pursuant to the Change of Control there occurs a Change of Shareholder, the Change of Shareholder Conditions shall also apply.

“Change of Ownership” occurs if:

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(a) the Charterer ceases or would cease to be a direct or indirect wholly-owned Subsidiary of the Shareholder (a “Change of Shareholder”);or

(b) the Shareholder ceases of would cease to be a direct or indirect wholly-owned Subsidiary of the Guarantor.

“Change of Shareholder Conditions” means:

(a) no Termination Event or Potential Termination Event has occurred when a the Change of Shareholder commences and upon and immediately following completion of such Change of Shareholder;

(b) any entity (other than the Shareholder) which, pursuant to the Change of Shareholder, will hold any of the issued and outstanding share capital or issued and outstanding voting share capital of the Charterer (each a “New Shareholder”)has (or the Owner is satisfied that the New Shareholder will, by the completion of the Change of Shareholder, have) entered into a new shares security deed in respect of those shares in favour of the Owner on substantially the same terms as the Shares Security Deed or such other terms as the Owner may in its sole discretion require (each a “New Shares Security Deed”);

(c) each Relevant Person (other than the Shareholder) has (or the Owner is satisfied that, by completion of the Change of Shareholder, will have) entered into in favour of the Owner confirmations in form and substance acceptable to the Owner:

(i) giving effect to the Relevant Transaction Amendments; and

(ii) confirming that any Security Interest created by that Relevant Person pursuant to the Leasing Documents to which it is a party shall remain in full force and effect notwithstanding the Change of Shareholder and the operation of this Clause 14 (including the Relevant Transaction Amendments), enforceable in accordance with their terms;

(d) favourable legal opinions have been issued (or the Owner is satisfied that they will, by completion of the Change of Shareholder, be issued) by lawyers appointed by the Owner relating to the documents in paragraphs (b)-(c) above and such other matters as the Owner shall require, concerning the laws of such Relevant Jurisdictions as the Owner may require, in the form and substance acceptable to the Owner;

(e) such evidence relating to each New Shareholder as the Owner may require for their (or their financiers) to be able to satisfy their “know your customer” or similar identification procedures in relation to the transactions contemplated by the Change of Shareholder or this Clause 14 has been provided to the Owner;

(f) the Relevant Transaction Costs have been settled (or the Owner is satisfied that they will, by the completion of the Relevant Transaction, be settled) by the Relevant Persons; and

(g) such other further or different conditions as the Owner reasonably requires.

“control” over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(a) cast, or control the casting of, more than 50 per cent, of the maximum number of votes that might be cast at a general meeting of such company; or

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(b) appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or

(c) give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply.

“New Guarantor” means any entity which will enter into a New Guarantee pursuant to this Clause 14, in each case being an entity approved by the Owner (such approval not to be unreasonably withheld) including but not limited to in terms of financial and credit status.

“Relevant Transaction Amendments” means collectively the Change of Shareholder Amendments and the Change of Control Amendments.

15 ASSIGNMENT

15.1 Assignment by Owner.  The Owner may:

(a) assign any of its rights; or

(b) transfer any of its rights and obligations; under this Guarantee in accordance with the provisions of the Bareboat Charter.

15.2 The Guarantor may not assign any of its rights or transfer any of its rights or obligations under this Guarantee.

16 NOTICES

16.1 Notices to Guarantor.  Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or fax at:

DRYSHIPS INC.Attention: Mr. Dimitris GlynosEmail: finance@tms-management.orgTel: +30 216 2006213Fax: +30 210 8090205

or to such other address which the Guarantor may notify to the Owner.

16.2 Validity of demands.  A demand under this Guarantee shall be valid notwithstanding that it is served:

(a) on the date on which the amount to which it relates is payable by the relevant Person (other than the Approved Manager) under the Leasing Document to which it is a party;

(b) at the same time as the service of a notice under clause 44 of the Bareboat Charter; and a demand under this Guarantee may refer to all amounts payable under or in connection with the Bareboat Charter or other Leasing Document without specifying a particular sum or aggregate sum.

16.3 Notices to Owner.  Any notice to the Owner under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Owner under the Bareboat Charter.

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17 INVALIDITY OF BAREBOAT CHARTER

17.1 Invalidity of Bareboat Charter or other Leasing Documents.  In the event of:

(a) the Bareboat Charter or any other Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b) without limiting the scope of paragraph (a), a bankruptcy of the Relevant Person party thereto, the introduction of any law or any other matter resulting in that Relevant Person being discharged from liability under the Bareboat Charter or other Leasing Document, or the Bareboat Charter or other Leasing Document ceasing to operate (for example, by interest ceasing to accrue); this Guarantee shall cover any amount which would have been or become payable under or in connection with the Bareboat Charter or other Leasing Document if the Bareboat Charter or other Leasing Document had been and remained entirely valid, legal and enforceable, or that Relevant Party had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Charterer had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by that Relevant Party under or in connection with the Bareboat Charter or other Leasing Document shall include references to any amount which would have so been or become payable as aforesaid.

18 GOVERNING LAW AND ENFORCEMENT

18.1 Governing law and enforcement.

(a) This Guarantee and any non-contractual obligations arising out of or in connection with it are governed by English law and any dispute arising out of or in connection with this Guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 18.

(b) The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (“LMAA”) Terms current at the time when the arbitration proceedings are commenced.

(c) The reference shall be to three arbitrators.  A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the 14 days specified.  If the other Party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly.  The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement.

(d) Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

(e) In cases where neither the claim nor any counterclaim exceeds the sum of US$SO,OOO (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(f) The language of any arbitration proceedings shall be English.

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IN WITNESS WHEREOF this GUARANTEE has been executed as a DEED and delivered on the date stated at the beginning of this GUARANTEE.

18

SCHEDULE 1

FORM OF COMPLIANCE CERTIFICATE

To:

SEA 46 LEASING CO. LIMITED

Room 1803-1804 18F Bank of America Tower 12 Harcourt Road, Central, Hong Kong

From:

DRYSHIPS INC.

Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshal\ Islands MH96960

Date: [•]

Guarantee dated [ •]  March 2018 (the “Guarantee”) in respect of a bareboat charter for m.v. “Kelly”

Dear Sirs

1. We refer to the Guarantee.  This is a Compliance Certificate.  Terms defined in the Guarantee have the same meaning when used in this Compliance Certificate unless given a difference meaning in this Compliance Certificate.

2. We confirm that, as at the date hereof, no Termination Event has occurred and is continuing which has not been waived or remedied at the date hereof [or if that is not the case, specifying the same and the steps, if any, being taken to remedy the same].

3. We confirm that in respect of the period ended [• ]:

(i) our Working Capital was [•], being greater than zero;

(ii) our Cash and Cash Equivalents totalled [•], being not less than US$15,000,000; and

(iii) the ratio of our Total Liabilities to Total Assets was [• ], being less than seventy per cent. (70%).

Yours faithfully

Signed:

Authorsised Signatory of

DRYSHIPS INC.

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EXECUTION PAGE

GUARANTOR EXECUTED AS A DEEDby DRYSHIPS INC.acting by Savaas Tournis expressly authorised inaccordance with the laws of the Republic of Marshall Islandsin the presence of: Witness’ signature:   /s/ Eriketi Kolyva Witness’ name:            Eriketi Kolyva                                      Attorney-at-Law Witness’ address: 16 Ilossou Str. 184 50, Nikaia, Athens, Greece Mob.: +30 6984 676049       ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ Savaas Tournis        

OWNER   SIGNED, SEALED and DELIVERED by SEA 46 LEASING CO. LIMITED acting by being an attorney-in-fact   in the presence of:     Witness’ signature:   /s/ Lin Hangang Witness’ name:            Lin Hangang
Witness’ address: 21F, No. 1088 Lu Jia Zui Ring Road, Shanghai, China
      ) ) ) ) ) ) ) ) ) ) ) ) ) /s/ __________________ 

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EX-4.106

Exhibit 4.106

Dated 24 January 2018

DRYSHIPS INC.as Corporate Guarantor
and

CREDIT SUISSE AGas Security Trustee

GUARANTEE

relating toa Loan Agreement dated 24 January 2018

WATSON FARLEY

&

WILLIAMS

Index

Clause		Page
1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	3
6	Payments	4
7	Interest	4
8	Subordination	4
9	Enforcement	5
10	Representations and Warranties	5
11	Undertakings	8
12	Corporate Undertakings	13
13	Judgments and Currency Indemnity	15
14	Set-Off
15	Supplemental	16
16	Assignment	18
17	Notices	18
18	Invalidity of Loan Agreement	19
19	Governing Law and Jurisdiction	19
Execution
Execution Page		21

THIS GUARANTEE is made on 24 January 2018

PARTIES

(1) DRYSHIPS INC., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Corporate Guarantor")

(2) CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its office at St. Alben Graben 1-3, 4051 Basel, Switzerland (the "Security Trustee", which expression includes its successors and assigns)

BACKGROUND

(A) By a loan agreement dated 24 January 2018 (the "Loan Agreement") and made between (i) Tortuga Owners Inc., Cecilia Owning Company Limited, Faros Owners Inc. and Regina Owners Inc. as joint and several borrowers, together the "Borrowers", (ii) the banks and financial institutions listed therein as Lenders, (iii) Credit Suisse AG as Swap Bank, (iv) Credit Suisse AG as Agent and (v) the Security Trustee, it was agreed that the Lenders would make available to the Borrowers a term loan facility of up to US$90,000,000 to refinance the existing indebtedness related tom.vs. "SHIRAGA", "SAMSARA", "STAMOS" and "BALLA" (together, the "Ships").

(B) By a master agreement on the 2002 ISDA Agreement form, and including the Schedule thereto (the "Master Agreement") dated 24 January 2018 and entered between (i) the Borrowers and (ii) the Swap Bank, pursuant to which the Swap Bank may agree upon the Borrowers' request and subject to the Swap Bank's approval to enter into Transactions with the Borrowers from time to time.

(C) By an Agency and Trust Agreement dated the same date as, and entered into pursuant to, the Loan Agreement and the Master Agreement, it was agreed that the Security Trustee would hold the Trust Property (as defined in the Agency and Trust Agreement) on trust for the Lenders and the Swap Bank.

(D) It is a condition precedent to the availability of the facility under the Loan Agreement and the Swap Bank entering into Transactions with the Borrowers pursuant to the terms of the Master Agreement that the Corporate Guarantor executes in favour of and delivers to the Security Trustee this Guarantee (which is one of the Guarantees referred to in the Loan Agreement).

OPERATIVE PROVISIONS

1 INTERPRETATION

1.1 Defined expressions

Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2 Construction of certain terms

In this Guarantee:

"bankruptcy" includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country.

"Compliance Certificate" means a certificate in the form set out in Schedule 1 or any other form agreed between the Corporate Guarantor and the Security Trustee.

"GAAP" means generally accepted international accounting principles as from time to time set forth by the statements of International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Committee;

"Group" means, together, the Corporate Guarantor and its subsidiaries for the time being and "member of the Group" shall be construed accordingly;

"Loan Agreement" means the loan agreement dated 24 January 2018 referred to in Recital (A) and includes any existing or future amendments or supplements, whether made with the Corporate Guarantor's consent or otherwise.

"Master Agreement" means the master agreement dated 24 January 2018 referred to in Recital (B) as from time to time amended and/or supplemented.

1.3 Application of construction and interpretation provisions of Loan Agreement

Clauses 1.2 to 1.6 of the Loan Agreement apply, with any necessary modifications, to this Guarantee.

2 GUARANTEE

2.1 Guarantee and indemnity

The Corporate Guarantor unconditionally and irrevocably:

(a) guarantees the due payment of all amounts payable by the Borrowers (or any of them) and the punctual performance by the Borrowers (or any of them) of their obligations under or in connection with the Loan Agreement and every other Finance Document (including, for the avoidance of doubt, the Master Agreement);

(b) undertakes to pay to the Security Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrowers (or any of them) when payable; and

(c) fully indemnifies the Security Trustee and each other Creditor Party on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or the other Creditor Party concerned as a result of or in connection with any obligation or liability guaranteed by the Corporate Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party concerned would otherwise have been entitled to recover.

2.2 No limit on number of demands

The Security Trustee may serve more than one demand under Clause 2.1.

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3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1 Principal and independent debtor

The Corporate Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2 Waiver of rights and defences

Without limiting the generality of Clause 3.1, the Corporate Guarantor shall neither be discharged by, nor have any claim against any Creditor Party in respect of:

(a) any amendment or supplement being made to the Finance Documents (including, for the avoidance of doubt, the Master Agreement);

(b) any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents (including, for the avoidance of doubt, the Master Agreement);

(c) any release or loss (even though negligent) of any right or Security Interest created by the Finance Documents (or any of them);

(d) any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or

(e) any other Finance Document (including, for the avoidance of doubt, the Master Agreement) or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.

4 EXPENSES

4.1 Costs of preservation of rights, enforcement etc.

The Corporate Guarantor shall pay to the Security Trustee on its demand the amount of all expenses incurred by the Security Trustee or any other Creditor Party in connection with any matter arising out of this Guarantee or any Security Interest connected with it, including any advice, claim or proceedings relating to this Guarantee or such a Security Interest.

4.2 Fees and expenses payable under Loan Agreement

Clause 4.1 is without prejudice to the Corporate Guarantor's liabilities in respect of the Borrowers obligations under clause 20 of the Loan Agreement (fees and expenses) and under similar provisions of other Finance Documents (including, for the avoidance of doubt, the Master Agreement).

5 ADJUSTMENT OF TRANSACTIONS

5.1 Reinstatement of obligation to pay

The Corporate Guarantor shall pay to the Security Trustee on its demand any amount which any Creditor Party is required, or agrees, to pay pursuant to any claim by, or settlement with,

3

a trustee in bankruptcy of the Borrowers (or any of them) or of another Security Party (or similar person) on the ground that the Loan Agreement or any other Finance Document, or a payment by the Borrowers (or any of them) or of another Security Party, was invalid or on any similar ground.

6 PAYMENTS

6.1 Method of payments

Any amount due under this Guarantee shall be paid:

(a) in immediately available funds;

(b) to such account as the Security Trustee may from time to time notify to the Corporate Guarantor;

(c) without any form of set-off, cross-claim or condition; and

(d) free and clear of any tax deduction except a tax deduction which the Corporate Guarantor is required by law to make.

6.2 Grossing-up for taxes

If the Corporate Guarantor is required by law to make a tax deduction, the amount due to the Security Trustee shall be increased by the amount necessary to ensure that the Security Trustee and (if the payment is not due to the Security Trustee for its own account) the Creditor Party beneficially interested in the payment receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.

7 INTEREST

7.1 Accrual of interest

Any amount due under this Guarantee shall carry interest after the date on which the Security Trustee demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Loan Agreement.

7.2 Calculation of interest

Interest under this Guarantee shall be calculated and accrue in the same way as interest under clause 5 and clause 7 of the Loan Agreement.

7.3 Guarantee extends to interest payable under Loan Agreement

For the avoidance of doubt, it is confirmed that this Guarantee covers all interest payable under the Loan Agreement, including that payable under clause 7 of the Loan Agreement.

8 SUBORDINATION

8.1 Subordination of rights of Corporate Guarantor

All rights which the Corporate Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against the Borrowers (or any of them), any other Security Party or

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their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents; and in particular, the Corporate Guarantor shall not:

(a) claim, or in a bankruptcy of the Borrowers (or any of them), or any other Security Party prove for, any amount payable to the Corporate Guarantor by the Borrowers (or any of them) or any other Security Party, whether in respect of this Guarantee or any other transaction;

(b) take or enforce any Security Interest for any such amount;

(c) claim to set-off any such amount against any amount payable by the Corporate Guarantor to the Borrowers (or any of them) or any other Security Party; or

(d) claim any subrogation or other right in respect of any Finance Document or any sum received or recovered by any Creditor Party under a Finance Document (including, for the avoidance of doubt, the Master Agreement).

9 ENFORCEMENT

9.1 No requirement to commence proceedings against Borrowers

Neither the Security Trustee nor any other Creditor Party will need to commence any proceedings under, or enforce any Security Interest created by, the Loan Agreement or any other Finance Document (including, for the avoidance of doubt, the Master Agreement) before claiming or commencing proceedings under this Guarantee.

9.2 Conclusive evidence of certain matters

However, as against the Corporate Guarantor:

(a) any judgment or order of a court in England, Marshall Islands or any other Pertinent Jurisdiction in connection with the Loan Agreement or any other Finance Document; and

(b) any statement or admission of the Borrowers (or any of them) in connection with the Loan Agreement or any other Finance Document, shall be binding and conclusive as to all matters of fact and law to which it relates.

9.3 Suspense account

The Security Trustee and any Creditor Party may, for the purpose of claiming or proving in a bankruptcy of the Borrowers (or any of them) or any other Security Party, place any sum received or recovered under or by virtue of this Guarantee or any Security Interest connected with it on a separate suspense or other nominal account without applying it in satisfaction of the Borrowers' obligations under the Loan Agreement or any other Finance Document.

10 REPRESENTATIONS AND WARRANTIES

10.1 General

The Corporate Guarantor represents and warrants to the Security Trustee as follows.

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10.2 Status

The Corporate Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands.

10.3 Corporate power

The Corporate Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a) to execute this Guarantee; and

(b) to make all the payments contemplated by, and to comply with, this Guarantee.

10.4 Consents in force

All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them liable to revocation.

10.5 Legal validity

This Guarantee does now or will upon execution and delivery constitute the Corporate Guarantor's legal, valid and binding obligations enforceable against the Corporate Guarantor in accordance with their respective terms and subject to any relevant insolvency laws affecting creditors' rights generally.

10.6 No conflicts

The execution by the Corporate Guarantor of this Guarantee and its compliance with this Guarantee will not involve or lead to a contravention of:

(a) any law or regulation; or

(b) the constitutional documents of the Corporate Guarantor; or

(c) any contractual or other obligation or restriction which is binding on the Corporate Guarantor or any of its assets.

10.7 No withholding taxes

All payments which the Corporate Guarantor is liable to make under this Guarantee may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

10.8 No default

To the knowledge of the Corporate Guarantor, no Event of Default or Potential Event of Default has occurred.

10.9 Information

All information which has been provided in writing by or on behalf of the Corporate Guarantor to the Security Trustee or any other Creditor Party in connection with any Finance Document (including, for the avoidance of doubt, the Master Agreement) satisfied the requirements of

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Clause 11.4, all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.6 and there has been no material adverse change in the financial position or state of affairs of the Corporate Guarantor from that disclosed in the latest of those accounts.

10.10 No litigation

No legal or administrative action involving the Corporate Guarantor (other than as disclosed to the Security Trustee at the date of this Guarantee) or a Borrower (including, without limitation, any action relating to any alleged or actual breach of the ISM Code and ISPS Code) has been commenced or taken or, to the Corporate Guarantor's knowledge, is likely to be commenced or taken and which can clearly be considered material in the context of any Finance Document.

10.11 Taxes paid

The Corporate Guarantor has paid all taxes applicable to, or imposed on or in relation to the Corporate Guarantor, its business or the Ships.

10.12 ISM Code, ISPS Code and Environmental Law compliance

All requirements of the ISM Code and ISPS Code and any Environmental Law as they relate to the Corporate Guarantor, the Borrowers and the Ships have been complied with.

10.13 No immunity

Neither the Corporate Guarantor, nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).

10.14 No money laundering

In relation to the borrowing by the Borrowers of the Loan, the performance and discharge of its obligations and liabilities under this Guarantee, and the transactions and other arrangements effected or contemplated by the Finance Documents to which any Borrower is a party, the Corporate Guarantor confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in the Loan Agreement, and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of Directive 2015/849/EC of the European Parliament and of the Council and/or Article 305 bis of the Swiss Penal Code).

10.15 Sanctions

The Corporate Guarantor, its directors and/or officers are not, nor act directly or indirectly on behalf of, a Restricted Party (as defined in Clause 11.14).

10.16 Repetition

The representations and warranties of the Corporate Guarantor set out in this Clause 10 shall survive the execution of the Guarantee and shall be deemed to be repeated at the

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commencement of each Interest Period and, if different, on each Repayment Date, with respect to the facts and circumstances existing at each such time, as if made at each such time.

11 UNDERTAKINGS

11.1 General

The Corporate Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 11 (Undertakings) at all times during the Security Period, except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

11.2 No disposal of assets

The Corporate Guarantor shall procure that no Borrower nor the Shareholder will transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its trading operations for full market value.

11.3 Change of business

The Corporate Guarantor shall not, and shall procure that no other Security Party will, make any substantial change to the nature of its business from that existing at the date of this Guarantee.

11.4 Information provided to be accurate

All financial and other information which is provided in writing by or on behalf of the Corporate Guarantor under or in connection with this Guarantee will be true and not misleading and will not omit any material fact or consideration.

11.5 Provision of financial statements

The Corporate Guarantor will send to the Security Trustee:

(a) as soon as possible, but in no event later than 180 days after the end of each financial year of the Corporate Guarantor (commencing with the financial year ended on 31 December 2017) the annual audited consolidated financial statements of the Group certified as to their correctness by the chief financial officer or any other authorised officer or any other authorised person of the Corporate Guarantor;

(b) as soon as possible, but in no event later than 90 days after the end of each quarter in each financial year of the Corporate Guarantor (commencing with the three-month period ending on 31 March 2018), the unaudited consolidated financial statements of the Group for that quarter, certified as to their correctness by the chief financial officer or any other authorised officer or any other authorised person of the Corporate Guarantor;

(c) promptly after each request by the Security Trustee, such further financial or other information in respect of the financial condition, commitments and operation of any Borrower, any Ship, the Corporate Guarantor and any other member of the Group.

11.6 Form of financial statements

All accounts (audited and unaudited) delivered under Clause 11.5 will:

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(a) be prepared in accordance with all applicable laws and GAAP is applied;

(b) give a true and fair view of the state of affairs of the Borrowers, the Corporate Guarantor and the Group at the date of those accounts and of its profit for the period to which those accounts relate; and

(c) fully disclose or provide for all significant liabilities of the Borrowers, the Corporate Guarantor and the Group.

11.7 Shareholder and creditor notices

The Corporate Guarantor will send the Security Trustee, upon its request, copies of all communications which are despatched to the Corporate Guarantor's shareholders or creditors or any class of them unless it is clear that such communications cannot be considered material in the context of any Finance Document.

11.8 Consents

The Corporate Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:

(a) for the Corporate Guarantor to perform its obligations under this Guarantee; and

(b) for the validity or enforceability of this Guarantee, and the Corporate Guarantor will comply with the terms of all such consents.

11.9 Notification of litigation

The Corporate Guarantor will provide the Security Trustee with details of any legal or administrative action involving the Corporate Guarantor (other than as disclosed to the Security Trustee at the date of this Guarantee}, any Borrower, any other Security Party, the Approved Manager or any Ship as soon as such action is instituted or it becomes apparent to the Corporate Guarantor that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

11.10 Notification of default

The Corporate Guarantor will notify the Security Trustee as soon as the Corporate Guarantor becomes aware of:

(a) the occurrence of an Event of Default or a Potential Event of Default; or

(b) any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

and will thereafter keep the Security Trustee fully up-to-date with all developments.

11.11 Provision of further information

The Corporate Guarantor will, upon receiving the request, provide the Security Trustee with any additional financial or other information relating:

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(a) to the Borrowers, the Group, the Corporate Guarantor, the Ships, the Shareholder, the Insurances or the Earnings; or

(b) to any other matter relevant to, or to any provision of or a Finance Document,

which may be required by the Security Trustee or any other Creditor Party at any time.

11.12 "Know your customer" checks

If:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Guarantee; or

(b) any change in the status of the Corporate Guarantor after the date of this Guarantee;

obliges the Security Trustee to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Corporate Guarantor shall promptly upon the request of the Security Trustee supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Security Trustee in order for the Security Trustee to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Guarantee.

11.13 Provision of copies and translation of documents

Upon the Security Trustee's request, the Corporate Guarantor will supply the Security Trustee with a sufficient number of copies of the documents referred to above; and if the Security Trustee so requires in respect of any of those documents, the Corporate Guarantor will provide a certified English translation prepared by a translator approved by the Security Trustee.

11.14 Sanctions

(a) The Corporate Guarantor understands that the Creditor Parties - be it due to applicable laws and/or internal rules and regulations - are prohibited from conducting business in relation to Restricted Countries or Restricted Parties.

(b) The Corporate Guarantor confirms and undertakes that it will not transfer, make use of, or provide the benefit of, any funds received from, or services provided by, any Creditor Party to any Restricted Parties, or conduct, permit or allow any business activity related to the Ships (including, but not limited to, entering into any acquisition agreement, a (re-) financing or any charter in relation to the Ships) or related to any other Relevant Asset with any Restricted Parties or for business activities that are subject to Sanctions.

(c) This Clause 11.14 shall not be interpreted as restricting charterers or sub-charterers to use the Ships to conduct occasional business activities with Restricted Parties or Restricted Countries (and for the purpose of this Clause 11.14, occasional business activities means activities where it is not the main purpose of such chartering contract to conduct business activities with Restricted Parties or Restricted Countries) provided such business activities are not subject to restrictions under any of the sanctions regimes as enumerated in the definition of "Restricted Parties" (irrespective of whether or not the restrictions imposed by such sanctions regimes apply to the concerned business activity).

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(d) In addition and without prejudice to the foregoing, the Corporate Guarantor shall procure that no proceeds, funds or benefit from any activity or dealing with Restricted Parties are used in discharging any obligation due or owing to the Creditor Parties or are credited to any bank account held with any Creditor Party, and that no payment to a Restricted Party is effected, whether to discharge any obligation due or owing to such person or for any other purpose, through the use of any bank account held with any Creditor Party.

In this Clause 11.14:

"Relevant Asset" means the Ships or any other vessel, asset or project in relation to which funds have been received from, or services have been provided by, the Creditor Parties;

"Restricted Countries" means, as of the date of this Guarantee, Cuba, Iran, North Korea, Sudan, Syria, the region of Crimea and/or any other country or region subject to Sanctions, as notified from time to time to the Borrowers and/or the Corporate Guarantor by the Agent and/or the Security Trustee;

"Restricted Parties" means any person, entity or party: (i) located, domiciled, resident or incorporated in a Restricted Country; or (ii) the government of a Restricted Country; or (iii) subject to Sanctions; or (iv) controlling, controlled by, or under common control with, any person, entity or party referred to under (i) to (iii) above; and

"Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i) the United Nations; (ii) the European Union; (iii) the United States Treasury Department's Office of Foreign Assets Control ("OFAC"); (iv) the State Secretariat for Economic Affairs of Switzerland ("SECO") or the Swiss Directorate of International Law ("DIL"); (v) HM Treasury of the United Kingdom; (vi) the Monetary Authority of Singapore ("MAS") and (vii) the Hong Kong Monetary Authority ("HKMA") and/or any other body notified from time to time in writing to the Borrowers and/or the Corporate Guarantor by the Agent and/or the Security Trustee.

11.15 Anti-Corruption

(a) The Corporate Guarantor shall not (and shall procure that none of the Borrowers or any Security Party will) directly or indirectly use the proceeds of the Loan for any purpose which would breach or might breach applicable anti-corruption laws, including, but not limited to, the UK Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, each as amended.

(b) The Borrowers shall (and shall procure that each Security Party will):

(i) conduct its business in compliance with applicable anti-corruption laws and regulations; and

(ii) maintain effective policies and procedures designed to promote and achieve compliance with such laws and regulations.

11.16 Financial covenants

The Corporate Guarantor shall ensure that at all times the following covenants shall be complied with:

(a) the Working Capital shall be greater than zero;

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(b) it has Cash and Cash Equivalents of at least $15,000,000; and

(c) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets shall be less than 50 per cent.; and

(d) it has a Market Value Adjusted Net Worth of at least $150,000,000.

In this Clause 11.16 (financial covenants):

"Cash and Cash Equivalents" means, at any relevant time, the aggregate of:

(a) cash in hand or on deposit with any bank; and

(b) any other instrument, security or investment approved by the Majority Lenders,

which are free from any Security Interest and/or restrictions and to which any member of the Group is beneficially entitled at that time and which are readily available to the members of the Group and capable of being applied against any Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to a Security Interest if the sole purpose of such deposit and/or restriction and/or Security Interest is the maintenance of a minimum liquidity covenant under borrowing arrangements of any member of the Group, as demonstrated by the Latest Financial Statements.

"Current Assets" means, at any relevant time, the amount of the current assets of the Corporate Guarantor and the members of the Group (on a consolidated basis) as shown in the Latest Financial Statements.

"Current Liabilities" means, at any relevant time, the amount of the current liabilities of the Corporate Guarantor and the members of the Group (on a consolidated basis) falling due within twelve (12) months from the relevant Testing Date less the current liabilities maturing after six (6) months of the relevant Testing Date, as shown in the Latest Financial Statements.

"Fleet Vessels" means all vessels (including the Ships) from time to time directly or indirectly owned by members of the Group.

"Latest Financial Statements" means the financial statements of the Corporate Guarantor which are required to be delivered pursuant to Clause 11.5 (provisions of financial statements) relating to a period ending on a Testing Date.

"Market Value Adjusted Net Worth" means, at any relevant time, Market Value Adjusted Total Assets less Total Liabilities.

"Market Value Adjusted Total Assets" means, at any relevant time, Total Assets adjusted to reflect the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels.

"Net Market Value Adjusted Total Assets" means, at any relevant time, Market Value Adjusted Total Assets less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

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"Testing Date" means the last date of any semi-annual period at the end of which the financial statements of the Corporate Guarantor that are required to be delivered pursuant to Clause 11.5 (provisions of financial statements) are actually delivered.

"Total Assets" means, at any relevant time, the total assets of the Corporate Guarantor on a consolidated basis as shown in the Latest Financial Statements.

"Total Liabilities" means, at any relevant time, the total liabilities of the Corporate Guarantor at any time on a consolidated basis as shown in the Latest Financial Statements.

"Total Net Liabilities" means, at any relevant time, Total Liabilities less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

"Working Capital" means, at any relevant time, Current Assets less Current Liabilities.

11.17 Testing

The financial covenants set out in Clause 11.16 (financial covenants) shall be calculated on each Testing Date in accordance with GAAP and tested by reference to each of the financial statements of the Corporate Guarantor delivered pursuant to paragraph (a) of Clause 11.5 (provision of financial statements) or to each of the financial statements of the Corporate Guarantor in respect of the second quarter in each financial year of the Corporate Guarantor pursuant to paragraph (b) and/or each Compliance Certificate delivered pursuant to Clause 11.18 (compliance certificate).

11.18 Compliance certificate

(a) The Corporate Guarantor shall supply to the Security Trustee, with each set of financial statements delivered pursuant to paragraph (a) of Clause 11.5 (provision of financial statements) and each set of financial statements in respect of the second quarter in each financial year of the Corporate Guarantor pursuant to paragraph (b) of Clause 11.5 (provision of financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 11.16 (financial covenants) as at the date as at which those financial statements were drawn up.

(b) Each Compliance Certificate shall be signed by the chief financial officer or any other authorised officer or any other authorised person of the Corporate Guarantor.

11.19 Valuation of Fleet Vessels

The Market Value of the Fleet Vessels shall be determined in the same manner as the Market Value of the Ships in accordance with clause 15.5 (valuation of Ships) of the Loan Agreement and all related costs, fees and expenses shall be borne by the Corporate Guarantor.

12 CORPORATE UNDERTAKINGS

12.1 General

The Corporate Guarantor also undertakes with the Security Trustee to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Security Trustee may, with the authorisation of the Majority Lenders, otherwise permit.

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12.2 Maintenance of status

The Corporate Guarantor will maintain its separate corporate existence and remain in good standing under the laws of the Republic of the Marshall Islands.

12.3 Maintenance of Security Interests

The Corporate Guarantor will:

(a) at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and

(b) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other step which may be or become necessary or desirable for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

12.4 Negative Pledge

The Corporate Guarantor shall procure that no Borrower nor the Shareholder will create or permit to arise any Security Interest, except for Permitted Security Interests, over any of their respective assets which are the subject of a Security Interest created or intended to be created by the Finance Documents.

12.5 No merger etc.

The Corporate Guarantor shall procure that none of the Borrowers will enter into any form of merger, or demerger, amalgamation or any form of reconstruction or reorganisation unless arising in connection with:

(a) a Qualified IPO (subject to clause 12.4 of the Guarantee entered into by the Shareholder) and the Corporate Guarantor hereby undertakes to provide the Agent with at least 30 days' prior notice of the Shareholder's intention to proceed with a Qualified IPO and request the consent of the Agent (acting on the instructions of the Lenders); or

(b) a Permitted Ultimate Beneficial Ownership Change (subject to clause 19.l(k)(ii) of the Loan Agreement),

in which case the Corporate Guarantor shall be released from its obligations under this Guarantee subject to:

(i) in the case of a Qualified IPO being effected in accordance with clause 12.4 of the Guarantee entered into by the Shareholder, the Guarantee entered into by the Shareholder remaining valid and in full force and effect; or

(ii) in the case of a Permitted Ultimate Beneficial Ownership Change being effected in accordance with clause 19.l(k)(ii) of the Loan Agreement:

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(A) the Approved Manager providing, in substitution of this Guarantee, a guarantee of all the Borrowers' obligations under the Loan Agreement and the other Finance Documents in such form as the Agent (acting on the instructions of the Majority Lenders) may require by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(B) in the event that the Shareholder remains the legal and direct holder of all the issued share capital of each Borrower, the Guarantee entered into by the Shareholder remaining valid and in full force and effect.

12.6 Pari Passu

The Corporate Guarantor shall procure that its liabilities under this Guarantee do and will rank at least pari passu with all its other present and future liabilities, except for liabilities which are mandatorily preferred by law.

13 JUDGMENTS AND CURRENCY INDEMNITY

13.1 Judgments relating to Loan Agreement

This Guarantee shall cover any amount payable by the Borrowers under or in connection with any judgment relating to the Loan Agreement.

13.2 Currency indemnity

In addition, clause 21.4 (currency indemnity) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this Guarantee.

14 SET-OFF

14.1 Application of credit balances

Each Creditor Party may without prior notice:

(a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Corporate Guarantor at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Corporate Guarantor to that Creditor Party and any other liability of the Corporate Guarantor (whether actual or contingent) under any of the Finance Documents; and

(b) for that purpose:

(i) break, or alter the maturity of, all or any part of a deposit of the Corporate Guarantor;

(ii) convert or translate all or any part of a deposit or other credit balance into Dollars; and/or

(iii) enter into any other transaction, execute such document or make any entry in the name of the Corporate Guarantor and/or the Creditor Party with regard to the credit balance which the Creditor Party considers appropriate; and/or

(iv) to combine and/or consolidate and/or liquidate all or any accounts (whether current, deposit, loan or of any other nature whatsoever, whether subject to notice or not and

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in whatever currency) of the Corporate Guarantor with any office or branch of the Creditor Party.

14.2 Existing rights unaffected

No Creditor Party shall be obliged to exercise any of its rights under Clause 14.1 (Application of credit balances); and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document) including, without limitation, any rights of netting and set-off conferred on the Swap Bank under the Master Agreement.

14.3 Sums deemed due to a Lender

For the purposes of this Clause 14 (Set-Off), a sum payable by the Corporate Guarantor to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to that Lender.

15 SUPPLEMENTAL

15.1 Continuing guarantee

Subject to Clause 12.5, this Guarantee shall remain in force as a continuing security at all times during the Security Period.

15.2 Rights cumulative, non-exclusive

The Security Trustee's rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

15.3 No impairment of rights under Guarantee

If the Security Trustee omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Security Trustee under this Guarantee.

15.4 Severability of provisions

If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

15.5 Guarantee not affected by other security

This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set-off or netting or to combine accounts which the Security Trustee or any other Creditor Party may now or later hold in connection with the Loan Agreement or any other Finance Document.

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15.6 Corporate Guarantor bound by Loan Agreement and any other Finance Document

The Corporate Guarantor agrees with the Security Trustee to be bound by all provisions of the Loan Agreement and any other Finance Document which are applicable to the Security Parties in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee.

15.7 Applicability of provisions of Guarantee to other Security Interests

Any Security Interest which the Corporate Guarantor creates (whether at the time at which it signs this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal and independent security, and Clauses 3 and 18 shall, with any necessary modifications, apply to it, notwithstanding that the document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 and 18.

15.8 Applicability of provisions of Guarantee to other rights

Clauses 3 and 18 shall also apply to any right of set-off or netting or to combine accounts which the Corporate Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 18), being an agreement referring to this Guarantee.

15.9 Third party rights

A person (other than a Creditor Party) who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 ("Third Parties Act") to enforce or to enjoy the benefit of any term of this Guarantee.

15.10 Corporate Guarantor's approval of Loan Agreement and the other Finance Documents

The Corporate Guarantor has read the Loan Agreement, the Master Agreement and the other Finance Documents and understands and approves all the terms and conditions of the Loan Agreement, the Master Agreement and the other Finance Documents.

15.11 Disclosure

(a) The Corporate Guarantor authorises the Security Trustee, the Agent and each Lender to disclose all information related or connected to:

(i) the Ships or any other vessel owned or operated by a Security Party;

(ii) the negotiation, drafting and content of the Loan Agreement and the other Finance Documents;

(iii) the Loan; or

(iv) any Security Party,

to any service provider (included but not limited to professional advisers, auditors, lawyers, accountants, surveyors, valuers, insurers, insurance advisers and brokers) or to any other party (including, but not limited to, any Affiliate of the Creditor Parties) in Switzerland or abroad which that Lender may in its discretion deem necessary or desirable in any connection with

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the Loan Agreement or any other Finance Document for the purpose of the protection or enforcement of the Lenders' rights under the Loan Agreement or any other Finance Document or to any person whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes Provided that the Agent shall procure that any recipient of information who is not subject to any applicable laws of confidentiality and/or duty of confidentiality pursuant to its professional code of conduct enters into a confidentiality agreement in respect of any information which is clearly confidential unless an Event of Default has occurred.

(b) The Corporate Guarantor hereby release the Creditor Parties and each of their Affiliates and each of their officers, directors, employees, head office, professional advisers, auditors and representatives (together, the "Disclosing Party") from any confidentiality obligations or confidentiality restrictions arising from Swiss law or other applicable banking secrecy and data protection legislation which would prevent a Disclosing Party from disclosing any confidential information in accordance with this Clause 15.11 or clause 26.13 (disclosure of information) of the Loan Agreement.

16 ASSIGNMENT

16.1 Assignment by Security Trustee

The Security Trustee may assign its rights under and in connection with this Guarantee to the same extent as it may assign its rights under the Loan Agreement.

17 NOTICES

17.1 Notices to Corporate Guarantor

Any notice or demand to the Corporate Guarantor under or in connection with this Guarantee shall be given by letter or fax at:

c/o TMS Tankers Ltd.Athens Licensed Shipmanagement OfficeOmega Building80 Kifissias AvenueAmarousion 15125 Greece

Tel No.: +30 210 8090 400Fax No: +30 210 8090 405

or to such other address which the Corporate Guarantor may notify to the Security Trustee.

17.2 Application of certain provisions of Loan Agreement

Clauses 28.3, 28.4, 28.5, 28.7 and 28.8 of the Loan Agreement apply to any notice or demand under or in connection with this Guarantee.

17.3 Validity of demands

A demand under this Guarantee shall be valid notwithstanding that it is served:

18

(a) on the date on which the amount to which it relates is payable by the Borrowers (or any of them) under the Loan Agreement or any of the other Finance Documents; or

(b) at the same time as the service of a notice under clause 19.2 of the Loan Agreement;

and a demand under this Guarantee may refer to all amounts payable under or in connection with the Loan Agreement or any other Finance Document without specifying a particular sum or aggregate sum.

17.4 Notices to Security Trustee

Any notice to the Security Trustee under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Security Trustee under the Loan Agreement.

18 INVALIDITY OF LOAN AGREEMENT

18.1 Invalidity of Loan Agreement

In the event of:

(a) the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b) without limiting the scope of paragraph (a), a bankruptcy of the Borrowers (or any of them), the introduction of any law or any other matter resulting in the Borrowers (or any of them) being discharged from liability under the Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue),

this Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan Agreement had been and remained entirely valid, legal and enforceable, or the Borrowers had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Borrowers had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Borrowers under or in connection with the Loan Agreement shall include references to any amount which would have so been or become payable as aforesaid.

18.2 Invalidity of Finance Documents

Clause 18.1 also applies to each of the other Finance Documents to which the Borrowers (or any of them) are a party.

19 GOVERNING LAW AND JURISDICTION

19.1 English law

This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

19

19.2 Exclusive English jurisdiction

Subject to Clause 19.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

19.3 Choice of forum for the exclusive benefit of the Security Trustee

Clause 19.2 is for the exclusive benefit of the Security Trustee, which reserves the rights:

(a) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Corporate Guarantor shall not commence any proceedings in any country other than England in relation to a Dispute.

19.4 Process agent

The Corporate Guarantor irrevocably appoints Ince Process Agents Ltd its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London El 8QW, England to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

19.5 Creditor Parties' rights unaffected

Nothing in this Clause 19 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

19.6 Meaning of "proceedings"

In this Clause 19, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee) or any non-contractual obligation arising out of or in connection with this Guarantee.

This Guarantee has been entered into on the date stated at the beginning of this Guarantee.

20

EXECUTION PAGE

CORPORATE GUARANTOR
Signed by Savvas Tournis	)	/s/Savvas Tournis
for and on behalf of	)
DRYSHIPS INC.	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue Athens Greece

SECURITY TRUSTEE
Signed by Dimitris Karamacheras	)	/s/Dimitris Karamacheras
for and on behalf of	)
CRESDIT SUISSE AG	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

21

SCHEDULE 1

FORM OF COMPLIANCE CERTIFICATE

To:	Credit Suisse AG as Security Trustee
From:	Dryships Inc.Trust Company ComplexAjeltake RoadAjeltake IslandMajuro, Marshall Islands MH96960

Dated: [•]

Dear Sirs

Tortuga Owners Inc., Cecilia Owning Company Limited, Faros Owners Inc. and Regina Owners Inc. - $90,000,000 Loan Agreement dated[•] January 2018 (the "Agreement") and Guarantee dated[•] January 2018 (the "Guarantee")

1 We refer to the Agreement and the Guarantee. This is a Compliance Certificate. Terms defined in the Agreement and the Guarantee have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that:

(a) as at the [6-month][12-month] period ending on [•]to which the financial statements referred to below were prepared, the Corporate Guarantor is in compliance with the following covenants under Clause 11.16 (financial covenants):

(i) the Working Capital is [•];

(ii) the Cash and Cash Equivalents are$[•];

(iii) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets is[•];

(iv) the Market Value Adjusted Net Worth is [•];

(v) To evidence such compliance, we attach a copy of the latest semi-annual consolidated financial statements of the Group together with calculations and evidence setting out in reasonable detail the data and calculations made above (including valuations in a form acceptable to the Agent evidencing the Market Value of each Fleet Vessel which were used to calculate the Market Value Adjusted Total Assets of the Group as at[•]).

22

3 We confirm that no Default is continuing.*

Signed:_________________________[Chief Financial Officer][Authorised Officer][Authorised person]ofDRYSHIPS INC.

*If this statement cannot be made, the Compliance Certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

23

EX-4.110

		Exhibit 4.110
1.     Date of Agreement
19th November 2018 Vessel's Name:  MV XANADU		THE BALTCIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME:  "SHIPMAN 98" Part I
2.     Owners (name, place of registered office and law of registry) (Cl. 1)		3.     Managers (name, place of registered office and law of registry) (Cl. 1)
	Name		Name
	SALACIA MARINE INC.		TMS DRY LTD.
	Place of registered office		Place of registered office
	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,Marshall Islands, MH96960		Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,Marshall Islands, MH96960
	Law of registry		Law of registry
	Republic of Marshall Islands		Republic of Marshall Islands
4.     Day and year of commencement of Agreement (Cl. 2)
	DATE OF DELIVERY OF THE VESSEL UNDER THE BAREBOAT CHARTER BETWEEN SALACIA MARINE INC. ANDHARPINA OWNING COMPANY LIMITED
5.     Crew Management (state "yes or no" as agreed) (Cl. 3.1)		6.     Technical Management (state "yes" or "no" as agreed) (Cl. 3.2)
	YES			YES
7.     Commercial Management (state "yes or no" as agreed) (Cl. 3.3)		8.     Insurance Arrangements (state "yes or "no" as agreed) (Cl. 3.4)
	YES			YES
9.     Accounting Services (state "yes" or "no" as agreed) (Cl. 3.5)		10.   Sale of purchase of the Vessel (state "yes" or "no" as agreed) (Cl. 3.6)
	YES			YES
11.   Provisions (state "yes" or "no" as agreed) (Cl. 3.7)		12.   Bunkering (state "yes" or "no" as agreed) (Cl. 3.8)
	YES			YES
13.   Chartering Service Period (only to be filed in if "yes" stated in Box 7) (Cl. 3.3(i))		14.   Owners' Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
	Ten Years from date indicated ln Box 4			6.3(ii)
15.   Annual Management Fee (state annual amount) (Cl. 8.1)		16.   Severance Costs (state alternative (i), (ii) or (iii) of Cl. 8.4(ii))
	As per Agreement dated 9th December 2016 as amended and supplemented by a supplemental agreement dated 31st May 2018 between inter alia the Managers and Dryships Inc.			As per applicable Collective Bargaining Agreement (CBA)
17.   Day and year of termination of Agreement (Cl. 17)		18.   Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
	Ten Years from date indicated in Box 4			19.1
19.   Notices (state postal and cable address and telefax number for servicing notice and communication to the Owners) (Cl. 20)		20.   Notice (state postal and cable address and telefax number for servicing notice and communication to the Managers) (Cl. 20)
	c/o CEFAI & ASSOCIATES5/2 Merchants Street, Valletta, Malta,Tel:          (+356) 21222097Fax:         (+356) 21249950Email:      info@cefaladvocates.com			TMS DRY LTD. Athens Shipmanagement Office11 Fragkokklisias Street, 151 25Marousi, GreeceTel:           +30 210 3440600Fax:          +30 210 3440655Email:      management@tms-dry.com

This document Is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel), "B" (Details of Crew), “C” ("Budget") and "D" (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein.  In the event of a conflict of conditions, the provisions of PART I and Annexes "A" &. "B", "C" and "D" shall prevail over those of PART II to the extent of such conflict but no further..

Signature(s) (Owners) Adriano Cefai, Director of MARE SERVICES LIMITEDSole Director of SALACIA MARINE INC.

Signature(s) (Managers) Adriano Cefai, Director of MARE SERVICES LIMITEDSole Director of TMS DRY LTD.

/s/ Adriano Cefai	/s/ Adriano Cefai
DR. ADRIANO CEFAIDIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA 1171	DR. ADRIANO CEFAIDIRECTOR MARE SERVICES LTD 5/1 MERCHANTS STREET VALLETTA 1171

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX "A" (DETAILS OF VESSEL OR VESSELS) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME:  "SHIPMAN 98"

Date of Agreement:
Name of Vessel(s): M/V	XANADU
Particulars of Vessel(s):	Call SingIMO No.FlagBuiltSDWTGrtNrt	- 9HA4370- 9724661- MALTA- 15/02/2017- 208,827 MT- 107,366- 67,552

ANNEX "B" (DETAILS OF CREW) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME:  "SHIPMAN 98"

Date of Agreement:
Details of Crew:N/A
Numbers	Rank	Nationality

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

ANNEX "C" (BUDGET) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME:  "SHIPMAN 98"

See Box 15 and Clause 9

Managers’ Budget  for the first year with effect from  the Commencement Date of this Agreement:

M/V XANADU

ITEMS	YEARLY (USD) 15/ll-31/l2(47d)	MONTHLY (USD)
1TOTAL CREW EXPENSES	126,007	81,547
2STORES	15,463	10,007
3SPARES	26,085	16,881
4REPAIR/ MAINTENANCE/ SURVEY	5,828	3,772
5LUBRICANTS	18,001	11,650
6SUPT. TRAVEL / COMM. I MISC.	14,476	9,368
7INSURANCE (H+M, P+I, WAR, LOH)	24,581	15,908
GRAND TOTAL OPERATING COST	230,441	149,133
DAILY AVERAGE (EXCL, DOCKING COST)	4,903
PRE-DELIVERY COST

NOTE:

1.	Prices basis at average of Singapore, Continent & China, otherwise, to be charged at actual
2.	Crew change basis Asia, Australia and Continent ports, otherwise, to be adjusted
3.	Spares costs are for routine maintenance (excluding major items)
4.	Parity Euro / USD at 1,195
5.	The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days.  Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day

ANNEX "D" (ASSOCIATED VESSELS) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT- CODE NAME:  "SHIPMAN 98"

NOTE:  PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX "D"THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THISAGREEMENT.

Date of Agreement:

Details of Associated Vessels

This document Is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"Shipman 98" Standard Ship Management Agreement

1.   Definitions In this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.

for the duties for which they are engaged and are in possession  of valid medical certificates issued in accordance with  appropriate flag State requirements.  In the absence of  applicable flag State requirements the medical certificate shall  be dated not more than three months prior to the respective

"Owners" mean the party identified in Box. 2. "Managers" mean the party identified in Box 3. "Vessel" means the vessel or vessels details of which are set out in Annex "A" attached hereto. "Crew" mans the Master, officers and ratings of the numbers, rank and nationality specified in Annex “B” hereto. "Crew Support Costs" means all expenses of a general nature which are not particularly referable to any individual vessel for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing an efficient and economic management service and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training schemes for officers and ratings, cadet training schemes, sick pay, recruitment and interviews. "Severance Costs" means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel. "Crew Insurances" means insurances against crew risks which shall include but not be limited to death, sickness, repatriation, injury, shipwreck unemployment indemnity and loss of personal effects. "Management Services" means the services specified in sub- clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12. "ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the International Maritime Organization (IMO) by resolution A.741(18) or any subsequent amendment thereto. "STCW 95" means the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent amendment thereto. 2.   Appointment of Mangers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel. 3.   Basis of Agreement Subject to terms and conditions herein provided, during the period of this Agreement, the Managers shall carry out Management Services in respect of the Vessel as agents for and on behalf of the Owners.  The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice. 3.1. Crew Management (only applicable if agreed according to Box 5) The Managers shall provide suitably qualified Crew for the Vessel as required by the Owners in accordance with the STCW 95 requirements, provision of which includes but it is not limited to the following functions: (i)    selecting and engaging the Vessel's Crew, including payroll  arrangements, pension administration, and insurances for  the Crew other than those mentioned in Clause 6; (ii)   ensuring that the applicable requirements of the law of the  flag of the Vessel are satisfied in respect of manning levels,  rank, qualification and certification of the Crew and  employment regulations including Crew's tax, social  insurance, discipline and other requirements; (iii)  ensuring that all members of the Crew have passed a medical  examination with a qualified doctor certifying that they are fit

Crew members leaving their country of domicile and  maintained for the duration of their service on board the Vessel; (iv)  ensuring that the Crew shall have a command of the English  language of a sufficient standard to enable them to perform  their duties safely; (v)    arranging transportation of the Crew, including repatriation; (vi)   training the Crew and supervising their efficiency; (vii)  conducting union negotiations; (viii) operating the Managers' drug and alcohol policy unless   otherwise agreed. 3.2   Technical Management (only applicable if agreed according to Box 6) The Managers sl1all provide technical management which includes, but is not limited to, the following functions: (i)   provision of competent personnel to supervise the maintenance and general efficiency of the Vessel; (ii)  arrangement and supervision of dry dockings, repairs, alterations and the upkeep of the Vessel to the standards required by the Owners provided that the Managers shall be entitled to incur the necessary expenditure to ensure that the Vessel will comply with the law of the flag of the Vessel and of the places where she trades, and all requirements and recommendations of the classification society; (iii)  arrangement of the supply of necessary stores, spares and  lubricating oil; (iv)  appointment of surveyors and technical consultants as the  Managers may consider from time to time to be necessary; (v)   development, implementation and maintenance of a Safety  Management System (SMS) in accordance with the ISM  Code (see sub-clauses 4.2 and 5.3). (vi)  supervision of vessels under construction at the specific  request of the Owners and after approval by the Owner of  the relevant budget submitted by the Managers. 3.3   Commercial Management (only applicable if agreed according to Box 7) The Managers shall provide the commercial operation of the Vessel, as required by the Owners, which includes, but is not limited to, the following functions: (i)   providing chartering services in accordance with the Owners' instructions which include, but are not limited to, seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charter parties or other contracts relating to the employment of the Vessel.  If such a contract exceeds the period stated in Box 13, consent thereto in writing shall first be obtained from the Owners. (ii)   arranging of the proper payment to Owners or their nominees of all hire and/or freight revenues or other moneys of whatsoever nature to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel. (iii) providing voyage estimates and accounts and calculating of hire, freights, demurrage and/or despatch moneys due from or due to the charterers of the Vessel; (iv)  issuing of voyage instructions; (v)   appointing agents; (vi)  appointing stevedores; (vii) arranging surveys associated with the commercial operation  of the Vessel. 3.4 Insurance Arrangements’ (only applicable if agreed according to Box 8) The Managers shall arrange insurances in accordance with

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"Shipman 98" Standard Ship Management Agreement

Clause 6, on such terms and conditions as the Owners shall have instructed or agreed, in particular regarding conditions, insured values, deductibles and franchises.   3.5   Accounting Services (only applicable if agreed according to Box 9) The Managers shall: (i)   establish an accounting system which meets the reasonable        requirements of the Owners and provide regular accounting        services, supply regular reports and records. (ii)  maintain the records of all costs and expenditure incurred        as well as data necessary or proper for the settlement of        accounts between the parties.   3.6   Sale or Purchase of the Vessel (only applicable if agreed according to Box 10) The Managers shall, in accordance with the Owners’ instructions, supervise the sale or purchase of the Vessel, including the performance of any sale or purchase agreement, but not negotiation of the same.   3.7   Provisions (only applicable if agreed according to Box 11) The Managers shall arrange for the supply of provisions.   3.8   Bunkering (only applicable if agreed according to Box 12) The Managers shall arrange for the provision of bunker fuel of the quality specified by the Owners as required for the Vessel’s trade.   4.   Managers’ Obligations 4.1   The Managers undertake to use their best endeavours endeavour to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2   Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.   5.   Owners’ Obligations 5.1   The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement. 5.2   Where the Managers are providing Technical Management in accordance with sub-clause 3.2, the Owners shall: (i)   procure that all officers and ratings supplied by them or on         their behalf comply with the requirements of STCW 95; (ii)  instruct such officers and ratings to obey all reasonable orders        of the Managers in connection with the operation of the        Managers’ safety management system. 5.3   Where the Managers are not providing Technical Management in accordance with sub-clause 3.2, the Owners shall procure that the requirements of the law of the flag of the Vessel are satisfied and that they, or such other entity as may be appointed by them and identified to the Managers, shall be deemed to be the “Company” as defined by the ISM Code assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable.   6.   Insurance Policies The Owners shall procure, whether by instructing the Managers under sub-clause 3.4 or otherwise, that throughout the period of this Agreement: 6.1   at the Owners’ expense, the Vessel is insured for not less than her sound market value or entered for her full gross tonnage, as the case may be for: (i)     usual hull and machinery marine risks (including crew          negligence) and excess liabilities; (ii)    protection and indemnity risks (including pollution risks and          Crew Insurances); and (iii)   war risks (including protection and indemnity and crew risks)          in accordance with the best practice of prudent owners of          vessels of a similar type to the Vessel, with first class insurance          companies underwriters or associations; (“the Owners’          Insurances”); (vi)   Freight, Demurrage and Defense Insurance (v)    Certificate of Financial Responsibility (vi)   Crew Personal Accident and Sundries insurance cover (vii)  Any other insurance required by law (viii) Any Insurance that can be arranged and not Included in the          above but is requested by the Owners in writing 6.2   all premiums deductibles, supplementary calls and/or excess supplementary calls and release calls on the Owners' insurances are paid promptly by their due date. 6.3   the Owners’ Insurances name the Managers and, subject to underwriters’ agreement, any third party designated by the Managers as a joint assured, with full cover, with the Owners obtaining cover in respect of each of the insurances specified in sub-clause 6.1: (i)    on terms whereby the Managers and any such third party         are liable in respect of premiums or calls arising in connection         with the Owners’ Insurances; or (ii)   if reasonably obtainable, on terms such that neither the         Managers nor any such third party shall be under any         liability in respect of premiums or calls arising in connection         with the Owners’ Insurances; or (iii)  on such other terms as may be agreed in writing. Indicate alternative (i), (ii) or (iii) in Box 14.  If Box 14 is left blank then (i) applies. 6.4   written evidence is provided, to the reasonable satisfaction of the Managers, of their compliance with their obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal date and, if specifically requested, of each payment date of the Owners’ Insurances.   7.   Income Collected and Expenses Paid on Behalf of Owners 7.1   All moneys collected by the Managers under the terms of this Agreement (other than moneys payable by the Owners to the Managers) and any interest thereon shall be held to the credit of the Owners in a separate bank account. 7.2   All expenses incurred by the Managers under the terms of this Agreement on behalf of the Owners (including expenses as provided in Clause 8) may be debited against the Owners in the account referred to under sub-clause 7.1 but shall in any event remain payable by the Owners to the Managers on demand.   8.   Management Fee 8.1(a)   The Owners shall pay to the Managers for their services as Managers under this Agreement an annual a daily management fee as stated in Box 15 which shall be payable to equal monthly installments in advance, the first installment being payable on the commencement of this Agreement (see Clause 2 and Box 4) and subsequent installments being payable every month.

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"Shipman 98" Standard Ship Management Agreement

8.1(b)   The Owners shall place with the Manager for the duration of this Agreement an amount equal to three months of management fee stated in Box 15 as security.   Upon termination of this Agreement, all moneys remaining within the security or any portion thereof, if the amounts due to the Manager pursuant with the obligations set forth in the management agreement and their addenda (if any) is less than the security amount paid as per above shall be returned to the Owner subject to the terms and conditions of this agreement.  It is being understood that in event of default from the part of the Owner is forfeited in favor of the Manager without prejudice to any rights which the Manager may have against the Owner in law or in equity. 8.2   The management fee shall be to an annual a review on the anniversary date of the Agreement and for each calendar year and will be automatically adjusted to the Greek CPI index for the previous year.  It is understood that any such increase will not be less than 3% and not more than 5%.  The proposed fee shall be presented in the annual budget referred to in sub- clause 9.1 clause 9.1 8.3   The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff, facilities and stationery.  Without limited the generality of Clause 7 the Owners shall reimburse the Managers for postage and communication expenses, traveling expenses, and other out of pocket expenses properly incurred by the Managers in pursuance of the Management Services. 8.4   In the event of the appointment of the Managers being terminated for any reason other than Clause 18.2 by the Owners or the Managers in accordance with the provisions of Clauses 17 and 18 other than by reason of default by the Managers, or if the Vessel is lost, sold or otherwise disposed of, the “management fee” shall be payable to the Managers according to the provisions of sub-clause 8.1, shall continue to be payable for a further period of three calendar months as from the termination date.  In addition, provided that the Managers provide Crew for the Vessel in accordance with sub- clause 3.1; (i)  the Owners shall continue to pay Crew Support Costs during       the said further period of three (3) calendar months and (ii) the Owners shall pay an equitable proportion of any       Severance Costs which may materialize, not exceeding       the amount stated in Box 16. 8.5   If the Owners decide to lay-up the Vessel whilst this Agreement remains in force and such lay-up lasts for more than three months, an appropriate reduction of the management fee for the period exceeding three months until one month before the Vessel is again put into service shall be mutually agreed between the parties. 8.6   Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.  For the avoidance of any doubt, it is understood that insurance is charged on a gross rate basis. 8.7   In case of vessels under construction, no management fee will be charged by the Managers until the vessel's delivery to the Owners.  However, in case Owners instruct the Managers to supervise vessels under construction as per Clause 3.2(vi) then the Managers will be due an upfront fee equal to 10% of the budget approved by the Owners.  Such fee, will be payable in USD.  For the avoidance of any doubt the rest of the paragraphs of Clause 8 to remain in force.   9.   Budgets and Management of Funds 9.1   On or before November 30 of each calendar year The Managers shall present to the Owners annually a budget (see Annex “C”) for the following twelve months next calendar year in such form as the Owners reasonably require.  The budget for the first year hereof is set out in Annex “C” hereto.  Subsequent annual budgets shall be prepared by the Managers and submitted to the Owners not less than three months before the anniversary date of the commencement of this Agreement (see Clause 2 and Box 4). 9.2   The Owners shall indicate to the Managers their acceptance and approval of the annual budget within one month of presentation and in the absence of any such indication the Managers shall be entitled to assume that the Owners have accepted the proposed budget. 9.3   The Owner shall place with the Manager for the duration of this Agreement an amount equal to three months running expenses as working capital reserve.  For calculation purposes the reserve will be based on the agreed budgeted daily average cost as per the respective management agreement.  Upon termination of this Agreement all moneys remaining within the working capital reserve shall be returned to the Owner subject to the terms and conditions of this agreement.  Following the agreement of the budget, the Managers shall prepare and present to the Owners their estimate of the working capital requirement of the Vessel and the Managers shall each month update this estimate, based thereon, the Managers shall each month request the Owners in writing for the funds required to run the Vessel for the ensuing month, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions.  Such funds shall be received by the Managers within ten running days after the receipt by the Owners of the Managers’ written request and shall be held to the credit of the Owners in a separate bank account. 9.4   The Managers shall produce a comparison between budgeted and actual income and expenditure of the Vessel in such form as required by the Owners monthly on a yearly basis or at such other intervals as mutually agreed. 9.5   Notwithstanding anything contained herein to the contrary, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services.   10. Managers’ Right to Sub-Contract The Managers shall not have the right to sub-contract any of their obligations hereunder, including those mentioned in sub- clause 3.1, without the prior written consent of the Owners which shall not be unreasonably withheld.  In the event of such a sub- contract the Managers shall remain fully liable for the due performance of their obligations under this Agreement.   11. Responsibilities 11.1   Force Majeure - Neither the Owners nor the Managers shall be under any liability for any failure to perform any of their obligations thereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.  For the avoidance of any doubt financial force majeure does not apply. 11.2   Liability to Owners – (i) Without prejudice to sub-clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same is proved to have resulted solely from the negligence, gross negligence or willful default of the Managers or their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’ liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder. (i)  Notwithstanding anything that may appear to the contrary in       this Agreement, the Managers shall not be liable for any of the

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"Shipman 98" Standard Ship Management Agreement

actions of the Crew, even if such actions are negligent, grossly negligent or willful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations under sub-clause 3.1, in which case their liability shall be limited in accordance with the terms of this Clause 11. 11.3   Indemnity – Except to the extent and solely for the amount therein set out that the Managers would be liable under sub- clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement. 11.4   “Himalaya” - It is hereby expressly agreed that no employee or agent of the Managers (including every sub- contractor from time to time employed by the Managers) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his party while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause 11, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.   12.   Documentation Where the Managers are providing Technical Management in accordance with sub-clause 3.2 and/or Crew Management in accordance with sub-clause 3.1, they shall make available, upon Owners’ request, all documentation and records related to the Safety Management System (SMS) and/or the Crew which the Owners need in order to demonstrate compliance with the ISM Code and STCW 95 or to defend a claim against a third party.   13.   General Administration 13.1   The Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or may give rise to claims or disputes involving third parties. 13.2   The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement. 13.3   The Managers shall also have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests of the Owners in respect of the Vessel. 13.4   The Owners shall arrange for the provision of any necessary guarantee bond or other security. 13.5   Any costs reasonably incurred by the Managers in carrying out their obligations according to Clause 13 shall be reimbursed by the Owners. 14.   Auditing The Managers shall at all times maintain and keep true and correct accounts in accordance with sound accounting practice and an adequate and effective system of internal controls and procedures and shall make the same available for permit the inspection and auditing by the Owners and their Auditors at such times as may be mutually agreed.  On the termination, for whatever reasons, of this Agreement the Managers shall release to the Owners, if so requested, the originals when possible, or otherwise certified copies, of all such accounts and all documents specifically relating to the Vessel and her operation.   15.   Inspection of Vessel The Owners shall have the right at any time after giving reasonable notice to the Managers to inspect the Vessel for any reason they consider necessary.   16.   Compliance with Laws and Regulations The Managers will not do or permit to be done anything which might cause any breach or infringement of the laws and regulations of the Vessel’s flag, or of the places where she trades.   17.   Duration of the Agreement This Agreement shall come into effect on the day and year stated in Box 4 and shall continue until the date stated in Box 17. Thereafter it shall automatically renew for a five-year period and shall thereafter be extended in additional five-year increments if notice of termination is not provided by the Owners in the fourth quarter of the year immediately preceding the end of the respective term.  continue until terminated by either party giving to the other notice in writing, in which event the Agreement shall terminate upon the expiration of a period of two months from the date upon which such notice was given.   18.   Termination 18.1   Owners’ default (i)    The Managers shall be entitled to terminate the Agreement         with immediate effect by notice in writing if any moneys         payable by the Owners under this Agreement and/or the         owners of any associated vessel, details of which are listed         in Annex “D”, shall not have been received in the Managers’         nominated account within ten running days of receipt by         the Owners of the Managers written request or if the Vessel         is repossessed by the Mortgagees. (ii)   If the Owners: (a)   fail to meet their obligations under sub-clauses 5.2 and 5.3 of this Agreement for any reason within their control, or (b)   proceed with the employment of or continue to employ the Vessel in the carriage of contraband, blockade running, or in an unlawful trade, or on a voyage which in the reasonable opinion of the Managers is unduly hazardous or improper, the Managers may give notice of the default to the Owners, requiring them to remedy it as soon as practically possible. In the event that the Owners fail to remedy it within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing. 18.2   Managers’ Default If the Managers fail to meet their obligations under Clauses 3 and 4 of this Agreement for any reason within the control of the Managers, the Owners may give notice to the Managers of the default, requiring them to remedy it as soon as practically possible.  In the event that the Managers fail to remedy it within a reasonable time to the satisfaction of the Owners the Owners shall be entitled to terminate the Agreement with immediate effect by notice in writing

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"Shipman 98" Standard Ship Management Agreement

18.3   Extraordinary Termination This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. 18.4   For the purpose of sub-clause 18.3 hereof (i)   the date upon which the Vessel is to be treated as having        been sold or otherwise disposed or shall be the date on        which the Owners cease to be registered as Owners of        the Vessel; (ii)  the Vessel shall not be deemed to be lost unless either        she has become an actual total loss or agreement has        been reached with her underwriters in respect of her        constructive, compromised or arranged total loss or if such        agreement with her underwriters is not reached it is        adjudged by a competent tribunal that a constructive loss        of the Vessel has occurred. 18.5   This Agreement shall terminate forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of either party (otherwise than for the purpose of reconstruction or amalgamation) or if a receiver is appointed, or it if suspends payment, ceases to carry on business or makes any special arrangement or composition with its creditors. 18.6   The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination. 18.7   Termination After Change of Control This Agreement will terminate automatically immediately after a change of control (as defined below) of the Owners and/or the Owners ultimate parent.  Upon such termination, the Owners will be required to pay the Manager the Termination Payment in a single Installment. For the purpose of this Agreement "Change of Control" means the occurrence of any of the following: (i)   The acquisition by any individual, entity or group of beneficial ownership of fifty (50) percent (%) or more of either (A)  the then-outstanding shares of stock of the Owner and/or the Owners ultimate parent or (B) the combined voting power of the then-outstanding voting securities of the Owner and/or the Owners ultimate parent entitled to vote generally in the election of directors; (ii)   The consummation of a reorganization, merger or consolidation of Owner and/or the Owners. ultimate parent or the sale or other disposition of all or substantially all of the assets of Owner and/or Owners ultimate parent. (iii)   The approval by the shareholders of Owner and/or the Owners ultimate parent of a complete liquidation or dissolution of Owner and/or the Owners ultimate parent.   Further, for the purpose of this Agreement "Termination Payment" means a payment to be received by the Manager in the event of a Change of Control.  Such payment shall be equal to the estimated remaining fees payable to the Manager under the then current term of the agreement but in any case shall not be less than for a period of 36 months and not more than a period of 48 months.   19.   Law and Arbitration 19.1   This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification to re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators.  A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified.  If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.  The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. 19.2   This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the United States and any dispute arising out of or in connection with this Agreement shall be referred to three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction.  The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. In cases where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc, current at the time when the arbitration proceedings are commenced. 19.3   This Agreement shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at a mutually agreed place, subject to the procedures applicable there. 19.4   If Box 18 in Part I is not appropriately filled in, sub- clause 19.1 of this Clause shall apply.   Note:  19.1, 19.2 and 19.3 are alternatives; indicate alternative agreed in Box 18.   20.   Notices 20.1   Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or by personal service. 20.2   The address of the Parties for service of such communication shall be as stated in Boxes 19 and 20, respectively.   21.   Other Fees 21.1   Incentive Fee At their sole discretion the Owners on an annual basis in order to provide the Managers with a performance incentive, may make a payment to the Managers of an incentive fee in addition to the management fee, 21.2   Chartering One and a quarter per cent (1.25%) of all monies earned by the Vessel.  Such fee will be payable in USD.  For the avoidance of any doubt and regardless of Clause 8.5, chartering commissions shall survive the termination of this agreement under all circumstances until the termination of the charter party in force at the time or termination of any other employment arranged

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

"Shipman 98" Standard Ship Management Agreement

previous to the termination date.

21.3  Sale and PurchaseOne percent (1%) of any sale of the Vessel including 1% for theconstruction.  Such fee will be payable in USD.

This document Is a computer generated SHIPMAN 98 form printed by authority of BIMCO.  Any insertion or deletion to the form must be clearly visible.  ln the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply.  BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

EX-4.107

Exhibit 4.107

Dated 24 January 2018

OIL TANKERS INVESTMENTS INC.,as Guarantor
and

CREDIT SUISSE AGas Security Trustee

GUARANTEE AND NEGATIVE PLEDGE

relating toa Loan Agreement dated 24 January 2018

WATSON FARLEY&WILLIAMS

Index

Clause		Page
1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	3
6	Payments	4
7	Interest	4
8	Subordination	4
9	Enforcement	5
10	Representations and Warranties	5
11	Undertakings	8
12	Corporate Undertakings	11
13	Negative Pledge	13
13	Judgments and Currency Indemnity	14
14	Set-Off	14
15	Supplemental	15
16	Assignment	17
17	Notices	17
18	Invalidity of Loan Agreement	18
19	Governing Law and Jurisdiction	18
Execution
Execution Page		20

THIS GUARANTEE is made on 24 January 2018

PARTIES

(1) OIL TANKERS INVESTMENTS INC., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Guarantor")

(2) CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its office at St. Alben Graben 1-3, 4051 Basel, Switzerland (the "Security Trustee", which expression includes its successors and assigns)

BACKGROUND

(A) By a loan agreement dated 24January 2018 (the "Loan Agreement") and made between (i) Tortuga Owners Inc., Cecilia Owning Company Limited, Faros Owners Inc. and Regina Owners Inc. as joint and several borrowers (together the "Borrowers" and each a "Borrower"), (ii) the banks and financial institutions listed therein as Lenders, (iii) Credit Suisse AG as Swap Bank, (iv) Credit Suisse AG as Agent and (v) the Security Trustee, it was agreed that the Lenders would make available to the Borrowers a term loan facility of up to US$90,000,000 to refinance the existing indebtedness related to m.vs. "SHIRAGA", "SAMSARA", "STAMOS" and "BALLA" (together, the "Ships").

(B) By a master agreement on the 2002 ISDA Agreement form, and including the Schedule thereto (the "Master Agreement") dated 24January 2018 and entered between (i) the Borrowers and (ii) the Swap Bank, pursuant to which the Swap Bank may agree upon the Borrowers' request and subject to the Swap Bank's approval to enter into Transactions with the Borrowers from time to time.

(C) By an Agency and Trust Agreement dated the same date as, and entered into pursuant to, the Loan Agreement and the Master Agreement, it was agreed that the Security Trustee would hold the Trust Property (as defined in the Agency and Trust Agreement) on trust for the Lenders and the Swap Bank.

(D) Each Borrower has an authorised share capital of 500 registered with a par value of $20 per share, all of which shares (the "Original Shares") have been issued and are held by the Guarantor.

(E) It is a condition precedent to the availability of the facility under the Loan Agreement and the Swap Bank entering into Transactions with the Borrowers pursuant to the terms of the Master Agreement that the Guarantor executes in favour of and delivers to the Security Trustee this Guarantee (which is one of the Guarantees referred to in the Loan Agreement) and negative pledge in respect of the Shares.

OPERATIVE PROVISIONS

1 INTERPRETATION

1.1 Defined expressions

Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2 Construction of certain terms

In this Guarantee:

"bankruptcy" includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country.

"GAAP" means generally accepted international accounting principles as from time to time set forth by the statements of International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Committee;

"Group" means, following the release of the Corporate Guarantor from the Guarantee to which it is a party pursuant to a Qualified IPO, the Guarantor and its subsidiaries for the time being and "member of the Group" shall be construed accordingly;

"Loan Agreement" means the loan agreement dated 24 January 2018 referred to in Recital (A) and includes any existing or future amendments or supplements, whether made with the Guarantor's consent or otherwise.

"Master Agreement" means the master agreement dated 24 January 2018 referred to in Recital (B) as from time to time amended and/or supplemented.

"Shares" means (a) the Original Shares and (b) all other shares in each Borrower from time to time owned by the Guarantor during the Security Period.

1.3 Application of construction and interpretation provisions of Loan Agreement

Clauses 1.2 to 1.6 of the Loan Agreement apply, with any necessary modifications, to this Guarantee.

2 GUARANTEE

2.1 Guarantee and indemnity

The Guarantor unconditionally and irrevocably:

(a) guarantees the due payment of all amounts payable by the Borrowers (or any of them) and the punctual performance by the Borrowers (or any of them) of their obligations under or in connection with the Loan Agreement and every other Finance Document (including, for the avoidance of doubt, the Master Agreement);

(b) undertakes to pay to the Security Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrowers (or any of them) when payable; and

(c) fully indemnifies the Security Trustee and each other Creditor Party on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or the other Creditor Party concerned as a result of or in connection with any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party concerned would otherwise have been entitled to recover.

2.2 No limit on number of demands

The Security Trustee may serve more than one demand under Clause 2.1.

2

3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1 Principal and independent debtor

The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2 Waiver of rights and defences

Without limiting the generality of Clause 3.1, the Guarantor shall neither be discharged by, nor have any claim against any Creditor Party in respect of:

(a) any amendment or supplement being made to the Finance Documents (including, for the avoidance of doubt, the Master Agreement);

(b) any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents (including, for the avoidance of doubt, the Master Agreement);

(c) any release or loss (even though negligent) of any right or Security Interest created by the Finance Documents (or any of them);

(d) any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or

(e) any other Finance Document (including, for the avoidance of doubt, the Master Agreement) or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.

4 EXPENSES

4.1 Costs of preservation of rights, enforcement etc.

The Guarantor shall pay to the Security Trustee on its demand the amount of all expenses incurred by the Security Trustee or any other Creditor Party in connection with any matter arising out of this Guarantee or any Security Interest connected with it, including any advice, claim or proceedings relating to this Guarantee or such a Security Interest.

4.2 Fees and expenses payable under Loan Agreement

Clause 4.1 is without prejudice to the Guarantor's liabilities in respect of the Borrowers obligations under clause 20 of the Loan Agreement (fees and expenses) and under similar provisions of other Finance Documents (including, for the avoidance of doubt, the Master Agreement).

5 ADJUSTMENT OF TRANSACTIONS

5.1 Reinstatement of obligation to pay

The Guarantor shall pay to the Security Trustee on its demand any amount which any Creditor Party is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in

3

bankruptcy of the Borrowers (or any of them) or of another Security Party (or similar person) on the ground that the Loan Agreement or any other Finance Document, or a payment by the Borrowers (or any of them) or of another Security Party, was invalid or on any similar ground.

6 PAYMENTS

6.1 Method of payments

Any amount due under this Guarantee shall be paid:

(a) in immediately available funds;

(b) to such account as the Security Trustee may from time to time notify to the Guarantor;

(c) without any form of set-off, cross-claim or condition; and

(d) free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make.

6.2 Grossing-up for taxes

If the Guarantor is required by law to make a tax deduction, the amount due to the Security Trustee shall be increased by the amount necessary to ensure that the Security Trustee and (if the payment is not due to the Security Trustee for its own account) the Creditor Party beneficially interested in the payment receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.

7 INTEREST

7.1 Accrual of interest

Any amount due under this Guarantee shall carry interest after the date on which the Security Trustee demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Loan Agreement.

7.2 Calculation of interest

Interest under this Guarantee shall be calculated and accrue in the same way as interest under clause 5 and clause 7 of the Loan Agreement.

7.3 Guarantee extends to interest payable under Loan Agreement

For the avoidance of doubt, it is confirmed that this Guarantee covers all interest payable under the Loan Agreement, including that payable under clause 7 of the Loan Agreement.

8 SUBORDINATION

8.1 Subordination of rights of Guarantor

All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against the Borrowers (or any of them), any other Security Party or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents; and in particular, the Guarantor shall not:

4

(a) claim, or in a bankruptcy of the Borrowers (or any of them), or any other Security Party prove for, any amount payable to the Guarantor by the Borrowers (or any of them) or any other Security Party, whether in respect of this Guarantee or any other transaction;

(b) take or enforce any Security Interest for any such amount;

(c) claim to set-off any such amount against any amount payable by the Guarantor to the Borrowers (or any of them) or any other Security Party; or

(d) claim any subrogation or other right in respect of any Finance Document or any sum received or recovered by any Creditor Party under a Finance Document (including, for the avoidance of doubt, the Master Agreement).

9 ENFORCEMENT

9.1 No requirement to commence proceedings against Borrowers

Neither the Security Trustee nor any other Creditor Party will need to commence any proceedings under, or enforce any Security Interest created by, the Loan Agreement or any other Finance Document (including, for the avoidance of doubt, the Master Agreement) before claiming or commencing proceedings under this Guarantee.

9.2 Conclusive evidence of certain matters

However, as against the Guarantor:

(a) any judgment or order of a court in England, Marshall Islands or any other Pertinent Jurisdiction in connection with the Loan Agreement or any other Finance Document; and

(b) any statement or admission of the Borrowers (or any of them) in connection with the Loan Agreement or any other Finance Document,

shall be binding and conclusive as to all matters of fact and law to which it relates.

9.3 Suspense account

The Security Trustee and any Creditor Party may, for the purpose of claiming or proving in a bankruptcy of the Borrowers (or any of them) or any other Security Party, place any sum received or recovered under or by virtue of this Guarantee or any Security Interest connected with it on a separate suspense or other nominal account without applying it in satisfaction of the Borrowers' obligations under the Loan Agreement or any other Finance Document.

10 REPRESENTATIONS AND WARRANTIES

10.1 General

The Guarantor represents and warrants to the Security Trustee as follows.

10.2 Status

The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands.

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10.3 Corporate power

The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a) to execute this Guarantee; and

(b) to make all the payments contemplated by, and to comply with, this Guarantee.

10.4 Consents in force

All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them liable to revocation.

10.5 Shares

The authorised share capital of each Borrower consists of the shares described in Background Clause (D) hereto and such shares are issued and legally owned by the Guarantor as described in Background Clause (D) free from any Security Interest and any options or rights of pre-emption, the shares certificates for the Original Shares are in the possession of the Guarantor with full title guarantee and the Guarantor has full power and authority to be the legal and beneficial owner of the Original Shares.

10.6 Legal validity

This Guarantee does now or will upon execution and delivery constitute the Guarantor's legal, valid and binding obligations enforceable against the Guarantor in accordance with their respective terms and subject to any relevant insolvency laws affecting creditors' rights generally.

10.7 No conflicts

The execution by the Guarantor of this Guarantee and its compliance with this Guarantee will not involve or lead to a contravention of:

(a) any law or regulation; or

(b) the constitutional documents of the Guarantor; or

(c) any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.

10.8 No withholding taxes

All payments which the Guarantor is liable to make under this Guarantee may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

10.9 No default

To the knowledge of the Guarantor, no Event of Default or Potential Event of Default has occurred.

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10.10 Information

All information which has been provided in writing by or on behalf of the Guarantor to the Security Trustee or any other Creditor Party in connection with any Finance Document (including, for the avoidance of doubt, the Master Agreement) satisfied the requirements of Clause 11.3, all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.5 and there has been no material adverse change in the financial position or state of affairs of the Guarantor from that disclosed in the latest of those accounts.

10.11 No litigation

No legal or administrative action involving the Guarantor or a Borrower (including, without limitation, any action relating to any alleged or actual breach of the ISM Code and ISPS Code) has been commenced or taken or, to the Guarantor's knowledge, is likely to be commenced or taken and which can clearly be considered material in the context of any Finance Document.

10.12 Taxes paid

The Guarantor has paid all taxes applicable to, or imposed on or in relation to the Guarantor, its business or the Ships.

10.13 ISM Code, ISPS Code and Environmental Law compliance

All requirements of the ISM Code and ISPS Code and any Environmental Law as they relate to the Guarantor, the Borrowers and the Ships have been complied with.

10.14 No immunity

Neither the Guarantor, nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).

10.15 No money laundering

In relation to the borrowing by the Borrowers of the Loan, the performance and discharge of its obligations and liabilities under this Guarantee, and the transactions and other arrangements effected or contemplated by the Finance Documents to which any Borrower is a party, the Guarantor confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in the Loan Agreement, and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of Directive 2015/849/EC of the European Parliament and of the Council and/or Article 305 bis of the Swiss Penal Code).

10.16 Sanctions

The Guarantor, its directors and/or officers are not, nor act directly or indirectly on behalf of, a Restricted Party (as defined in Clause 11.13).

10.17 Repetition

The representations and warranties of the Guarantor set out in this Clause 10 shall survive the execution of the Guarantee and shall be deemed to be repeated at the commencement of

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each Interest Period and, if different, on each Repayment Date, with respect to the facts and circumstances existing at each such time, as if made at each such time.

11 UNDERTAKINGS

11.1 General

The Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 11 (Undertakings) at all times during the Security Period, except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

11.2 Change of business

The Guarantor shall not, and shall procure that no Borrower will, make any substantial change to the nature of its business from that existing at the date of this Guarantee.

11.3 Information provided to be accurate

All financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection with this Guarantee will be true and not misleading and will not omit any material fact or consideration.

11.4 Provision of financial statements

The Guarantor will send to the Security Trustee:

(a) as soon as possible, but in no event later than 180 days after the end of each financial year of the Guarantor (commencing with the financial year ending in the calendar year in which a Qualified IPO is effected) the annual audited consolidated financial statements of the Group certified as to their correctness by the chief financial officer or any other authorised officer or any other authorised person of the Guarantor;

(b) as soon as possible, but in no event later than 90 days after the end of each quarter in each financial year of the Guarantor (commencing with the quarter in which a Qualified IPO falls), the unaudited consolidated financial statements of the Group for that quarter, certified as to their correctness by the chief financial officer or any other authorised officer or any other authorised person of the Guarantor;

(c) promptly after each request by the Security Trustee, such further financial or other information in respect of the financial condition, commitments and operation of any Borrower, any Ship, the Guarantor and any other member of the Group.

11.5 Form of financial statements

All accounts (audited and unaudited) delivered under Clause 11.4 will:

(a) be prepared in accordance with all applicable laws and GAAP is applied;

(b) give a true and fair view of the state of affairs of the Borrowers, the Guarantor and the Group at the date of those accounts and of its profit for the period to which those accounts relate; and

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(c) fully disclose or provide for all significant liabilities of the Borrowers, the Guarantor and the Group.

11.6 Shareholder and creditor notices

The Guarantor will send the Security Trustee, upon its request, copies of all communications which are despatched to the Guarantor's shareholders or creditors or any class of them unless it is clear that such communications cannot be considered material in the context of any Finance Document.

11.7 Consents

The Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:

(a) for the Guarantor to perform its obligations under this Guarantee; and

(b) for the validity or enforceability of this Guarantee,

and the Guarantor will comply with the terms of all such consents.

11.8 Notification of litigation

The Guarantor will provide the Security Trustee with details of any legal or administrative action involving the Guarantor, any Borrower, any other Security Party, the Approved Manager or any Ship as soon as such action is instituted or it becomes apparent to the Guarantor that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

11.9 Notification of default

The Guarantor will notify the Security Trustee as soon as the Guarantor becomes aware of:

(a) the occurrence of an Event of Default or a Potential Event of Default; or

(b) any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

and will thereafter keep the Security Trustee fully up-to-date with all developments.

11.10 Provision of further information

The Guarantor will, upon receiving the request, provide the Security Trustee with any additional financial or other information relating:

(a) to the Borrowers, the Group, the Corporate Guarantor, the Ships, the Guarantor, the Insurances or the Earnings; or

(b) to any other matter relevant to, or to any provision of or a Finance Document,

which may be required by the Security Trustee or any other Creditor Party at any time.

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11.11 "Know your customer" checks

If:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Guarantee; or

(b) any change in the status of the Guarantor after the date of this Guarantee;

obliges the Security Trustee to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Guarantor shall promptly upon the request of the Security Trustee supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Security Trustee in order for the Security Trustee to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Guarantee.

11.12 Provision of copies and translation of documents

Upon the Security Trustee's request, the Guarantor will supply the Security Trustee with a sufficient number of copies of the documents referred to above; and if the Security Trustee so requires in respect of any of those documents, the Guarantor will provide a certified English translation prepared by a translator approved by the Security Trustee.

11.13 Sanctions

(a) The Guarantor understands that the Creditor Parties - be it due to applicable laws and/or internal rules and regulations - are prohibited from conducting business in relation to Restricted Countries or Restricted Parties.

(b) The Guarantor confirms and undertakes that it will not transfer, make use of, or provide the benefit of, any funds received from, or services provided by, any Creditor Party to any Restricted Parties, or conduct, permit or allow any business activity related to the Ships (including, but not limited to, entering into any acquisition agreement, a (re-) financing or any charter in relation to the Ships) or related to any other Relevant Asset with any Restricted Parties or for business activities that are subject to Sanctions.

(c) This Clause 11.13 shall not be interpreted as restricting charterers or sub-charterers to use the Ships to conduct occasional business activities with Restricted Parties or Restricted Countries (and for the purpose of this Clause 11.13, occasional business activities means activities where it is not the main purpose of such chartering contract to conduct business activities with Restricted Parties or Restricted Countries) provided such business activities are not subject to restrictions under any of the sanctions regimes as enumerated in the definition of "Restricted Parties" (irrespective of whether or not the restrictions imposed by such sanctions regimes apply to the concerned business activity).

(d) In addition and without prejudice to the foregoing, the Guarantor shall procure that no proceeds, funds or benefit from any activity or dealing with Restricted Parties are used in discharging any obligation due or owing to the Creditor Parties or are credited to any bank account held with any Creditor Party, and that no payment to a Restricted Party is effected, whether to discharge any obligation due or owing to such person or for any other purpose, through the use of any bank account held with any Creditor Party.

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In this Clause 11.13:

"Relevant Asset" means the Ships or any other vessel, asset or project in relation to which funds have been received from, or services have been provided by, the Creditor Parties;

"Restricted Countries" means, as of the date of this Guarantee, Cuba, Iran, North Korea, Sudan, Syria, the region of Crimea and/or any other country or region subject to Sanctions, as notified from time to time to the Borrowers and/or the Guarantor by the Agent and/or the Security Trustee;

"Restricted Parties" means any person, entity or party: (i) located, domiciled, resident or incorporated in a Restricted Country; or (ii) the government of a Restricted Country; or (iii) subject to Sanctions; or (iv) controlling, controlled by, or under common control with, any person, entity or party referred to under (i) to (iii) above; and

"Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i) the United Nations; (ii) the European Union; (iii) the United States Treasury Department's Office of Foreign Assets Control ("OFAC"); (iv) the State Secretariat for Economic Affairs of Switzerland ("SECO") or the Swiss Directorate of International Law ("DIL"); (v) HM Treasury of the United Kingdom; (vi) the Monetary Authority of Singapore ("MAS") and (vii) the Hong Kong Monetary Authority ("HKMA") and/or any other body notified from time to time in writing to the Borrowers and/or the Guarantor by the Agent and/or the Security Trustee.

11.14 Anti-Corruption

(a) The Guarantor shall not (and shall procure that none of the Borrowers or any Security Party will) directly or indirectly use the proceeds of the Loan for any purpose which would breach or might breach applicable anti-corruption laws, including, but not limited to, the UK Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, each as amended.

(b) The Borrowers shall (and shall procure that each Security Party will):

(i) conduct its business in compliance with applicable anti-corruption laws and regulations; and

(ii) maintain effective policies and procedures designed to promote and achieve compliance with such laws and regulations.

12 CORPORATE UNDERTAKINGS

12.1 General

The Guarantor also undertakes with the Security Trustee to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Security Trustee may, with the authorisation of the Majority Lenders, otherwise permit.

12.2 Maintenance of status

The Guarantor will maintain its separate corporate existence and remain in good standing under the laws of the Republic of the Marshall Islands.

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12.3 Maintenance of Security Interests

The Guarantor will:

(a) at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and

(b) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other step which may be or become necessary or desirable for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

12.4 No merger etc.

The Guarantor shall procure that none of the Borrowers will enter into any form of merger, or demerger, amalgamation or any form of reconstruction or reorganisation unless in connection with:

(a) a Qualified IPO subject to:

(i) the Borrowers and the Corporate Guarantor giving at least 30 days' prior notice to the Agent of the Guarantor's intention to proceed with a Qualified IPO and requesting the consent of the Agent (acting on the instructions of the Lenders at their discretion);

(ii) the Agent (acting on the instructions of the Lenders at their discretion) providing its written approval to a Qualified IPO; and

(iii) the Guarantor continuing to remain the direct and legal owner of all the issued share capital of each Borrower at the time the Qualified IPO is effected; or

(b) a Permitted Ultimate Beneficial Ownership Change being effected in which case the Guarantor shall be released from its obligations under this Guarantee subject to:

(i) the Approved Manager providing a guarantee of all the Borrowers' obligations under the Loan Agreement and the other Finance Documents in such form as the Agent (acting on the instructions of the Majority Lenders) may require by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(ii) the Guarantor ceasing to remain the direct and legal owner of all the issued share capital of each Borrower on the date the Permitted Ultimate Beneficial Ownership Change is effected.

12.5 Pari Passu

The Guarantor shall procure that its liabilities under this Guarantee do and will rank at least pari passu with all its other present and future liabilities, except for liabilities which are mandatorily preferred by law.

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13 NEGATIVE PLEDGE

13.1 Negative Pledge

The Guarantor hereby represents and warrants to the Security Trustee that it is, and during the Security Period or until such time as a Permitted Ultimate Beneficial Ownership Change is effected by way of the Guarantor transferring its shares in each Borrower and subject to the Approved Manager executing and delivering to the Security Trustee a Guarantee (as defined in the Loan Agreement) it will remain, the legal owner of the Shares with full title guarantee and the Guarantor hereby covenants and undertakes with the Security Trustee that it will not:

(a) create or suffer the creation of any Security Interest on or in respect of the whole or any part of the Shares in favour of any person other than the Security Trustee and it will not, and shall procure that no Borrower will, create or permit to arise any Security Interest, except for Permitted Security Interests, over any of their respective assets which are the subject of a Security Interest created or intended to be created by the Finance Documents; or

(b) sell, assign, transfer or otherwise dispose of the whole or any part of the Shares, in any such case, without the prior written consent of the Security Trustee.

13.2 Share certificates

The Guarantor further covenants and undertakes with the Security Trustee that it will retain physical possession of the share certificates referred to in Clause 10.5 in respect of the Original Shares and any other Shares during the Security Period or until such time as a Permitted Ultimate Beneficial Ownership Change is effected by way of the Guarantor transferring its shares in each Borrower and subject to the Approved Manager executing and delivering to the Security Trustee a Guarantee (as defined in the Loan Agreement).

13.3 Share capital; further shares; appointment of directors and officers of each Borrower

The Guarantor shall procure that throughout the Security Period or until such time as a Permitted Ultimate Beneficial Ownership Change is effected by way of the Guarantor transferring its shares in each Borrower and subject to the Approved Manager executing and delivering to the Security Trustee a Guarantee (as defined in the Loan Agreement) there shall be:

(a) no increase or reduction in the authorised share capital of any of the Borrowers;

(b) no issue of any further shares in any of the Borrowers (unless such shares are issued to the Guarantor and are made subject to the terms of this Agreement immediately upon the issue thereof in a manner satisfactory to the Security Trustee); and

(c) no appointment of any further director or officer of any of the Borrowers without the prior written consent of the Security Trustee.

13.4 Obligations in respect of Shares

The Guarantor shall remain liable to perform all its respective obligations assumed by it in relation to the Shares and the Security Trustee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Guarantor to perform its obligations in respect thereof.

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13.5 No disposal of assets

The Guarantor shall not, and shall procure that no Borrower will, transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its trading operations for full market value.

14 JUDGMENTS AND CURRENCY INDEMNITY

14.1 Judgments relating to Loan Agreement

This Guarantee shall cover any amount payable by the Borrowers under or in connection with any judgment relating to the Loan Agreement.

14.2 Currency indemnity

In addition, clause 21.4 (currency indemnity) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this Guarantee.

15 SET-OFF

15.1 Application of credit balances

Each Creditor Party may without prior notice:

(a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Guarantor to that Creditor Party and any other liability of the Guarantor (whether actual or contingent) under any of the Finance Documents; and

(b) for that purpose:

(i) break, or alter the maturity of, all or any part of a deposit of the Guarantor;

(ii) convert or translate all or any part of a deposit or other credit balance into Dollars; and/or

(iii) enter into any other transaction, execute such document or make any entry in the name of the Guarantor and/or the Creditor Party with regard to the credit balance which the Creditor Party considers appropriate; and/or

(iv) to combine and/or consolidate and/or liquidate all or any accounts (whether current, deposit, loan or of any other nature whatsoever, whether subject to notice or not and in whatever currency) of the Guarantor with any office or branch of the Creditor Party.

15.2 Existing rights unaffected

No Creditor Party shall be obliged to exercise any of its rights under Clause 15.1 (Application of credit balances); and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document) including, without

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limitation, any rights of netting and set-off conferred on the Swap Bank under the Master Agreement.

15.3 Sums deemed due to a Lender

For the purposes of this Clause 15 (Set-Off), a sum payable by the Guarantor to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to that Lender.

16 SUPPLEMENTAL

16.1 Continuing guarantee

Subject to Clause 12.4(b), this Guarantee shall remain in force as a continuing security at all times during the Security Period.

16.2 Rights cumulative, non-exclusive

The Security Trustee's rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

16.3 No impairment of rights under Guarantee

If the Security Trustee omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Security Trustee under this Guarantee.

16.4 Severability of provisions

If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

16.5 Guarantee not affected by other security

This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set-off or netting or to combine accounts which the Security Trustee or any other Creditor Party may now or later hold in connection with the Loan Agreement or any other Finance Document.

16.6 Guarantor bound by Loan Agreement and any other Finance Document

The Guarantor agrees with the Security Trustee to be bound by all provisions of the Loan Agreement and any other Finance Document which are applicable to the Security Parties in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee.

16.7 Applicability of provisions of Guarantee to other Security Interests

Any Security Interest which the Guarantor creates (whether at the time at which it signs this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal

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and independent security, and Clauses 3 and 19 shall, with any necessary modifications, apply to it, notwithstanding that the document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 and 19.

16.8 Applicability of provisions of Guarantee to other rights

Clauses 3 and 19 shall also apply to any right of set-off or netting or to combine accounts which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 19), being an agreement referring to this Guarantee.

16.9 Third party rights

A person (other than a Creditor Party) who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 ("Third Parties Act") to enforce or to enjoy the benefit of any term of this Guarantee.

16.10 Guarantor's approval of Loan Agreement and the other Finance Documents

The Guarantor has read the Loan Agreement, the Master Agreement and the other Finance Documents and understands and approves all the terms and conditions of the Loan Agreement, the Master Agreement and the other Finance Documents.

16.11 Disclosure

(a) The Guarantor authorises the Security Trustee, the Agent and each Lender to disclose all information related or connected to:

(i) the Ships or any other vessel owned or operated by a Security Party;

(ii) the negotiation, drafting and content of the Loan Agreement and the other Finance Documents;

(iii) the Loan; or

(iv) any Security Party,

to any service provider (included but not limited to professional advisers, auditors, lawyers, accountants, surveyors, valuers, insurers, insurance advisers and brokers) or to any other party (including, but not limited to, any Affiliate of the Creditor Parties) in Switzerland or abroad which that Lender may in its discretion deem necessary or desirable in any connection with the Loan Agreement or any other Finance Document for the purpose of the protection or enforcement of the Lenders' rights under the Loan Agreement or any other Finance Document or to any person whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes Provided that the Agent shall procure that any recipient of information who is not subject to any applicable laws of confidentiality and/or duty of confidentiality pursuant to its professional code of conduct enters into a confidentiality agreement in respect of any information which is clearly confidential unless an Event of Default has occurred.

(b) The Guarantor hereby release the Creditor Parties and each of their Affiliates and each of their officers, directors, employees, head office, professional advisers, auditors and representatives (together, the "Disclosing Party") from any confidentiality obligations or confidentiality

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restrictions arising from Swiss law or other applicable banking secrecy and data protection legislation which would prevent a Disclosing Party from disclosing any confidential information in accordance with this Clause 16.llError! Reference source not found. or clause 26.13 (disclosure of information) of the Loan Agreement.

17 ASSIGNMENT

17.1 Assignment by Security Trustee

The Security Trustee may assign its rights under and in connection with this Guarantee to the same extent as it may assign its rights under the Loan Agreement.

18 NOTICES

18.1 Notices to Guarantor

Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or fax at:

c/o TMS Tankers Ltd.Athens Licensed Shipmanagement OfficeOmega Building

80 Kifissias AvenueAmarousion 15125

Greece

Tel No.: +30 210 8090 400

Fax No: +30 210 8090 405

or to such other address which the Guarantor may notify to the Security Trustee.

18.2 Application of certain provisions of Loan Agreement

Clauses 28.3, 28.4, 28.5, 28.7 and 28.8 of the Loan Agreement apply to any notice or demand under or in connection with this Guarantee.

18.3 Validity of demands

A demand under this Guarantee shall be valid notwithstanding that it is served:

(a) on the date on which the amount to which it relates is payable by the Borrowers (or any of them) under the Loan Agreement or any of the other Finance Documents; or

(b) at the same time as the service of a notice under clause 19.2 of the Loan Agreement;

and a demand under this Guarantee may refer to all amounts payable under or in connection with the Loan Agreement or any other Finance Document without specifying a particular sum or aggregate sum.

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18.4 Notices to Security Trustee

Any notice to the Security Trustee under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Security Trustee under the Loan Agreement.

19 INVALIDITY OF LOAN AGREEMENT

19.1 Invalidity of Loan Agreement

In the event of:

(a) the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b) without limiting the scope of paragraph (a), a bankruptcy of the Borrowers (or any of them), the introduction of any law or any other matter resulting in the Borrowers (or any of them) being discharged from liability under the Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue),

this Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan Agreement had been and remained entirely valid, legal and enforceable, or the Borrowers had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Borrowers had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Borrowers under or in connection with the Loan Agreement shall include references to any amount which would have so been or become payable as aforesaid.

19.2 Invalidity of Finance Documents

Clause 19.1 also applies to each of the other Finance Documents to which the Borrowers (or any of them) are a party.

20 GOVERNING LAW AND JURISDICTION

20.1 English law

This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

20.2 Exclusive English jurisdiction

Subject to Clause 20.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

20.3 Choice of forum for the exclusive benefit of the Security Trustee

Clause 20.2 is for the exclusive benefit of the Security Trustee, which reserves the rights:

(a) to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

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(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Guarantor shall not commence any proceedings in any country other than England in relation to a Dispute.

20.4 Process agent

The Guarantor irrevocably appoints Ince Process Agents Ltd its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London El 8QW, England to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

20.5 Creditor Parties' rights unaffected

Nothing in this Clause 20 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

20.6 Meaning of "proceedings"

In this Clause 20, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee) or any non-contractual obligation arising out of or in connection with this Guarantee.

This Guarantee has been entered into on the date stated at the beginning of this Guarantee.

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EXECUTION PAGE

GUARANTOR
Signed by Savvas Tournis	)	/s/Savvas Tournis
for and on behalf of	)
OIL TANKERS INVESTMENTS INC.	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

SECURITY TRUSTEE
Signed by Dimitris Karamacheras	)	/s/Dimitris Karamacheras
for and on behalf of	)
CRESDIT SUISSE AG	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

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EX-4.108

Exhibit 4.108

Date 8 March 2018

DRYSHIPS INC.as Guarantor

- and -

ABN AMRO BANK N.V.

as Security Trustee

GUARANTEE

relating to a Loan Agreementdated 8 March2018

	INDEX
Clause		Page
1	INTERPRETATION	1
2	GUARANTEE	4
3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR	5
4	EXPENSES	5
5	ADJUSTMENT OF TRANSACTIONS	5
6	PAYMENTS	6
7	INTEREST	6
8	SUBORDINATION	6
9	ENFORCEMENT	7
10	REPRESENTATIONS AND WARRANTIES	7
11	UNDERTAKINGS	10
12	CORPORATE UNDERTAKINGS	14
13	JUDGMENTS AND CURRENCY INDEMNITY	15
14	SET-OFF	15
15	SUPPLEMENTAL	16
16	ASSIGNMENT	17
17	NOTICES	17
18	INVALIDITY OF LOAN AGREEMENT	18
19	GOVERNING LAW AND JURISDICTION	18
EXECUTION PAGE		20
SCHEDULE 1 FORM OF COMPLIANCE CERTIFICATE		21

THIS GUARANTEE is made on 8 March 2018

BETWEEN

(1) DRYSHIPS INC.,a corporation incorporated in the Republic of the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands (the "Guarantor");and

(2) ABN AMRO BANK N.V.,a bank organised and existing under the laws of The Netherlands acting through its office at 93 Coolsingel, 3012 AE, Rotterdam, The Netherlands (the "Security Trustee",which expression includes its successors and assigns).

BACKGROUND

(A) By a loan agreement dated 8 March 2018 and made between (i) Amathus Owning Company Limited ("Amathus")and Noufaro Owners Inc. ("Noufaro")as joint and several borrowers (together, the "Borrowers"),(ii) each of the banks listed in Schedule 1 thereto as lenders (together, the "Lenders"),(iii) each of the banks listed in Schedule 2 thereto as swap banks (together, the "Swap Banks"),(iv) the Arranger, (v) the Agent and (vi) the Security Trustee, it was agreed that the Lenders would make available to the Borrowers a facility of up to Thirty Million Dollars (US$30,000,000) for the purposes and upon the terms and conditions set out therein.

(B) By a master agreement (on the 2002 ISDA) and the Schedule thereto each dated 8 March2018 (together, the "Master Agreement")made between (i) the Borrowers and (ii) ABN AMRO Bank N.V. of Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands (in this capacity, the "Swap Bank"),the Swap Bank may enter into Designated Transactions with the Borrowers from time to time to hedge the Borrowers' exposure under the Loan Agreement to interest rate fluctuations.

(C) By the Agency and Trust Deed dated 8 March 2018 and entered into pursuant to the Loan Agreement, it was agreed that the Security Trustee would hold the Trust Property on trust for the Lenders and the Swap Banks.

(D) The execution and delivery to the Security Trustee of this Guarantee is one of the conditions precedent to the availability of the facility under the said Loan Agreement and the Swap Bank entering into Designated Transactions pursuant to the terms of the Master Agreement.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 Defined expressions.Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2 Construction of certain terms.In this Guarantee:

"Accounting Information"means the annual audited financial statements and the quarterly unaudited financial statements for the Group to be provided to the Agent in accordance with Clause 11.6 (a) and (b) of the Loan Agreement and Clause 11.5 (a) and (b) of this Guarantee (as the context may require);

"bankruptcy"includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country;

"Cash and Cash Equivalents"means, at any relevant time, the aggregate of:

(a) cash in hand or on deposit with any bank; and

(b) any other marketable instrument, security or investment approved by the Majority Lenders,

which are free from any Security Interest and/or restnct1ons and to which a Group Member is beneficially entitled at that time and which are readily available to the Group Members of the Guarantor and capable of being applied against Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to a Security Interest if the sole purpose of such deposit and/or restriction and/or Security Interest is the maintenance of a minimum liquidity covenant under borrowing arrangements of any Group Member, as demonstrated by the then most recent financial statements in respect of the Guarantor;

"Compliance Certificate"means a certificate referring to a Compliance Date in the form set out in Schedule 1 (or in any other form which the Agent approves), to be provided together with the financial statements provided in accordance with Clauses 11.5 and 12.4;

"Compliance Date"means 31 March, 30 June, 30 September and 31 December of each calendar year (or such other dates as the Agent may agree pursuant to Clause 12.4);

"Fair Market Value"means:

(a) in relation to a Ship, the market value of that Ship determined from time to time in accordance with the provisions of Clause 15.3 of the Loan Agreement; and

(b) in relation to the other Fleet Vessels, the market value of such other Fleet Vessels determined from time to time in accordance with the provisions of Clause 15.3 of the Loan Agreement;

"Financial Indebtedness"means, in relation to a person (the "debtor"),a liability of the debtor:

(a) for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b) under any loan stock, bond, note or other security issued by the debtor;

(c) under any acceptance credit, guarantee or letter of credit facility or dematerialised equivalent made available to the debtor;

(d) under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e) under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

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(f) under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person;

"Fleet Market Value"means, as of the date of calculation, the aggregate of:

(a) the Fair Market Value of each of the Ships; and

(b) the aggregate Fair Market Value of all other Fleet Vessels (other than the Ships), as most recently determined pursuant to valuations of such vessels;

"Fleet Vessels"means each Ship and any other vessel owned by any Group Member (but excluding vessels under construction);

"Group"means the Guarantor and its Subsidiaries for the time being and, for the purposes of Clauses 11.5 and 11.21, any other entity required to be treated as a Subsidiary in the Guarantor's consolidated financial statements in accordance with GAAP and/or any applicable law;

"Group Member"means the Borrowers and any other entity which is part of the Group;

"JUDD"means m.v. "JUDD" being a 2015 built 205,000 dwt newcastlemax bulk carrier registered in the ownership of Noufaro under the Malta flag with Official Number/IMO Number 9639476;

"Loan Agreement"means the loan agreement dated 8 March 2018 referred to in Recital (A) and includes any existing or future amendments or supplements, whether made with the Guarantor's consent or otherwise;

"Master Agreement"means the master agreement and schedule thereto each dated 8 March 2018 referred to in Recital (B), including all Designated Transactions from time to time entered into and Confirmations from time to time exchanged thereunder, as the same may be amended, supplemented, novated or varied from time to time;

"Measurement Period"means each Financial Year of each of the Guarantor and the Borrowers and each financial quarter of each Financial Year of each of the Guarantor and the Borrowers for which financial statements are to be delivered to the Agent under Clause 11.5;

"Obligors" " means the parties to the Finance Documents (other than the Creditor Parties and any Time Charterer);

"Permitted Holders"means collectively:

(a) the individual disclosed in writing by the Obligors to the Arranger and the Lenders on or before the date of the Loan Agreement as being the ultimate beneficial owner of (i) no less than 50% of the issued and outstanding voting share capital of the Guarantor and (ii) 100% of the issued and outstanding share capital and voting share capital of the Approved Manager;

(b) his direct lineal descendants;

(c) the personal estate of any of the above persons;

(d) any trust, foundation or other similar entity created for the benefit of one or more of the above persons and their respective estates; and

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(e) any corporation or other legal entity beneficially owned (at least as to 100% of (i) its issued and outstanding share capital or (ii) its issued and outstanding voting share capital) and controlled by any of the above persons;

"RARAKA"means m.v. "RARAKA" being a 2012 built 76,100 dwt panamax bulk carrier registered in the ownership of Amathus under Malta flag with Official Number/IMO Number 9584504;

"Shareholder"means Drybulk Investments Inc., a corporation incorporated in the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands and which holds all shares in each of the Borrowers;

"Ships"means each of "JUDD" and "RARAKA";

"Total Liabilities"means, at any time, the book value of the "Total Liabilities" of the Group as demonstrated by the then most recent financial statements in respect of the Group;

"Total Market Value Adjusted Assets"means, at any time and in relation to any Measurement Period, the aggregate of (a) the book value of the "Total Assets" of the Group (excluding Fleet Vessels) as demonstrated by the then most recent financial statements in respect of the Group and (b) the Fleet Market Value;

"Total Net Liabilities"means, at any time and in relation to any Measurement Period, Total Liabilities minus Cash and Cash Equivalents, each as demonstrated by the then most recent financial statements in respect of the Group; and

"Working Capital"means, at any time, the current assets less the current liabilities of the Group (each as shown in, and calculated in accordance with, the then most recent financial statements in respect of the Group, but not including the current portion of any long term debt, namely any liabilities which are payable more than six (6) months after the relevant date).

1.3 Application of construction and interpretation provisions of Loan Agreement.Clauses 1.2 to 1.5 of the Loan Agreement apply, with any necessary modifications, to this Guarantee.

1.4 Inconsistency between Loan Agreement provisions and this Guarantee.This Guarantee shall be read together with the Loan Agreement, but in case of any conflict between the Loan Agreement and this Guarantee, the provisions of the Loan Agreement shall prevail.

2 GUARANTEE

2.1 Guarantee and indemnity.The Guarantor unconditionally and irrevocably:

(a) guarantees the due payment of all amounts payable by the Borrowers under or m connection with the Loan Agreement and every other Finance Document;

(b) undertakes to pay to the Security Trustee, on the Security Trustee's first demand, any such amount which is not paid by the Borrowers when payable; and

(c) fully indemnifies the Security Trustee and each other Creditor Party on the Security Trustee's first demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or any other Creditor Party as

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a result of or in connection with any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party concerned would otherwise have been entitled to recover.

2.2 No limit on number of demands.The Security Trustee may serve more than one demand under Clause 2.1.

2.3 Release.The Security Trustee agrees that it shall release the Guarantor from its obligations under the Guarantee at the end of the Security Period or upon payment by the Borrowers of all moneys due under the Loan Agreement and the Finance Documents.

3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1 Principal and independent debtor.The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2 Waiver of rights and defences.Without limiting the generality of Clause 3.1, the Guarantor shall neither be discharged by, nor have any claim against any Creditor Party in respect of:

(a) any amendment or supplement being made to the Finance Documents (or any of them);

(b) any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents (or any of them);

(c) any release or loss (even though negligent) of any right or Security Interest created by the Finance Documents (or any of them);

(d) any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or

(e) any other Finance Document or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.

4 EXPENSES

4.1 Costs of preservation of rights, enforcement etc.The Guarantor shall pay to the Security Trustee on its first demand the amount of all expenses incurred by the Security Trustee and any other Creditor Party in connection with any matter arising out of this Guarantee or any Security Interest connected with it, including any advice, claim or proceedings relating to this Guarantee or such Security Interest.

4.2 Fees and expenses payable under Loan Agreement.Clause 4.1 is without prejudice to the Guarantor's liabilities in respect of the Borrowers' obligations under clause 20 of the Loan Agreement (fees and expenses) and under similar provisions of other Finance Documents.

5 ADJUSTMENT OF TRANSACTIONS

5.1 Reinstatement of obligation to pay.The Guarantor shall pay to the Security Trustee on its first demand any amount which any Creditor Party is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in bankruptcy of any of the

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Borrowers or of another Security Party (or similar person) on the ground that the Loan Agreement, or any other Finance Document, or a payment by any of the Borrowers or of another Security Party, was invalid or on any similar ground.

6 PAYMENTS

6.1 Method of payments. Any amount due under this Guarantee shall be paid:

(a) in immediately available funds;

(b) to such account as the Security Trustee may from time to time notify to the Guarantor;

(c) without any form of set-off, cross-claim or condition; and

(d) free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make (including, but not limited to, a FATCA Deduction).

6.2 Grossing-up for taxes. If the Guarantor is required by law to make a tax deduction, the amount due to the Security Trustee shall be increased by the amount necessary to ensure that the Security Trustee and (if the payment is not due to the Security Trustee for its own account) the Creditor Party beneficially interested in the payment receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.

6.3 FATCA Withholding.

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrowers, the Agent and the other Creditor Parties.

7 INTEREST

7.1 Accrual of interest. Any amount due under this Guarantee shall carry interest after the date on which the Security Trustee demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Loan Agreement.

7.2 Calculation of interest. Interest under this Guarantee shall be calculated and accrue in the same way as interest under clauses 5 and 7 of the Loan Agreement.

7.3 Guarantee extends to interest payable under Loan Agreement and Master Agreement. For the avoidance of doubt, it is confirmed that this Guarantee covers all interest payable under the Loan Agreement (including that payable under clause 7 of the Loan Agreement) and under the Master Agreement.

8 SUBORDINATION

8.1 Subordination of rights of Guarantor. All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against any of the Borrowers, any Security Party or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents; and in particular, the

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Guarantor shall not until this Guarantee has been released in accordance with Clause 2.3 hereof:

(a) claim, or in a bankruptcy of any of the Borrowers or any other Security Party prove for, any amount payable to the Guarantor by any of the Borrowers or any other Security Party, whether in respect of this Guarantee or any other transaction;

(b) take or enforce any Security Interest for any such amount;

(c) claim to set-off any such amount against any amount payable by the Guarantor to any of the Borrowers or any other Security Party; or

(d) claim any subrogation or other right in respect of any Finance Document or any sum received or recovered by any Creditor Party under a Finance Document.

9 ENFORCEMENT

9.1 No requirement to commence proceedings against Borrowers.Neither the Security Trustee nor any other Creditor Party will need to commence any proceedings under, or enforce any Security Interest created by, the Loan Agreement or any other Finance Document before claiming or commencing proceedings under this Guarantee, provided that before claiming or commencing proceedings under this Guarantee an Event of Default shall have occurred.

9.2 Conclusive evidence of certain matters.However, as against the Guarantor:

(a) any judgment or order of a court in England, the Marshall Islands or any other Pertinent Jurisdiction in connection with the Loan Agreement or any of the other Finance Documents; and

(b) any statement or admission of any of the Borrowers in connection with the Loan Agreement or any of the Finance Documents to which any of the Borrowers is a party,

shall be binding and conclusive as to all matters of fact and law to which it relates.

9.3 Suspense account.The Security Trustee and any Creditor Party may, for the purpose of claiming or proving in a bankruptcy of any of the Borrowers or any other Security Party, place any sum received or recovered under or by virtue of this Guarantee or any Security Interest connected with it on a separate suspense or other nominal account without applying it in satisfaction of the Borrowers' obligations under the Loan Agreement.

10 REPRESENTATIONS AND WARRANTIES

10.1 General.The Guarantor represents and warrants to the Security Trustee as follows.

10.2 Status.The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands with registration number 11911; neither the Guarantor nor any of the Borrowers nor any other Security Party is a FATCA FFI or a US Tax Obligor.

10.3 Share capital and ownership.The Guarantor has an authorised share capital of one billion (1,000,000,000) registered shares with a par value of one cent each ($0.01) and five hundred million (500,000,000) registered preferred shares with a par value of one cent ($0.01) each.

10.4 Corporate power.The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

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(a) to execute this Guarantee and the other Finance Documents to which it is a party; and

(b) to make all the payments contemplated by, and to comply with, this Guarantee and the other Finance Documents to which it is a party.

10.5 Consents in force.All the consents referred to in Clause 10.4 remain in force and nothing has occurred which makes any of them liable to revocation.

10.6 Legal validity; effective Security Interests.The Finance Documents to which the Guarantor is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration):

(a) constitute the Guarantor's legal, valid and binding obligations enforceable against the Guarantor in accordance with their respective terms; and

(b) create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate,

subject to any relevant insolvency or bankruptcy or similar laws affecting creditors' rights generally.

10.7 No third party Security Interests.Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document to which the Guarantor is a party:

(a) the Guarantor will have the right to create all the Security Interests which that Finance Document purports to create; and

(b) no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8 No conflicts.The execution by the Guarantor of the Finance Documents to which it is a party and its compliance with the Finance Documents to which it is a party will not involve or lead to a contravention of:

(a) any law or regulation; or

(b) the constitutional documents of the Guarantor; or

(c) any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.

10.9 No withholding taxes.All payments which the Guarantor is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

10.10 No default.To the knowledge of the Guarantor, no Event of Default or Potential Event of Default has occurred and is continuing.

10.11 Information.All information which has been provided in writing by or on behalf of the Guarantor to the Security Trustee or any other Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.2; all audited and unaudited financial statements which have been so provided satisfied the requirements of Clause 11.5; and there has been no Material Adverse Change in the financial position or state of affairs of the Guarantor or any of the Borrowers from that disclosed in the latest of those financial statements which constitutes a Material Adverse Effect.

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10.12 No litigation.Other than as disclosed to the Security Trustee prior to the date of this Guarantee, no legal or arbitral or administrative action involving the Guarantor or any Obligor (other than the Approved Manager) (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or (to the Guarantor's knowledge) is likely to be commenced or taken which, in either case and if determined adversely, would be likely to have a Material Adverse Effect.

10.13 Compliance with certain undertakings.At the date of this Guarantee, the Guarantor is in compliance with Clauses 11.2, 11.4, 11.8, 11.13 and 11.17.

10.14 Taxes paid.The Guarantor has paid all taxes applicable to, or imposed on or in relation to it and its business.

10.15 ISM Code and ISPS Code compliance.All requirements of the ISM Code and the ISPS Code as they relate to the Borrowers, the Guarantor and the Ships have been complied with.

10.16 No Immunity.Neither the Guarantor nor any of its assets is entitled to immunity on grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, suit, attachment prior to judgement, execution or other enforcement).

10.17 Choice of law.The choice of the laws of England to govern the Finance Documents to which the Guarantor is a party constitutes a valid choice of law and does not contravene the laws of the Republic of the Marshall Islands and the laws of England will be applied by the Courts of the Republic of the Marshall Islands if the said Finance Documents or any claim thereunder comes under their jurisdiction upon proof of the relevant provisions of the laws of England.

10.18 No Money Laundering.In relation to the borrowing by the Borrowers of the Loan, the performance and discharge of their respective obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which the Guarantor is a party, the Guarantor confirms that the foregoing will not involve or lead to contravention of any law, official requirements or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

10.19 PATRIOT Act.To the extent applicable, the Guarantor is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

10.20 Restricted Party.Neither the Guarantor nor any of its directors, officers, agents, employees or any person acting on its behalf, is a Restricted Party nor acts directly or indirectly on behalf of a Restricted Party.

10.21 Repetition of representations and warranties.The representations and warranties set out in this Clause 10 shall be repeated on the date of the Drawdown Notice, at the Drawdown Date, on the first day of each Interest Period and on the date of each Compliance Certificate.

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10.22 Legal opinions.The representations made or to be made by the Guarantor under or pursuant to this Clause IO are and shall be construed as being made subject to the reservations or qualifications as to matters of law set forth in the legal opinions to be delivered to the Agent pursuant to Clause 9 of the Loan Agreement.

11 UNDERTAKINGS

11.1 General.The Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 11 at all times during the Security Period, except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

11.2 Information provided to be accurate.All financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection with this Guarantee will be true and not misleading and will not omit any material fact or consideration.

11.3 Title; negative pledge and pari passu ranking.The Guarantor shall:

(a) not, and shall procure that none of the Borrowers will, create or permit to arise any Security Interest over any asset present or future (except for Permitted Security Interests); and

(b) procure that its liabilities under this Guarantee do and will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.

11.4 No other liabilities or obligations to be incurred.The Guarantor will not incur any liability or obligation except (i) liabilities and obligations under the Finance Documents to which it is a party; (ii) liabilities or obligations reasonably incurred in the ordinary course of its business, including incurring Financial Indebtedness and providing guarantees of the obligations of other vessel owning Group Members; and (iii) unsecured inter-group loans from the Shareholder or other Group Members, subject to the Shareholder or those other Group Members expressly and fully subordinating and assigning their rights to those of the Creditor Parties under the Finance Documents and executing such documents as may be required by the Agent to evidence such subordination and assignment.

11.5 Provision of financial statements.The Guarantor will send to the Lender:

(a) as soon as possible, but in no event later than 180 days after the end of each Financial Year (commencing with the Financial Year ended 31 December 2017), the annual audited consolidated financial statements of the Group for that Financial Year;

(b) as soon as possible, but in no event later than 90 days after the end of each three month period ending on 31 March, 30 June, 30 September and 31 December in each Financial Year (commencing with the three month period ending on 31 March 2018), the unaudited consolidated quarterly management prepared financial statements of the Group for that three month period, and certified as to their correctness by a director or officer of the Guarantor or by any other persons agreed in writing from time to time between the Guarantor and the Lender;

(c) together with the Accounting Information referred to in paragraphs (a) and (b) above, a Compliance Certificate;

(d) together with each set of annual financial statements and quarterly financial statements for the second quarter of each Financial Year, valuations of each Ship and each other Fleet Vessel, each determined and obtained in accordance with the provisions of Clause

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15 of the Loan Agreement, to be delivered together with each Compliance Certificate; and

(e) upon the Agent's demand, such further information about the financial condition, assets and operations of the Group and/or any Group Member as any Creditor Party may reasonably request.

11.6 Form of financial statements.All financial statements (audited and unaudited) delivered under Clause 11.5 will:

(a) be prepared in accordance with all applicable laws and GAAP consistently applied;

(b) include a profit and loss account, a balance sheet and a cash flow statement and shall (in the case of annual financial statements) be audited by the Auditors and without being subject to any qualification in such Auditor's opinion;

(c) give a true and fair view of (in the case of annual financial statements) or fairly represent (in other cases) the financial condition (consolidated where applicable) and operations of the Group as at the date at which those financial statements were drawn up; and

(d) fully disclose or provide for all significant liabilities of the Group.

11.7 Consents.The Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:

(a) for the Guarantor to perform its obligations under this Guarantee and the other Finance Documents to which it is a party;

(b) for the validity or enforceability of this Guarantee and the other Finance Documents to which it is a party;

and the Guarantor will comply (or procure compliance, as the case may be) with the terms of all such consents.

11.8 Maintenance of Security Interests.The Guarantor will:

(a) at its own cost, do all that is necessary to ensure that each Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and

(b) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol each Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of each Finance Document to which it is a party, give any notice or take any other step which may be or become necessary or desirable for each Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.9 Notification of litigation.The Guarantor will provide the Security Trustee with details of any legal, arbitral or administrative proceedings involving the Guarantor or any other Obligor (other than the Approved Manager) or Group Member as soon as such action is instituted or it becomes apparent to the Guarantor that it is likely to be instituted, provided that such proceedings (if adversely determined) might have a Material Adverse Effect or which would involve a liability (or a potential or alleged liability) exceeding $7,000,000 (or its equivalent in other currencies).

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11.10 Confirmation of no default.The Guarantor will, within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by a director or officer of the Guarantor and which:

(a) states that no Event of Default or Potential Event of Default has occurred; or

(b) states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.

11.11 Notification of default.The Guarantor will notify the Agent as soon as the Guarantor becomes aware of:

(a) the occurrence of an Event of Default or a Potential Event of Default; or

(b) any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

and will thereafter keep the Agent fully up-to-date with all developments.

11.12 Maintenance of status; principal place of business.The Guarantor will maintain its separate corporate existence and remain in good standing under the laws of the Republic of the Marshall Islands; the Guarantor will not establish, or do anything as a result of which it would be deemed to have, a place of business in any other country.

11.13 Provision of further information.The Guarantor will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information relating to:

(a) any of the Borrowers, the Ships, the Insurances or the Earnings; or

(b) any other matter relevant to, or to any provision of, a Finance Document (including, but not limited to, details of any claim, action, suit, proceeding or investigation with respect to Sanctions),

which may be requested by the Agent, the Security Trustee, any Lender or any Swap Bank at any time.

11.14 Change of Control.The Guarantor shall ensure that, without the prior written consent of the Lenders, there is no Change of Control in any of the Borrowers or the Guarantor or the Shareholder (other than as may be permitted pursuant to the terms of the Loan Agreement).

11.15 No change of business.The Guarantor will not, and shall procure that none of its Subsidiaries will, make any substantial change to the nature of its business from that existing at the date of this Guarantee.

11.16 Sanctions.

(a) Each Obligor shall (and the Guarantor shall procure that each member of the Group will) comply with all Sanctions.

(b) No Obligor shall (and the Guarantor shall procure that no member of the Group will) become a Restricted Party or act on behalf of, or as an agent of, a Restricted Party, to the extent this would lead to non-compliance by it or any other Party with any applicable Sanctions.

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(c) No Obligor shall (and the Guarantor shall procure that no member of the Group will) use, lend, contribute or otherwise make available the proceeds of the Loan or other transaction contemplated by this Agreement directly or indirectly for the purpose of financing any trade, business or other activities with any Restricted Party, to the extent, in each case, such use, lending, contributing or otherwise making available the proceeds would lead to non-compliance by it or any other Party with any applicable Sanctions.

(d) No Obligor shall (and the Guarantor shall procure that no member of the Group will) use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Creditor Parties to the extent such use would lead to non-compliance by it or any other Party with any applicable Sanctions.

(e) Each Obligor shall (and the Guarantor shall procure that each member of the Group will) procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Creditor Party or any Affiliate of a Creditor Party, to the extent crediting such bank account would lead to non-compliance by it, any Creditor Party or any Affiliate of a Creditor Party with any applicable Sanctions.

(f) Each Obligor shall (and the Guarantor shall procure that each member of the Group will) to the extent permitted by law and promptly upon becoming aware of them, supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

11.17 Material Adverse Change.The Guarantor undertakes to ensure, or procure, that there shall be no Material Adverse Change in its financial position, state of affairs or prospects in the light of which the Agent reasonably considers that there is a significant risk that the Guarantor is, or will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due.

11.18 Compliance with laws.The Guarantor shall (and shall procure that each Obligor and each member of the Group will) comply in all respects with all laws and regulations to which it may be subject including without limitation (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order thereto) and (ii)the PATRIOT Act.

11.19 Provision of customer information.The Guarantor will produce such documents and evidence as the Lenders shall from time to time require, based on applicable laws and regulations from time to time and the Lenders' own internal guidelines from time to time, relating to the Lenders' knowledge of its customers ("KYC") including (without limitation) obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify the Guarantor and each other Obligor in accordance with the requirements of the PATRIOT Act.

11.21 Financial covenants.The Guarantor shall ensure that on each date for the provision of financial statements under Clauses 11.S(a) and (b):

(a) Consolidated leverage ratio: the ratio of (i) Total Net Liabilities to (ii) Total Market Value Adjusted Assets minus Cash and Cash Equivalents shall, at all times during and in respect of each Measurement Period, be lower than 0.50:1.00;

(b) Minimum liquidity: at all times the Cash and Cash Equivalents of the Guarantor (on a consolidated basis) shall be not less than $15,000,000;

(c) Working Capital: at all times during and in respect of each Measurement Period, the Working Capital shall be higher than zero (O); and

13

(d) Market Adjusted Net Worth: Total Market Value Adjusted Assets minus Total Liabilities to be equal or more than $150,000,000 at all times.

11.22 Most favoured nation.In the event that and each time that the Guarantor agrees to, or grants, or agrees to grant, any financial covenants to, for the benefit of, or in favour of, any lender or creditor of any indebtedness of the Guarantor (the "more favourable rights"),which are in any respect more favourable to such lender or creditor than the provisions of Clause 11.21 relating to the financial condition of the Guarantor (the "Financial Condition Provisions")are for the Creditor Parties, the Guarantor undertakes and agrees with the Creditor Parties:

(a) to notify the Agent within five days after the granting of or any agreement to grant (as the case may be) such more favourable rights;

(b) without prejudice to paragraph (c) below, within thirty (30) days after the date when such more favourable rights have been agreed or granted, to agree to, provide and grant, such more favourable rights also in favour of the Agent under or in connection with this Agreement, by entering into such documentation as the Agent shall reasonably require, immediately after the Creditor Parties' request to the Guarantor; and

(c) notwithstanding paragraph (b) above, that any such more favourable rights shall in any event apply to this Agreement automatically from the time they are granted to the other lenders or creditors, and irrespective of whether the Guarantor has complied with its obligations under the Financial Condition Provisions, except if the Agent at any time advises the Guarantor that such or certain of such more favourable rights will not so apply and always without prejudice to the terms and conditions of this Agreement and the other Finance Documents.

11.23 Financial presentations.If required by the Agent, once in every Financial Year (or more frequently if requested to do so by the Agent, if the Agent reasonably suspects an Event of Default is continuing or may have occurred or may occur), the Guarantor shall procure that a representative of the Guarantor gives a presentation to the Creditor Parties about the on-going business and financial performance of the Group and any other matter which a Creditor Party may reasonably request.

11.24 Provision of copies and translation of documents.The Guarantor will supply the Agent with a sufficient number of copies of the documents referred to above to provide one (1) copy for each Creditor Party; and if the Agent, so requires in respect of any of those documents, the Guarantor will provide a certified English translation prepared by a translator approved by the Agent.

12 CORPORATE UNDERTAKINGS

12.1 General.The Guarantor also undertakes with the Security Trustee to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

12.2 Negative undertakings.The Guarantor will not, without the prior written consent of the Lenders such consent not to be unreasonably withheld:

(a) provide any form of credit or financial assistance to:

(i) a person who is directly or indirectly interested in the Guarantor's share or loan capital; or

(ii) any company in or with which such a person is directly interested or connected, or enter into any transaction with or involving such a person or company on terms

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which are, in any respect, less favourable to the Guarantor than those which it could obtain in a bargain made at arms' length; or

(b) enter into any form of amalgamation, merger or de-merger or any form or reconstruction or reorganisation, or change its name.

12.3 Dividend payment.The Guarantor may, so long as no Event of Default or Potential Event of Default has occurred or would result therefrom, pay dividends or make any other form of distribution.

12.4 Compliance Check.On each Compliance Date, compliance with the undertakings contained in Clause 11.21 of this Guarantee and in clauses 11.6, 12.5 and 15.1 of the Loan Agreement shall be determined by reference to the Accounting Information for the first three quarterly periods in each Financial Year of the Guarantor and the Borrowers (commencing with the three month period ending on 31 March 2018) and for the twelve month period in each Financial Year of the Guarantor and the Borrowers (commencing with the twelve month period ending on 31 December 2017) delivered to the Agent pursuant to this Guarantee and the Loan Agreement. At the same time as it delivers that Accounting Information, the Guarantor and each Borrower shall deliver to the Agent a Compliance Certificate signed by the chief financial officer of the Guarantor and by a director of each Borrower or by any other persons agreed in writing from time to time between the Guarantor and the Agent, together with (i) the relevant valuation certificates for the Ships (prepared in accordance with clause 15.3 of the Loan Agreement) and (ii) the relevant valuation certificates for the other Fleet Vessels (prepared in accordance with Clause 15.3 of the Loan Agreement), setting out (in reasonable detail) computations as to compliance with Clause 11.21 of this Guarantee and clauses 11.6, 12.5 and 15.1 of the Loan Agreement and including any supporting schedules or other information and evidence as the Agent may require. If, prior to the delivery of a Compliance Certificate, the Guarantor becomes aware that such undertakings will not be complied with, the Guarantor shall immediately notify the Agent thereof.

12.5 Application of FATCA

(a) The Guarantor shall not become (and shall procure that no Obligor shall become) a FATCA FFI or a US Tax Obligor, without the prior written consent of the Lenders.

(b) If so directed by the Agent (acting on the instructions of the Majority Lenders), the Guarantor shall procure that any Borrower or any other Obligor that does become a FATCA FFI or US Tax Obligor shall resign from its position as a Borrower or Obligor prior to the earliest FATCA Application Date relating to any payment by that Obligor (or any payment by the Agent which relates to a payment by that Borrower or that Obligor).

13 JUDGMENTS AND CURRENCY INDEMNITY

13.1 Judgments relating to Loan Agreement and Finance Documents.This Guarantee shall cover any amount payable by the Borrowers under or in connection with any judgment relating to the Loan Agreement and any other Finance Document.

13.2 Currency indemnity.In addition, Clause 21.4 (currency indemnity) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this Guarantee.

14 SET-OFF

14.1 Application of credit balances.Each Creditor Party may, following an Event of Default and without prior notice:

15

(a) apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Guarantor to that Creditor Party under any of the Finance Documents to which the Guarantor is a party; and

(b) for that purpose:

(i) break, or alter the maturity of, all or any part of a deposit of the Guarantor;

(ii) convert or translate all or any part of a deposit or other credit balance into Dollars;

(iii) enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.

14.2 Existing rights unaffected.No Creditor Party shall be obliged to exercise any of its rights under Clause 14.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).

14.3 Sums deemed due to a Lender.For the purposes of this Clause 14, a sum payable by the Guarantor to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to that Lender.

15 SUPPLEMENTAL

15.1 Continuing guarantee.This Guarantee shall remain in force as a continuing security at all times during the Security Period.

15.2 Rights cumulative, non-exclusive.The Security Trustee's rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

15.3 No impairment of rights under Guarantee.If the Security Trustee omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Security Trustee under this Guarantee.

15.4 Severability of provisions.If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

15.5 Guarantee not affected by other security.This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set-off or netting or to combine accounts which the Security Trustee or any other Creditor Party may now or later hold in connection with the Loan Agreement or any other Finance Document.

15.6 Guarantor bound by Finance Documents.The Guarantor agrees with the Security Trustee to be bound by all the provisions of each Finance Document which are applicable to the Security Parties in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee.

15.7 Applicability of provisions of Guarantee to other Security Interests.Any Security Interest which the Guarantor creates (whether at the time at which it signs this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal and independent security, and Clauses 3 and 18 shall, with any necessary modifications, apply

16

to it, notwithstanding that the document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 and 18.

15.8 Applicability of provisions of Guarantee to other rights.Clauses 3 and 18 shall also apply to any right of set-off or netting or to combine accounts which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 18), being an agreement referring to this Guarantee.

15.9 Authority of Security Trustee to sign Transfer Certificates.The Guarantor irrevocably authorises the Security Trustee to sign Transfer Certificates on its behalf.

15.10 Third party rights.A person who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Guarantee.

15.11 Guarantor's approval of Loan Agreement and Master Agreement.The Guarantor has read the Loan Agreement and the Master Agreement and understands and approves all the terms and conditions of the Loan Agreement and the Master Agreement.

16 ASSIGNMENT

16.1 Assignment by Security Trustee.The Security Trustee may assign its rights under and in connection with this Guarantee to the same extent as it may assign its rights under the Loan Agreement.

17 NOTICES

17.1 Notices to Guarantor.Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or fax at:

c/o TMS Bulkers Ltd.11 Fragkoklissias Street,151 24 MarousiGreece

Email: finance@tms-management.orgAttn: Mr. Dimitris Glynos

or to such other address which the Guarantor may notify to the Agent.

17.2 Application of certain provisions of Loan Agreement.Clauses 28.3, 28.4, 28.6, 28.7, 28.8, 28.9 and 28.10 of the Loan Agreement apply to any notice or demand under or in connection with this Guarantee.

17.3 Validity of demands.A demand under this Guarantee shall be valid notwithstanding that it is served:

(a) on the date on which the amount to which it relates is payable by the Borrowers under the Loan Agreement;

(b) at the same time as the service of a notice under clause 19.2 (events of default) of the Loan Agreement,

and a demand under this Guarantee may refer to all amounts payable under or in connection with the Loan Agreement without specifying a particular sum or aggregate sum.

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17.4 Notices to Security Trustee.Any notice to the Security Trustee under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Security Trustee under the Loan Agreement.

18 INVALIDITY OF LOAN AGREEMENT

18.1 Invalidity of Loan Agreement.In the event of:

(a) the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b) without limiting the scope of paragraph (a), a bankruptcy of any of the Borrowers, the introduction of any law or any other matter resulting in any of the Borrowers being discharged from liability under the Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue);

this Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan Agreement had been and remained entirely valid, legal and enforceable, or that Borrower had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and that Borrower had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Borrowers under or in connection with the Loan Agreement shall include references to any amount which would have so been or become payable as aforesaid.

18.2 Invalidity of Finance Documents.Clause 18.1 also applies to each of the other Finance Documents to which any of the Borrowers is a party.

19 GOVERNING LAW AND JURISDICTION

19.1 English law.This Guarantee, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law.

19.2 Exclusive English jurisdiction.Subject to Clause 19.3, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Guarantee.

19.3 Choice of forum for the exclusive benefit of the Security Trustee.Clause 19.2 is for the exclusive benefit of the Security Trustee, which reserves the rights:

(a) to commence proceedings in relation to any matter which arises out of or in connection with this Guarantee in the courts of any country other than England and which have or claim jurisdiction to that matter; and

(b) to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Guarantor shall not commence any proceedings in any country other than England in relation to a matter which arises out of or in connection with this Guarantee.

19.4 Process agent.The Guarantor irrevocably appoints Ince Process Agents Ltd. at its office for the time being, presently at Aldgate Tower, 2 Leman Street, London El 8QN,England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Guarantee.

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19.5 Creditor Parties' rights unaffected.Nothing in this Clause 19 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

19.6 Meaning of "proceedings".In this Clause 19, "proceedings"means proceedings of any kind, including an application for a provisional or protective measure.

THIS GUARANTEE has been entered into on the date stated at the beginning of this Guarantee.

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EXECUTION PAGE

GUARANTOR
EXECUTED AS A DEED	)
by DRYSHIPS INC.	)
acting by Savvas Tournis	)	/s/ Savvas Tournis
expressly authorised in accordance with	)
the laws of the Marshall Islands	)
by virtue of a power of attorney granted	)
by DRYSHIPS INC.	)
on 6 March 2018	)
such execution being witnessed by:	)
Anastasia G. Pavli		/s/ Anastasia G. Pavli
Attorney-at-Law 52 Ag. Konstantinou Street-151 24 Marousi Athens, Greece Tel.:  +30 210 6140580
Signature of witness

SECURITY TRUSTEE
EXECUTED AS A DEED	)
by ABN AMRO BANK N.V.	)
acting by Stelios Andreiotis	)	/s/ Stelios Andreiotis
expressly authorised in accordance with	)
the laws of The Netherlands	)
by virtue of a power of attorney granted	)
by ABN AMRO BANK N.V.	)
on 6 March 2018	)
such execution being witnessed by:	)
Anastasia G. Pavli		/s/ Anastasia G. Pavli
Attorney-at-Law 52 Ag. Konstantinou Street-151 24 Marousi Athens, Greece Tel.:  +30 210 6140580
Signature of witness

20

SCHEDULE 1

FORM OF COMPLIANCE CERTIFICATE

To:	ABN AMRO BANK N.V 93 Coolsingel 3012 AE, RotterdamThe Netherlands
Attn:	Global Transportation and Logistics

2018

Dear Sirs

Loan Agreement dated                                     2018 (the "Loan Agreement") made between(i) Amathus Owning Company Limited and Noufaro Owners Inc. as joint and several Borrowers,(ii) the Lenders and the Swap Banks referred to therein and (iii) ABN AMRO Bank N.V. as Arranger, Agent and Security Trustee in connection with a loan facility of up to $30,000,000.

Guarantee dated                                         2018 (the "Guarantee") made between DryShips Inc. as Guarantor and the Security Trustee.

Terms defined in the Loan Agreement and the Guarantee have their defined meanings when used in this Compliance Certificate.

We enclose with this certificate a copy of the [quarterly unaudited consolidated management prepared financial statements of the Group for the 3 month period ending on [  ]/[the annual audited consolidated financial statements of the Obligors for the financial year ending on [  ]]. The financial statements (i) have been prepared in accordance with all applicable laws and GAAP consistently applied, (ii) give a true and fair view of the state of affairs of the Obligors at the date of the financial statements and of their respective profit for the period to which the financial statements relate and (iii) fully disclose or provide for all significant liabilities of the Group.

We also enclose copies of (i) the relevant valuation certificates for the Ships (prepared in accordance with Clause 15.3 of the Loan Agreement) and (ii) the relevant valuation certificates for the other Fleet Vessels (prepared in accordance with Clause 15.3 of the Loan Agreement), which are used in calculating the Total Market Value Adjusted Assets of the Guarantor and the Fair Market Value of the Ships and the other Fleet Vessels as at [                   ].

Each of the Borrowers and the Guarantor represents that no Event of Default has occurred as at the date of this certificate [(except for the following matter or event [set out all material details of matter or event]).]

We now certify that, as at [                       ]:

(a) the asset cover ratio under Clause 15.1 of the Loan Agreement is [          ]%;

(b) a minimum daily cash balance of $500,000 was maintained on each Operating Account (free of any Security Interest other than the Accounts Pledges) throughout the [3] [12] months ending as at the date to which the enclosed accounts are prepared;

(c) the Consolidated Leverage Ratio under clause 11.21 (a) of the Guarantee is [        ];

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(d) the minimum liquidity under clause 11.21 (b) of the Guarantee is $[                    ];

(e) the Working Capital under clause 11.21 (c) of the Guarantee is $[                         ]; and

(f) The Market Adjusted Net Worth under clause 11.21 (d) of the Guarantee is $[                   ].

We hereby repeat the representations and warranties set out in Clause 10 of the Loan Agreement and Clause 10 of the Guarantee, and confirm that they remain true and correct by reference to the facts and circumstances existing on the date of this Compliance Certificate.

This certificate shall be governed by, and construed in accordance with, English law.

Signed

[                                 ]

for and on behalf of

Amathus Owning Company Limited

Noufaro Owners Inc.

[                                 ]

for and on behalf of

DryShips Inc.

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EX-4.109

Exhibit 4.109

US$35,000,000 FACILITY AGREEMENT

Dated 29 January 2018 as amended and restated on 10 August 2018

for

QUORA OWNERS INC.PHOENIX OWNERS INC. andROSCOE MARINE LTD.as joint and several Borrowers and Hedge Guarantors

guaranteed by

DRYSHIPS INC.as Guarantor arranged by

DVB BANK SE, AMSTERDAM BRANCHas Arranger

with

DVB BANK SE, AMSTERDAM BRANCHacting as Facility Agent and

DVB BANK SE, AMSTERDAM BRANCHacting as Security Agent

and

DVB BANK SEacting as Account Bank

relating to the financing ofm.vs. "VALADON", "MATISSE" and "RAPALLO"

Index

Clause		Page
Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		27
2	The Facility	27
3	Purpose	27
4	Conditions of Drawdown	28
Section 3 Drawdown		29
5	Drawdown	29
Section 4 Repayment, Prepayment and Cancellation		31
6	Repayment	31
7	Prepayment and Cancellation	32
Section 5 Costs of Drawdown		35
8	Interest	35
9	Interest Periods	38
10	Changes to the Calculation of Interest	39
11	Fees	41
Section 6 Additional Payment Obligations		43
12	Tax Gross Up and Indemnities	43
13	Increased Costs	48
14	Other Indemnities	49
15	Costs and Expenses	52
Section 7 Guarantees and Joint and Several Liability of Borrowers		54
16	Guarantee and Indemnity - Guarantor	54
17	Joint and Several Liability of the Borrowers	57
18	Guarantee and Indemnity- Hedge Guarantors	58
Section 8 Representations, Undertakings and Events of Default		62
19	Representations	62
20	Information Undertakings	68
21	Financial Covenants	73
22	General Undertakings	75
23	Insurance Undertakings	81
24	Post-Delivery Vessel Undertakings	87
25	Security Cover	92
26	Accounts, Application of Earnings and Hedge Receipts	94
27	Events of Default	97
Section 9 Changes to Parties		103
28	Changes to the Lenders	103
29	Changes to the Transaction Obligors	108
Section 10 The Finance Parties		109
30	The Facility Agent, the Arranger and the Reference Banks	109
31	The Security Agent	120
32	Conduct of Business by the Finance Parties	136
33	Sharing among the Finance Parties	136
Section 11 Administration		138
34	Payment Mechanics	138
35	Set-Off	141
36	Bail-in	142

37	Notices	142
38	Calculations and Certificates	144
39	Partial Invalidity	144
40	Remedies and Waivers	145
41	Settlement or Discharge Conditional	145
42	Irrevocable Payment	145
43	Amendments and Waivers	145
44	Confidential Information	148
45	Confidentiality of Funding Rates and Reference Bank Quotations	152
46	Counterparts	153
Section 12 Governing Law and Enforcement		154
47	Governing Law	154
48	Enforcement	154
Schedules
Schedule 1 The Parties		155
Part A The Obligors		155
Part B The Original Lenders		158
Part C The Servicing Parties		160
Schedule 2 Conditions Precedent and Subsequent.		163
Part A Conditions precedent to Drawdown Request		163
Part B Conditions Precedent to Drawdown		165
Part C Conditions Subsequent		167
Schedule 3 Requests		168
Part A Drawdown Request		168
Part B Selection Notice		170
Schedule 4 Form of Transfer Certificate		171
Schedule 5 Form of Assignment Agreement.		174
Schedule 6 Form of Compliance Certificate		177
Schedule 7 Timetables		179
Execution
Execution Pages		180

THIS AGREEMENT was made on 29 January 2018 and is amended and restated by a Deed of Accession, Amendment and Restatement date 10 August 2018

PARTIES

(1) QUORA OWNERS INC.,a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a borrower ("Borrower A")

(2) PHOENIX OWNERS INC.,a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a borrower ("Borrower B")

(3) ROSCOE MARINE LTD.,a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a borrower ("Borrower C")

(4) DRYSHIPS INC.,a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as guarantor (the "Guarantor")

(5) THE CORPORATIONS listed in Part A of Schedule 1 (The Parties) as hedge guarantors (the "Hedge Guarantors")

(6) DVB BANK SE, AMSTERDAM BRANCH,as arranger (the "Arranger")

(7) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the "Original Lenders")

(8) THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as hedge counterparties (the  "Hedge Counterparties")

(9) DVB BANK SE, AMSTERDAM BRANCH,as agent of the other Finance Parties (the "Facility Agent")

(10) DVB BANK SE, AMSTERDAM BRANCH,as security agent for the Creditor Parties (the "Security Agent")

(11) DVB BANK SE,acting through its office at Platz der Republik 6, 60325, Frankfurt/Main, Germany as account bank (the "Account Bank")

SECTION 1
INTERPRETATION

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

"Accounts" means:

(a) the Earnings Accounts;

(b) the Time Deposit Accounts; and

(c) with the express written consent of the Facility Agent, any other accounts opened by any Borrower with the Account Bank, the Facility Agent or the Security Agent for the purposes of the Finance Documents.

"Account Security" means, together, the First Priority Account Security and the Second Priority Account Security.

"Advance" means a borrowing of all or any part of a Tranche under this Agreement.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Approved Broker" means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

"Approved Classification" means, as at the date of this Agreement, in relation to:

(a) Vessel A, XA1, Bulk Carrier, BC-A (Holds 2, 4 and 6 may be empty) ESP, Ⓔ, XAMS, ACCU, CPS, CSR AB-CM and additional notations POT, PMA, UWILD, TCM, CRC, GRAB (20);

(b) Vessel B, XA1, Bulk Carrier, BC-A (Holds 2, 4 and 6 may be empty) ESP, Ⓔ, XAMS, ACCU, CPS, CSR AB-CM and additional notations POT, PMA, UWILD, TCM, CRC, GRAB (20); and

(c) Vessel C, XA1, Bulk Carrier, BC-A (Holds 2, 4 and 6 may be empty) ESP, Ⓔ,, XAMS, XACCU, SH, SHCM and additional notations UWILD, TCM, CRC, GRAB (20),

in each case, with the relevant Approved Classification Society or the equivalent classification with another Approved Classification Society.

"Approved Classification Society" means, in relation to a Vessel, as at the date of this Agreement, American Bureau of Shipping or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Lenders.

"Approved Commercial Manager" means, in relation to a Vessel, as at the date of this Agreement, TMS Bulkers Ltd., a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,

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Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Bulkers Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders, as the commercial manager of that Vessel.

"Approved Flag" means, in relation to a Vessel, the flag of Malta, the Marshall Islands, the Cayman Islands or any other flag acceptable to Facility Agent acting on the authorisation of the Lenders.

"Approved Manager" means, in relation to a Vessel, the Approved Commercial Manager and/or the Approved Technical Manager in respect of that Vessel.

"Approved Technical Manager" means, in relation to a Vessel, as at the date of this Agreement, TMS Bulkers Ltd., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 or any management company in the same beneficial ownership as TMS Bulkers Ltd. or any other person approved in writing by the Facility Agent, acting with the authorisation of the Lenders, as the technical manager of that Vessel.

"Approved Valuer" means any one of Arrow Valuations Ltd., Compass Maritime Services, Fearnleys Shipping AS, Barry Rogliano and Salles (BRS), Golden Destiny S.A., Maritime Strategies International Ltd., VesselsValue.com, Braemar ACM Shipbroking, Galbraiths Limited Shipbrokers, Clarksons Platou, Simpson Spence & Young Shipbrokers Ltd., Howe Robinson and Lorentzen & Stemoco AS (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

"Assignable Charter" means, in relation to a Vessel, any Charter in respect of that Vessel having a duration of 12 months or more (or capable of exceeding, by virtue of any optional extensions or renewals, a duration of 12 months) on terms approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

"Availability Period" means the period from and including the date of this Agreement to and including the earlier of:

(a) 31 March 2018; and

(b) the date on which the Available Facility is fully borrowed, cancelled or terminated in accordance with the terms of this Agreement.

"Available Commitment" means a Lender's Commitment minus:

(a) the amount of its participation in the outstanding Loan; and

(b) in relation to the proposed Drawdown, the amount of its participation in any Advance that is due to be made on or before the proposed Drawdown Date.

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"Available Facility" means the aggregate for the time being of each Lender's Available Commitment.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

"Balloon Instalment" has the meaning given to it in Clause 6.1(Repayment of Loan).

"Borrower" means each of Borrower A, Borrower B and Borrower C and in the plural means all of them.

"Break Costs" means the amount (if any) by which:

(a)

(i) the interest (excluding Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period

exceeds

(ii) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period, or

(b) where a Lender is providing a fixed interest rate under Clause 8.3 (Fixed rate of interest) and only for the period for which the fixed rate of interest shall apply, any claim, expense, liability or loss incurred by a Lender in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure in connection with the Lender providing a fixed interest rate under Clause 8.3 (Fixed rate of interest) or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the claim, expense, liability or loss incurred by it in terminating, or otherwise in connection with, a number of transactions for which this Agreement is one.

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"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam and Athens and:

(a) (in relation to funding of the Loan only) Frankfurt;

(b) (in relation only to any date for payment or purchase of dollars) New York; and

(c) (in relation only to any date for the fixing of an interest rate using LIBOR) London.

"Charter" means, in relation to a Vessel, any charter relating to that Vessel, or other contract for its employment, whether or not already in existence.

"Charterer" means any person approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders, who, as charterer, is a party to a Charter.

"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

"Charterparty Assignment" means, in relation to any Assignable Charter, the assignment creating Security over the rights of the relevant Borrower under that Assignable Charter and any Charter Guarantee relative thereto in agreed form.

"Code" means the US Internal Revenue Code of 1986.

"Commercial Management Agreement" means, in relation to a Vessel, the agreement entered into between the relevant Borrower and the relevant Approved Commercial Manager regarding the commercial management of that Vessel.

"Commitment" means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Part B of Schedule 1 (The Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Compliance Certificate" means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate) or in any other form agreed between the Guarantor, the Borrowers and the Facility Agent.

"Confidential Information" means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

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in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 44 (Confidential Information); or

(B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate or Reference Bank Quotation.

"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Facility Agent.

"Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Creditor Party under or in connection with the Finance Documents.

"Creditor Party" means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

"Deed of Accession, Amendment and Restatement" means a deed of accession, amendment and restatement dated 10 August 2018 and made between, (i) the Borrowers, (ii) the Hedge Guarantors, (iii) the Guarantor, (iv) the Arranger, (v) the Original Lenders, (vi) the Facility Agent, (vii) the Security Agent, (viii) the Account Bank and (ix) the Hedge Counterparties setting out the terms pursuant to which this Agreement has been amended and restated;

"Deed of Covenant" means, in relation a Vessel, the deed of covenant collateral to the Mortgage on that Vessel if required under the laws of the jurisdiction of the relevant Approved Flag, in agreed form.

"Default" means an Event of Default or a Potential Event of Default.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Disruption Event" means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions

6

contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, any Transaction Obligor; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

"Document of Compliance" has the meaning given to it in the ISM Code.

"dollars" and"$" mean the lawful currency, for the time being, of the United States of America.

"Drawdown" means the drawdown of an Advance.

"Drawdown Date" means the date of the Drawdown, being the date on which the relevant Advance was made.

"Drawdown Request" means a notice substantially in the form set out in Part A of Schedule 3 (Requests).

"Earnings" means, in relation to a Vessel, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent and which arise out of or in connection with or relate to the use or operation of that Vessel, including (but not limited to):

(a) the following, save to the extent that any of them is, with the prior written consent of the Facility Agent, pooled or shared with any other person:

(i) all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii) the proceeds of the exercise of any lien on sub-freights;

(iii) compensation payable to a Borrower or the Security Agent in the event of requisition of that Vessel for hire or use;

(iv) remuneration for salvage and towage services;

(v) demurrage and detention moneys;

(vi) without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Vessel;

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(vii) all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii) all monies which are at any time payable to a Borrower in relation to general average contribution; and

(b) if and whenever that Vessel is employed on terms whereby any moneys falling within sub-paragraphs (i) to (vii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Vessel.

"Earnings Account" means, in relation to:

(a) Borrower A, an account in the name of the Borrower A with the Account Bank with account number 2910068510;

(b) Borrower B, an account in the name of the Borrower B with the Account Bank with account number 2910068501; or

(c) Borrower C, an account in the name of the Borrower C with the Account Bank with account number 2910068528,

and, in the plural, means all of them.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

"Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means:

(a) any release, emission, spill or discharge into any Vessel or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from any Vessel; or

(b) any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than any Vessel and which involves a collision between any Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Vessel and/or any Transaction Obligor and/or any operator or manager of a Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

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(c) any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from a Vessel and in connection with which a Vessel is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

"Environmental Law" means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

"Event of Default" means any event or circumstance specified as such in Clause 27 (Events of Default).

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"FATCA" means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means:

(a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

9

(c) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Finance Document" means:

(a) this Agreement;

(b) the Drawdown Request;

(c) any Security Document;

(d) the Deed of Accession, Amendment and Restatement;

(e) any Hedging Agreement;

(f) any Subordination Deed;

(g) any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(h) any other document designated as such by the Facility Agent and the Borrowers.

"Finance Party" means the Facility Agent, the Security Agent, the Arranger, the Account Bank, a Lender or a Hedge Counterparty.

"Financial Indebtedness" means any indebtedness for or in relation to:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

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(f) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h) any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i) the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (f) above.

"First Priority Account Security" means a document creating first priority Security over any Account in agreed form.

"Fleet Vessel" has the meaning given in Clause 21.2 (Guarantor's financial covenants).

"Funding Rate" means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.4 (Cost of funds).

"GAAP" means generally accepted accounting principles in the US including IFRS.

"General Assignment" means, in relation to a Vessel, the general assignment creating Security over that Vessel's Earnings, its Insurances and any Requisition Compensation in agreed form.

"Group" means the Guarantor and its Subsidiaries for the time being (including, but not limited to, the Borrowers and the Shareholder) and "member of the Group" shall be construed accordingly.

"Guarantee" means the guarantee of the Guarantor contained in this Agreement.

"Hedge Receipts" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent by a Hedge Counterparty under a Hedging Agreement.

"Hedging Agreement" means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by a Borrower for the purpose of hedging interest payable under this Agreement.

"Hedging Agreement Security" means, in relation to a Borrower, a hedging agreement security creating Security over that Borrower's rights and interests in any Hedging Agreement, in agreed form.

"Hedging Close Out Liabilities" means, as at any relevant date, the amount certified by the Hedge Counterparties to the Facility Agent as the net aggregate amount in dollars which would be payable by the Borrowers under the Hedging Agreements at the relevant determination date as a result of termination or closing out under the Hedging Agreements.

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"Hedging Prepayment Proceeds" means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IAPPC" means a valid international air pollution prevention certificate issued under MARPOL Annex VI;

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Indemnified Person" has the meaning given to it in Clause 14.2 (Other indemnities).

"Initial Market Value" means, in respect of a Vessel, the Market Value of that Vessel determined in accordance with the valuations provided pursuant to paragraph 3.6 of Schedule 2, Part B.

"Instalment" has the meaning given to it in Clause 6.1 (Repayment of Loan).

"Insurances" means, in relation to a Vessel:

(a) all policies and contracts of insurance, including entries of that Vessel in any protection and indemnity or war risks association, effected in relation to that Vessel, the Earnings or otherwise in relation to that Vessel whether before, on or after the date of this Agreement; and

(b) all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

"Interest Payment Date" has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 8.3 (Fixed rate of interest), Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default interest).

"Interpolated Screen Rate" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or that part of the Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,

each as of the Specified Time for dollars.

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"ISDA Master Agreement" means a 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

"ISSC" means an International Ship Security Certificate issued under the ISPS Code.

"Lender" means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 28 (Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with this Agreement.

"LIBOR" means, in relation to an Advance, the Loan or any part of the Loan:

(a) the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of that Advance, the Loan or that part of the Loan; or

(b) as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate), and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero. "LMA" means the Loan Market Association.

"Loan" means the loan made available under the Facility or the aggregate principal amount

outstanding for the time being of the borrowings under the Facility and a "part of the Loan"

means an Advance, a Tranche or any other part of the Loan as the context may require.

"Major Casualty" means, in relation to a Vessel, any casualty to that Vessel in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $750,000 or the equivalent in any other currency.

"Majority Lenders" means:

(a) if no Advance has yet been made, a Lender or Lenders whose Commitments aggregate more than 66½ per cent. of the Total Commitments; or

(b) at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66½ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66½ per cent. of the Loan immediately before such repayment.

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"Management Agreement" means each of the Technical Management Agreements and the Commercial Management Agreements.

"Manager's Undertaking" means, in relation to a Vessel, each of the letter of undertaking from the relevant Approved Technical Manager and the letter of undertaking from the relevant Approved Commercial Manager subordinating the rights of that Approved Technical Manager and that Approved Commercial Manager respectively against that Vessel and the relevant Borrower to the rights of the Finance Parties and assigning the rights and interests of that Approved Technical Manager and that Approved Commercial Manager in the Insurances in relation to that Vessel to the Finance Parties in agreed form.

"Margin" means 2.50 per cent. per annum.

"Market Value" means, in relation to a Vessel or any other vessel, at any date, the market value of that Vessel or vessel determined in accordance with Clause 25.7 (Provision of valuations) and prepared:

(a) unless otherwise specified, as at a date not more than 14 days previously;

(b) by an Approved Valuer or Approved Valuers;

(c) without physical inspection of that Vessel or vessel; and

(d) on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any Charter,

after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

"Material Adverse Effect" means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a) the business, operations, property, condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or

(b) the ability of any Transaction Obligor to perform its obligations under any Finance Document; or

(c) the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

"Maturity Date" means 7 March 2024.

"Minimum Liquidity Amount" has the meaning given to it in Clause 21.1(Borrowers' minimum liquidity).

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) (subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which

14

that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

"Mortgage" means, in relation to a Vessel, a first priority or preferred (as the case may be) ship mortgage on that Vessel in agreed form, as amended and supplemented by the relevant Mortgage Amendment.

"Mortgaged Vessel" means each Vessel subject to a Mortgage at any relevant time.

"Mortgage Amendment" means, in relation to a Mortgage, a first amendment or, as the case may be, addendum to that Mortgage in agreed form.

"Obliger" means a Borrower, the Guarantor or a Hedge Guarantor.

"Original Financial Statements" means:

(a) in relation to the Guarantor the audited consolidated financial statements of the Group for its financial year ended 31 December 2016; and

(b) in relation to each Borrower its unaudited financial statements for its financial year ended 31 December 2016.

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

"Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801).

"Parallel Debt" means any amount which an Obligor owes to the Security Agent under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Permitted Charter" means, in relation to a Vessel, a Charter:

(a) which is a time, voyage or consecutive voyage charter;

(b) the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;

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(c) which is entered into on bona fide arm's length terms at the time at which that Vessel is fixed; and

(d) in relation to which not more than two months' hire is payable in advance,

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

"Permitted Financial Indebtedness" means:

(a) any Financial Indebtedness incurred under the Finance Documents;

(b) any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Deed or otherwise and which is, in the case of any such Financial Indebtedness of a Borrower, the subject of Subordinated Debt Security.

"Permitted Security" means:

(a) Security created by the Finance Documents;

(b) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(c) liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice;

(d) liens for salvage;

(e) liens for master's disbursements incurred in the ordinary course of trading; and

(f) any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Vessel and not as a result of any default or omission by any Borrower and subject, in the case of liens for repair or maintenance, to Clause 24.17 (Restrictions on chartering, appointment of managers etc.).

"Permitted Ultimate Beneficial Ownership Change" means the Ultimate Beneficial Owner becoming the ultimate legal, direct or indirect, beneficial owner of the total issued share capital of each Borrower by way of transfer of all the shares of each Borrower to an entity which is wholly beneficially owned by the Ultimate Beneficial Owner and approved by all the Lenders in their sole discretion, subject to paragraph (f) of Clause 27.10 (Ownership of the Obligors and the Shareholder).

"Potential Event of Default" means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Prohibited Person" means any person (whether designated by name or by reason of being included in a class of persons) against whom Sanctions are directed.

"Protected Party" has the meaning given to it in Clause 12.1 (Definitions).

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"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

"Reference Bank Quotation" means any quotation supplied to the Facility Agent by a Reference Bank.

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

(a) if:

(i) the Reference Bank is a contributor to the Screen Rate; and

(ii) it consists of a single figure,

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(b) in any other case, as the rate at which the relevant Reference Bank could fund itself in dollars for the relevant period with reference to the unsecured wholesale funding market.

"Reference Banks" means the principal London offices of any three banks from the ICE LIBOR panel or such other entities as may be appointed by the Facility Agent in consultation with the Borrowers.

"Related Fund" in relation to a fund (the "first fund"),means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Amount" has the meaning given to it in Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss).

"Relevant Interbank Market" means the London interbank market.

"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

(a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c) any jurisdiction where it conducts its business; and

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(d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Repayment Date" means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

"Repayment Instalment" has the meaning given to it in Clause 6.1 (Repayment of Loan).

"Repeating Representation" means each of the representations set out in Clause 19 (Representations) except Clause 19.10 (Insolvency), Clause 19.11 (No filing or stamp taxes), Clause 19.12 (Deduction of Tax) and Clause 19.17 (No proceedings pending or threatened) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition" means, in relation to a Vessel:

(a) any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b) any capture or seizure of that Vessel (including any hijacking or theft) by any person whatsoever.

"Requisition Compensation" includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest or detention of the Vessel owned by that Borrower in the exercise or purported exercise of any lien or claim.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Safety Management Certificate" has the meaning given to it in the ISM Code.

"Safety Management System" has the meaning given to it in the ISM Code.

"Sanctions" means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a) imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or

(b) otherwise imposed by any law or regulation.

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR0l or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the

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appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers.

"Second Priority Account Security" means, in relation to each Earnings Account and each Time Deposit Account, a document creating second priority Security over that Earnings Account and that Time Deposit Account in agreed form.

"Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Creditor Party under or in connection with each Finance Document.

"Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

"Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

"Security Cover Ratio" means, at any relevant time, the aggregate of (i) the aggregate Market Value of the Mortgaged Vessels and (ii) the net realisable value of any additional security provided at that time under Clause 25.2 (Provision of additional security; prepayment), at that time expressed as a percentage of the aggregate of (i) the Loan and (ii) the Hedging Close-Out- Liabilities.

"Security Document" means:

(a) any Shares Security;

(b) any Mortgage;

(c) any Deed of Covenant;

(d) any General Assignment;

(e) any Account Security;

(f) any Charterparty Assignment;

(g) any Hedging Agreement Security;

(h) any Manager's Undertaking;

(i) any Subordinated Debt Security;

(j) any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(k) any other document designated as such by the Facility Agent and the Borrowers.

"Security Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force

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and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

"Security Property" means:

(a) the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Creditor Parties and all proceeds of that Transaction Security;

(b) all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Security Agent as trustee for the Creditor Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Security Agent as trustee for the Creditor Parties;

(c) the Security Agent's interest in any turnover trust created under the Finance Documents;

(d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Creditor Parties,

except:

(i) rights intended for the sole benefit of the Security Agent; and

(ii) any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

"Selection Notice" means a notice substantially in the form set out in Part B of Schedule 3

(Requests) given in accordance with Clause 9 (Interest Periods).

"Servicing Party" means the Facility Agent or the Security Agent.

"Shareholder" means Drybulk Investments Inc., a corporation incorporated in the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

"Shares Security" means, in relation to a Borrower, a document creating Security over the share capital in that Borrower in agreed form.

"Specified Time" means a day or time determined in accordance with Schedule 7 (Timetables).

"Subordinated Creditor" means:

(a) a Transaction Obligor; or

(b) any other person who becomes a Subordinated Creditor in accordance with this Agreement.

"Subordinated Debt Security" means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

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"Subordinated Finance Document" means:

(a) a Subordinated Loan Agreement; and

(b) any other document relating to or evidencing Subordinated Liabilities.

"Subordinated Liabilities" means all indebtedness owed or expressed to be owed by a Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

"Subordinated Loan Agreement" means any loan agreement made or to be made between (i) a Borrower and (ii) a Subordinated Creditor.

"Subordination Deed" means a subordination deed entered into or to be entered into by each Subordinated Creditor and the Security Agent in agreed form.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" has the meaning given to it in Clause 12.1 (Definitions). "Tax Deduction" has the meaning given to it in Clause 12.1 (Definitions). "Tax Payment" has the meaning given to it in Clause 12.1 (Definitions).

"Technical Management Agreement" means, in relation to a Vessel, the agreement entered into between the relevant Borrower and the relevant Approved Technical Manager regarding the technical management of that Vessel.

"Terms and Conditions" means the Special Conditions for Time Deposit Accounts for Commercial Clients (including but not limited to the Account Bank's General Terms and Conditions of Business) as set out in the Application for Opening of each Time Deposit Account.

"Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights).

"Time Deposit Account" means, in relation to each Borrower, an account opened or to be opened in the name of that Borrower with the Account Bank designated "[name of relevant Borrower] - Time Deposit Account" and, in the plural, means all of them.

"Total Commitments" means the aggregate of the Commitments, being $35,000,000 at the date of this Agreement, all of which has been drawn down on the Drawdown Date.

"Total Loss" means, in relation to a Vessel:

(a) actual, constructive, compromised, agreed or arranged total loss of that Vessel; or

(b) any Requisition of a Vessel unless that Vessel is returned to the full control of the relevant Borrower within 30 days of such Requisition.

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"Total Loss Date" means, in relation to the Total Loss of a Vessel:

(a) in the case of an actual loss of that Vessel, the date on which it occurred or, if that is unknown, the date when that Vessel was last heard of;

(b) in the case of a constructive, compromised, agreed or arranged total loss of that Vessel, the earlier of:

(i) the date on which a notice of abandonment is given to the insurers; and

(ii) the date of any compromise, arrangement or agreement made by or on behalf of the relevant Borrower with that Vessel's insurers in which the insurers agree to treat that Vessel as a total loss; and

(c) in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred.

"Tranche" means each of Tranche A, Tranche Band Tranche C, and, in the plural, means all of them.

"Tranche A" means that part of the Loan made available to the Borrowers to finance part of the Initial Market Value of Vessel A in a principal amount not exceeding $13,500,000, all of which has been drawn down on the Drawdown Date and of which an amount $13,218,750 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

"Tranche B" means that part of the Loan made available to the Borrowers to finance part of the Initial Market Value of Vessel B in a principal amount not exceeding $13,500,000, all of which has been drawn down on the Drawdown Date and of which an amount $13,218,750 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

"Tranche C" means that part of the Loan made available to the Borrowers to finance part of the Initial Market Value of Vessel C in a principal amount not exceeding $8,000,000, all of which has been drawn down on the Drawdown Date and of which an amount $7,715,000 is outstanding by way of principal as at the date of the Deed of Accession, Amendment and Restatement.

"Transaction Document" means:

(a) a Finance Document;

(b) a Subordinated Finance Document;

(c) any Charter; or

(d) any other document designated as such by the Facility Agent and the Borrowers.

"Transaction Obliger" means an Obligor, the Shareholder, any Approved Manager or any other member of the Group who executes a Transaction Document.

"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

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"Transfer Certificate" means a certificate in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrowers.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

"UK Establishment" means a UK establishment as defined in the Overseas Regulations.

"Ultimate Beneficial Owner" means Mr. George Economou, a citizen of Greece residing, as at the date of this Agreement, at 38 Boulevard du Jardin Exotique, 98000 Monaco, and/or any of his linear descendants;

"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

"US" means the United States of America.

"US Tax Obliger" means:

(a) a person which is resident for tax purposes in the US; or

(b) a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"VAT" means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

"VAT Group" means two or more companies or limited liability partnerships which register as a single taxable entity for VAT purposes.

"Vessel" means each of Vessel A, Vessel B and Vessel C and in the plural means all of them.

"Vessel A" means the 2014-built 81,198.70 deadweight metric tons bulk carrier type of vessel, registered in the ownership of Borrower A with IMO No. 9677387 under an Approved Flag (which at the date of this Agreement is the flag of the Marshall Islands) with the name "VALADON".

"Vessel B" means the 2014-built 81,128.60 deadweight metric tons bulk carrier type of vessel, registered in the ownership of Borrower B with IMO No. 9677375 under an Approved Flag (which at the date of this Agreement is the flag of the Marshall Islands) with the name "MATISSE".

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"Vessel C" means the 2009-built 75,123 deadweight metric tons bulk carrier type of vessel, registered in the ownership of Borrower C with IMO No. 9413690 under an Approved Flag (which at the date of this Agreement is the flag of Malta) with the name "RAPALLO".

"Write-down and Conversion Powers" means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) the "Account Bank",the "Arranger",the "Facility Agent",any "Finance Party",any "Lender",any "Hedge Counterparty",any "Obligor",any "Party",any "Creditor Party",the "Security Agent",any "Transaction Obligor" or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii) "assets" includes present and future properties, revenues and rights of every description;

(iii) a liability which is "contingent" means a liability which is not certain to arise and/or the amount of which remains unascertained;

(iv) "document" includes a deed and also a letter, fax or telex;

(v) "expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vi) a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(vii) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

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(viii) "law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

(ix) "proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(x) a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality);

(xi) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xii) a provision of law is a reference to that provision as amended or re-enacted;

(xiii) a time of day is a reference to Amsterdam time;

(xiv) any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(xv) words denoting the singular number shall include the plural and vice versa; and

(xvi) "including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b) The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

1.3 Construction of insurance terms

In this Agreement:

"approved" means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Facility Agent;

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"excess risks" means, in respect of a Vessel, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Vessel in consequence of its insured value being less than the value at which that Vessel is assessed for the purpose of such claims;

"obligatory insurances" means all insurances effected, or which each Borrower is obliged to effect, under Clause 23 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document;

"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

"protection and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83)(1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision; and

"war risks" includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls)(l/10/83).

1.4 Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:

(a) in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrowers and the Facility Agent); or

(b) in any other form agreed in writing between the Borrowers and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 43.2 (All Lender matters) applies, all the Lenders.

1.5 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act")to enforce or to enjoy the benefit of any term of this Agreement.

(b) Subject to Clause 43.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c) Any Receiver, Delegate, Affiliate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability), Clause 30.21 (Role of Reference Banks), Clause 30.22 (Third Party Reference Banks) or paragraph (b) of Clause 31.11 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

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SECTION 2THE FACILITY

2 THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrowers in three Tranches a dollar term loan facility in an aggregate amount not exceeding the Total Commitments. The aggregate amount of $35,000,000 has been drawn down on the Drawdown Date in respect of all Tranches, of which the aggregate amount of $34,152,500 is outstanding by way of principal at the date of the Deed of Accession, Amendment and Restatement.

2.2 Finance Parties' rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.

(c) A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3 PURPOSE

3.1 Purpose

The Borrowers shall apply all amounts borrowed by them under the Facility only for the purpose of financing part of the aggregate Initial Market Value of the Vessels, in an aggregate principal amount not exceeding the lower of:

(a) 55 per cent. of the aggregate Initial Market Value of the Vessels; and (b) US$35,000,000.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4 CONDITIONS OF DRAWDOWN

4.1 Conditions precedent to delivery of the Drawdown Request

The Borrowers may not deliver the Drawdown Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent and Subsequent) in form and substance satisfactory to the Facility Agent.

4.2 Conditions precedent to Drawdown

The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if:

(a) on the date of the Drawdown Request and on the proposed Drawdown Date and before an Advance is made available:

(i) no Default is continuing or would result from the proposed Advance; and

(ii) the Repeating Representations to be made by each Transaction Obligor are true; and

(b) on the Drawdown Date, the Facility Agent has received, or is satisfied that it will receive when the relevant Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent and Subsequent) in form and substance satisfactory to the Facility Agent (acting on the instructions of all the Lenders).

4.3 Conditions subsequent

The Borrowers undertake to deliver or cause to be delivered to the Facility Agent within five Business Days after the Drawdown Date (or such later date agreed by the Facility Agent, acting with the authorisation of the Lenders), the additional documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent and Subsequent) in form and substance satisfactory to the Facility Agent.

4.4 Notification of satisfaction of conditions precedent

(a) The Facility Agent shall notify the Borrowers and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent and subsequent referred to in Clause 4.1 (Conditions precedent to delivery of the Drawdown Request), Clause 4.2 (Conditions precedent to Drawdown) and Clause 4.3 (Conditions subsequent).

(b) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.5 Waiver of conditions precedent

If the Lenders, at their discretion, permit an Advance to be released before any of the conditions precedent referred to in Clause 4 (Conditions of Drawdown) or Clause 4.2 (Conditions precedent to Drawdown) has been satisfied, the Borrowers shall ensure that that condition is satisfied within five Business Days after the Drawdown Date or such later date as the Facility Agent, acting with the authorisation of the Lenders, may agree in writing with the Borrowers.

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SECTION 3DRAWDOWN

5 DRAWDOWN

5.1 Delivery of Drawdown Request

The Borrowers may utilise the Facility by delivery to the Facility Agent of a duly completed Drawdown Request not later than the Specified Time. The Parties acknowledge that the Facility has been utilised on the Drawdown Date.

5.2 Completion of Drawdown Request

(a) The Drawdown Request is irrevocable and will not be regarded as having been duly completed unless:

(i) it identifies each of the Tranches to be utilised;

(ii) the proposed Drawdown Date is a Business Day within the Availability Period;

(iii) the currency and amount of the Drawdown comply with Clause 5.3 (Currency and amount); and

(iv) the proposed Interest Period complies with Clause 9 (Interest Periods).

(b) Only one Drawdown Request may be delivered in respect of all Tranches.

(c) The Advances under all Tranches must be drawn down simultaneously.

5.3 Currency and amount

(a) The currency specified in the Drawdown Request must be dollars.

(b) The amount of the proposed Advance must be an amount which is not more than:

(i) in respect of the Advance under Tranche A, $13,500,000;

(ii) in respect of the Advance under Tranche B, $13,500,000; and

(iii) in respect of the Advance under Tranche C, $8,000,000.

(c) The aggregate amount of the proposed Advances under all Tranches must be an amount which is not more than the lower of:

(i) $35,000,000; and

(ii) 55 per cent. of the aggregate Initial Market Value of the Vessels.

(d) The amount of the proposed Advance must be an amount which would not oblige the Borrowers to provide additional security or prepay part of any Advance if the ratio set out in Clause 25 (Security Cover) were applied and notice was given by the Facility Agent under Clause 25.1(Minimum required security cover) immediately after that Advance was made.

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5.4 Lenders' participation

(a) If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Advance available by the Drawdown Date through its Facility Office.

(b) The amount of each Lender's participation in each Advance will be equal to the proportion borne by its Commitment to the Total Commitments immediately before making that Advance.

(c) The Facility Agent shall notify each Lender of the amount of each Advance and the amount of its participation in that Advance by the Specified Time.

5.5 Cancellation of Commitments

The Commitments in respect of any Tranche which are unutilised at the end of the Availability Period shall then be cancelled.

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SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION

6 REPAYMENT

6.1 Repayment of Loan

Save as otherwise repaid or prepaid prior to the date of the Deed of Accession, Amendment and Restatement, the Borrowers shall repay the Loan as follows:

(a) Tranche A shall be repaid by:

(i) 23 equal consecutive quarterly instalments, each in an amount of $281,250 (each a "Tranche A Instalment"),the first of which shall be repaid on 7 September 2018, each subsequent Tranche A Instalment shall be repaid at three-monthly intervals thereafter and the last Tranche A Instalment shall be repaid on the Maturity Date; and

(ii) a balloon instalment of $6,750,000 ("Tranche A Balloon Instalment")shall be repaid on the Maturity Date together with the last Tranche A Instalment.

(b) Tranche B shall be repaid by:

(i) 23 equal consecutive quarterly instalments, each in an amount of $281,250 (each a "Tranche B Instalment"),the first of which shall be repaid on 7 September 2018, each subsequent Tranche B Instalment shall be repaid at three-monthly intervals thereafter and the last Tranche B Instalment shall be repaid on the Maturity Date; and

(ii) a balloon instalment of $6,750,000 ("Tranche B Balloon Instalment")shall be repaid on the Maturity Date together with the last Tranche B Instalment; and

(c) Tranche C shall be repaid by:

(i) 23 equal consecutive quarterly instalments, each in an amount of $285,000 (each a "Tranche C Instalment" and together with the Tranche A Instalments and the Tranche B Instalments, the "Instalments"),the first of which shall be repaid on 7 September 2018, each subsequent Tranche C Instalment shall be repaid at three-monthly intervals thereafter and the last Tranche C Instalment shall be repaid on the Maturity Date; and

(ii) a balloon instalment of $1,160,000 ("Tranche C Balloon Instalment" and together with the Tranche A Balloon Instalment and the Tranche B Balloon Instalment, the "Balloon Instalments")shall be repaid on the Maturity Date together with the last Tranche C Instalment,

and each of the Instalments and the Balloon Instalments shall be a "Repayment Instalment".

6.2 Effect of cancellation and prepayment on scheduled repayments

(a) If the Available Commitment in respect of any Tranche of any Lender is cancelled under Clause 7.1 (Illegality) then the Repayment Instalments in respect of that Tranche falling after that cancellation will reduce pro rata by the amount of the Available Commitments in respect of that Tranche so cancelled.

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(b) If the whole or any part of any Available Commitment in respect of a Tranche is cancelled in accordance with Clause 7.2 (Automatic cancellation) or if the whole or part of any Commitment in respect of a Tranche is cancelled pursuant to Clause 5.5 (Cancellation of Commitments), the Repayment Instalments in respect of that Tranche for each Repayment Date falling after that cancellation will reduce pro rata by the amount of the Commitments so cancelled.

(c) If any part of a Tranche is repaid or prepaid in accordance with Clause 7.1 (Illegality) then the Repayment Instalments in respect of that Tranche for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Tranche repaid or prepaid.

(d) If any part of a Tranche is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) then the amount of the Repayment Instalments in respect of that Tranche for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Tranche repaid or prepaid.

(e) If any part of the Loan is prepaid in accordance with Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), the Relevant Amount of the Loan prepaid shall be applied first against the Tranche which has been used in part financing the relevant Vessel and thereafter any balance shall reduce pro rata the then outstanding Repayment Instalments of the other Tranches.

(f) If any part of the Loan is prepaid in accordance with clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds), the amount prepaid shall be applied first against the Tranche which has been used in part financing the relevant Vessel and thereafter any balance shall reduce pro rata the then outstanding Repayment Instalments of the other Tranches.

6.3 Maturity Date

On the Maturity Date, the Borrowers shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.4 Reborrowing

No Borrower may reborrow any part of the Facility which is repaid or prepaid.

7 PREPAYMENT  AND CANCELLATION

7.1 Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in an Advance or the Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(b) upon the Facility Agent notifying the Borrowers, the Available Commitment of that Lender will be immediately cancelled; and

(c) the Borrowers shall prepay that Lender's participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no

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earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be cancelled in the amount of the participation prepaid.

7.2 Automatic cancellation

The unutilised Commitment (if any) of each Lender in respect of a Tranche shall be automatically cancelled at close of business on the date on which that Tranche is made available.

7.3 Voluntary prepayment of Loan

(a) Subject to paragraph (b) below, the Borrowers may, if they give the Facility Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000 or a multiple of that amount).

(b) The Loan or any part thereof may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

7.4 Mandatory prepayment on sale, arrest or Total Loss

If a Vessel is sold, arrested or becomes a Total Loss, the Borrowers shall prepay the Relevant Amount of the Loan. Such repayment shall be made:

(a) in the case of a sale of that Vessel, on or before the date on which the sale is completed by delivery of that Vessel to the buyer; or

(b) in the case of any arrest of that Vessel, where that Vessel is not within 30 days redelivered to the full control of the relevant Borrower, on or before the date falling 150 days after the date of the arrest of that Vessel; or

(c) in the case of a Total Loss (excluding, for the avoidance of doubt, any arrest of a Vessel where that Vessel is not within 30 days redelivered to the full control of the relevant Borrower, in which case paragraph (b) above applies), on the earlier of (i) the date falling 120 days after the Total Loss Date and (ii) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

In this Clause 7.4, "Relevant Amount" means an amount equal amount equal to the higher of:

(i) the Tranche applicable to the Vessel which is sold, arrested or becomes a Total Loss; and

(ii) an amount which, after the application of the prepayment to be made pursuant to this Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), results in the Security Cover Ratio being the greater of (i) the Security Cover Ratio that applied immediately prior to the applicable event described in paragraph (a), (b) or (c) of this Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss) and (ii) the Security Cover Ratio required to be maintained pursuant to Clause 25.1(Minimum required security cover).

7.5 Mandatory prepayment of Hedging Prepayment Proceeds

Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment into the relevant Earnings Account in accordance with

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Clause 26.5 (Payment of Earnings) and shall be applied on the last day of the next Interest Period for the Loan which ends after such payment, in prepayment of the Loan in accordance with paragraph (f) of Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments).

7.6 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and all other amounts accrued under the Finance Documents and, subject to the fee provided for in Clause 11.3 (Prepayment fee) and any Break Costs, without premium or penalty.

(c) No Borrower may reborrow any part of the Facility which is prepaid.

(d) No Borrower shall repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender and/or Hedge Counterparties, as appropriate.

(g) If all or part of any Lender's participation in the Loan is repaid or prepaid, an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

7.7 Application of prepayments

Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality)) shall be applied pro rata to each Lender's participation in that part of the Loan.

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SECTION 5COSTS OF DRAWDOWN

8 INTEREST

8.1 Calculation of interest

The rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

(a) the Margin; and

(b) LIBOR.

8.2 Payment of interest

(a) The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an "Interest Payment Date").

(b) If an Interest Period is longer than three Months, the Borrowers shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.

8.3 Fixed rate of interest

(a) The Borrowers may, by giving not less than five Business Days' notice in writing, request that a fixed rate of interest shall apply on the whole of the Loan or a Tranche for a period of 12 months or more by giving to the Facility Agent a notice which shall specify the period for which the fixed rate of interest shall apply and shall be given at least five Business Days before the end of the then current Interest Period of the Loan or that Tranche (as applicable). The Facility Agent shall notify the Borrowers of the fixed rate of interest to apply (which shall be determined at the level of the actual refinancing rates available to the Lenders (as certified by them) for the relevant period to which such fixed rate is to apply plus the Margin) and the Borrowers shall either accept or refuse the offer promptly in writing and in any event within one Business Day. Such offer and acceptance shall be in a form that shall constitute a Finance Document. Once accepted, the Borrowers may not revoke their acceptance and the relevant fixed rate of interest shall apply to the Loan or a Tranche from the first day of the next Interest Period of the Loan or that Tranche (as applicable). If the Borrowers refuse the offer or fail to accept it within the time permitted for acceptance, the other provisions of this Clause 8 (Interest) shall continue to apply.

(b) The Borrowers acknowledge and agree that in fixing the interest rate under this Clause 8.3 (Fixed rate of interest), a Lender may enter into internal or external interest rate swaps and that any claim, expense, liability or loss arising as a result of the early termination of such internal or external rate swap shall be for the account of the Borrowers.

8.4 Default interest

(a) If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would

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have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent. Any interest accruing under this Clause 8.4 (Default interest) shall be immediately payable by the Obligors on demand by the Facility Agent.

(b) If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:

(i) the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii) the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

(c) Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.5 Hedging

(a) Each Borrower may enter into a Hedging Agreement with a Hedge Counterparty and shall thereafter maintain such Hedging Agreements in accordance with this Clause 8.5 (Hedging).

(b) The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the amount of the Loan.

(c) Each Hedging Agreement shall:

(i) be with a Hedge Counterparty;

(ii) be for a term ending on or before the Maturity Date;

(iii) have settlement dates coinciding with the Interest Payment Dates;

(iv) be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and

(v) provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.

(d) The rights of each Borrower under the Hedging Agreements shall be charged or assigned by way of security under a Hedging Agreement Security.

(e) The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.

(f) Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent.

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(g) Paragraph (f) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Security.

(h) If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan outstanding at that time, the Borrowers must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan outstanding then or that will be outstanding as a result of any such repayment or prepayment.

(i) Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (h) above will be apportioned as between those transactions pro rata.

(j) Each Borrower may voluntarily, with prior written notice to the relevant Hedge Counterparty and the Facility Agent, terminate or close out any transactions in respect of any Hedging Agreement to which that Borrower is a party in whole or in part at any time in accordance with the terms of the relevant Hedging Agreement.

(k) Subject to paragraph (j) above, neither a Hedge Counterparty nor a Borrower may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except:

(i) in accordance with paragraphs (h) and (i) above;

(ii) on the occurrence of an Illegality or Tax Event (as each such expression is defined in the relevant Hedging Agreement);

(iii) in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under paragraph (b) Clause 27.18 (Acceleration) or, having served notice under paragraph (c) of Clause 27.18 (Acceleration), makes a demand;

(iv) if a Borrower has defaulted on any payment due under the relevant Hedging Agreement (after allowing any applicable notice or grace periods);

(v) if an Event of Default occurs under Clauses 27.7 (Insolvency) or 27.8 (Insolvency proceedings);

(vi) in the case of any other termination or closing out by a Hedge Counterparty or a Borrower, with the consent of the Facility Agent; or

(vii) if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full;

(l) If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii) or (in the case of a Hedge Counterparty only) (iv), (v) and (vi) of paragraph (k) above, it shall promptly notify the Facility Agent of that termination or close out.

(m) If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging  Agreement  under  sub-paragraph  (iii) of paragraph  (k) above, such Hedge

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Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent.

(n) A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if a Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.

(o) Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by each Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent.

(p) Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

(q) The Security Agent shall not be liable for the performance of any of a Borrower's obligations under a Hedging Agreement.

(r) No Borrower or Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of the Security Agent.

8.6 Notification of rates of interest

(a) The Facility Agent shall promptly notify the Lenders and the Borrowers of the determination of a rate of interest under this Agreement.

(b) The Facility Agent shall promptly notify the Borrowers of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.

9 INTEREST PERIODS

9.1 Selection of Interest Periods

(a) The first Interest Period for a Tranche as specified in the Drawdown Request for that Tranche shall be three Months from the Drawdown Date.

(b) Subject to paragraph (g) below, the Borrowers may select each subsequent Interest Period in respect of that Tranche in a Selection Notice.

(c) Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrowers not later than the Specified Time.

(d) If the Borrowers fail to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (b) and (c) above, the relevant Interest Period will, subject to Clause 9.2 (Changes to Interest Periods) and paragraph (g) below, be three Months.

(e) Subject to Clause 8.3 (Fixed rate of interest) and this Clause 9 (Interest Periods), the Borrowers may select an Interest Period of three Months or any other period (up to a maximum of 12 Months) agreed between the Borrowers and the Facility Agent (acting on the instructions of all the Lenders).

(f) An Interest Period in respect of a Tranche shall not extend beyond the Maturity Date.

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(g) In respect of a Repayment Instalment, the Borrowers may request in the relevant Selection Notice that an Interest Period for a part of a Tranche equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of that Tranche.

(h) Subject to paragraph (i) below, the first Interest Period for a Tranche shall start on the Drawdown Date and each subsequent Interest Period shall start on the last day of the preceding Interest Period.

(i) Except for the purposes of paragraph (g) above and Clause 9.2 (Changes to Interest Periods) below, each Tranche shall have one Interest Period only at any time and all Tranches shall have the same Interest Period.

9.2 Changes to Interest Periods

(a) In respect of a Repayment Instalment related to a Tranche, prior to determining the interest rate for that Tranche, the Facility Agent may establish an Interest Period for a part of a Tranche equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of that Tranche shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (e) of 9.1 (Selection of Interest Periods).

(b) If after the Borrowers have selected and the Lenders have agreed an Interest Period longer than three Months, any Lender notifies the Facility Agent within two Business Days after the Specified Time relating to the Drawdown Request or Selection Notice that it is not satisfied that deposits in dollars for a period equal to the Interest Period will be available to it in the Relevant Interbank Market when the Interest Period commences, the Facility Agent shall shorten the Interest Period to three Months.

(c) If the Facility Agent makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrowers and the Lenders.

9.3 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10 CHANGES TO THE CALCULATION OF INTEREST

10.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b) Reference Bank Rate: If no Screen Rate is available for LIBOR for:

(i) dollars; or

(ii) the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,

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the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(c) Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 10.4 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

10.2 Calculation of Reference Bank Rate

(a) Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b) If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

10.3 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Facility Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 10 per cent. of the Loan or the relevant part of the Loan as appropriate) (the "Relevant Lender") that the cost to it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

10.4 Cost of funds

(a) If this Clause 10.4 (Cost of funds) applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select.

(b) If this Clause 10.4 (Cost of funds) applies and the Facility Agent or the Borrowers so require, the Facility Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c) Subject to Clause (c) (Replacement of Screen Rate), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.

(d) If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub- paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

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(e) If this Clause 10.4 (Cost of funds) applies pursuant to Clause 10.3 (Market disruption) and:

(i) a Lender's Funding Rate is less than LIBOR; or

(ii) a Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above,

the cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be LIBOR.

10.5 Notification to Borrowers

If Clause 10.4 (Cost of funds) applies the Facility Agent shall, as soon as is practicable, notify the Borrowers.

10.6 Break Costs

(a) The Borrowers shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrowers on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11 FEES

11.1 Commitment fee

(a) The Borrowers have paid to the Facility Agent (for the account of each Lender) a fee computed at the rate of 1.00 per cent. per annum on that Lender's Available Commitment from time to time for the Availability Period.

(b) The accrued commitment fee was payable on the last day of each successive period of three Months which ended during the Availability Period, on the last day of the Availability Period and, if cancelled, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation was effective.

11.2 Arrangement fee

The Borrowers have paid to the Arranger a non-refundable arrangement fee in the amount of $350,000 on the date of this Agreement.

11.3 Prepayment fee

(a) Subject to paragraph (c) below, the Borrowers must pay to the Facility Agent for each Lender a prepayment fee on the date of prepayment of all or any part of the Loan in the case of a refinancing of all or any part of the Loan by any bank, financial institution, trust, fund or any entity other than a Lender.

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(b) The amount of the prepayment fee is:

(i) if the prepayment occurs on or before the first anniversary of the Drawdown Date, three per cent. of the amount prepaid;

(ii) if the prepayment occurs after the first but on or before the second anniversary of the Drawdown Date, two per cent. of the amount prepaid; and

(iii) if the prepayment occurs after the second but on or before the third anniversary of the Drawdown Date, one per cent. of the amount prepaid.

(c) No prepayment fee shall be payable under this Clause if the prepayment is made after the third anniversary of the Drawdown Date.

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SECTION 6ADDITIONAL PAYMENT OBLIGATIONS

12 TAX GROSS UP AND INDEMNITIES

12.1 Definitions

(a) In this Agreement:

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b) Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

(c) This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.

12.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance

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Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3 Tax indemnity

(a) The Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party:

(A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

(B) relates to a FATCA Deduction required to be made by a Party.

(c) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors.

(d) A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.

12.4 Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

(b) that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

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12.5 Stamp taxes

The Obligors shall pay and, within three Business Days of demand, indemnify each Creditor Party against any cost, loss or liability which that Creditor Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier")to any other Finance Party (the "Recipient")under a Finance Document, and any Party other than the Recipient (the "Relevant Party")is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union)) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a

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member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

12.7 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within 10 Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party; and

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

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(e) If a Borrower is a US Tax Obligor, or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within 10 Business Days of:

(i) where that Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii) where that Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii) where that Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(A) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B) any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrowers.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrowers.

(h) The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

12.8 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

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13 INCREASED COSTS

13.1 Increased costs

(a) Subject to Clause 13.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii) compliance with any law or regulation made,

in each case after the date of this Agreement; or

(iii) the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b) In this Agreement:

(i) "Basel III" means:

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

(ii) "CRD IV" means:

(A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012;

(B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; and

(C) any other law or regulation which implements Basel III.

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(iii) "Increased Costs" means:

(A) a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(B) an additional or increased cost; or

(C) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 13.1(Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrowers.

(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a) attributable to a Tax Deduction required by law to be made by an Obligor;

(b) attributable to a FATCA Deduction required to be made by a Party;

(c) compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

(d) compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost);

(e) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(f) incurred by a Hedge Counterparty in its capacity as such.

14 OTHER INDEMNITIES

14.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a "Sum"),or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency")in which that Sum is payable into another currency (the "Second Currency")for the purpose of:

(i) making or filing a claim or proof against that Obligor; or

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

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that Obligor shall, as an independent obligation, within two Business Days of demand, indemnify each Creditor Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

(c) This Clause 14.1 (Currency Indemnity) does not apply to any sum due to a Hedge Counterparty in its capacity as such.

14.2 Other indemnities

(a) Each Obligor shall, within two Business Days of demand, indemnify each Creditor Party against any cost, loss or liability incurred by it as a result of:

(i) the occurrence of any Event of Default;

(ii) a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Finance Parties);

(iii) funding, or making arrangements to fund, its participation in an Advance or the Loan requested by the Borrowers in the Drawdown Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Creditor Party alone); or

(iv) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers.

(b) Each Obligor shall, within two Business Days of demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"),against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Vessel unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c) Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii) in connection with any Environmental Claim.

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(d) Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

14.3 Mandatory Cost

Each Borrower shall, within two Business Days of demand by the Facility Agent, pay to the Facility Agent for the account of the relevant lender, such amount which any lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

(a) in the case of a lender lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and

(b) in the case of any lender lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),

which, in each case, is referable to that lender's participation in the loan.

14.4 Indemnity to the Facility Agent

Each Obligor shall, within two Business Days of demand, indemnify the Facility Agent against:

(a) any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

(i) investigating any event which it reasonably believes is a Default; or

(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and

(b) any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

14.5 Indemnity to the Security Agent

(a) Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them:

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(i) in relation to or as a result of:

(A) any failure by a Borrower to comply with its obligations under Clause 15 (Costs and Expenses);

(B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(C) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.

(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Creditor Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

15 COSTS AND EXPENSES

15.1 Transaction expenses

The Obligors shall, within two Business Days of demand, pay the Facility Agent, the Security Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any Creditor Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a) this Agreement and any other documents referred to in this Agreement or in a Security Document; and

(b) any other Finance Documents executed after the date of this Agreement.

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15.2 Amendment costs

If:

(a) a Transaction Obligor requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 34.9 (Change of currency); or

(c) a Transaction Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,

the Obligors shall, within two Business Days of demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Creditor Party in responding to, evaluating, negotiating or complying with that request or requirement.

15.3 Enforcement and preservation costs

The Obligors shall, on demand, pay to each Creditor Party the amount of all costs and expenses (including legal fees) incurred by that Creditor Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Creditor Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

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SECTION 7GUARANTEES AND JOINT AND SEVERAL LIABILITY OF BORROWERS

16 GUARANTEE AND INDEMNITY - GUARANTOR

16.1 Guarantee and indemnity

The Guarantor irrevocably and unconditionally:

(a) guarantees to each Finance Party punctual performance by each Borrower of all of that Borrower's obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

16.2 Continuing guarantee

This Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

16.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Creditor Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 16 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

16.4 Waiver of defences

The obligations of the Guarantor under this Clause 16 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 16.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 16 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Creditor Party) including:

(a) any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

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(b) the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

16.5 Immediate recourse

The Guarantor waives any right it may have of first requiring any Creditor Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 16 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

16.6 Appropriations

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Creditor Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Creditor Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause 16 (Guarantee and Indemnity).

16.7 Deferral of Guarantor's rights

All rights which the Guarantor at any time has (whether in respect of this Guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have (whether in

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respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 16 (Guarantee and Indemnity):

(a) to be indemnified by a Transaction Obligor;

(b) to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Creditor Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Creditor Party;

(d) to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 16.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Transaction Obligor; and/or

(f) to claim or prove as a creditor of any Transaction Obligor in competition with any Creditor Party.

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Creditor Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Creditor Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (Payment Mechanics).

16.8 Additional security

This Guarantee and any other Security given by the Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Creditor Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

16.9 Applicability of provisions of Guarantee to other Security

Clauses 16.2 (Continuing guarantee), 16.3 (Reinstatement), 16.4 (Waiver of defences), 16.5 (Immediate recourse), 16.6 (Appropriations), 16.7 (Deferral of Guarantor's rights) and 16.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

16.10 Release of Guarantor

If a Permitted Ultimate Beneficial Ownership Change is effected (subject to the terms of paragraph (f) of Clause 27.10 (Ownership of the Obligors and the Shareholder)), the Finance Parties will release the Guarantor from its obligations under this Guarantee subject to:

(a) a person in all respects acceptable to the Facility Agent (acting with the authorisation of all the Lenders in their sole and absolute discretion) (the "New Guarantor")providing, in substitution

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of this Guarantee, a guarantee of all the Borrowers' obligations under this Agreement and the other Finance Documents in such form and by no later than such date as the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) may require; and

(b) the Facility Agent receiving any other documents as it or any other Finance Party may require in connection with the New Guarantor and the release of the Guarantor (including, but not limited to, those referred to at paragraphs 1, 4 and 5 of Part A of Schedule 2) in form and substance satisfactory to the Facility Agent.

17 JOINT AND SEVERAL LIABILITY OF THE BORROWERS

17.1 Joint and several liability

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

17.2 Waiver of defences

The liabilities and obligations of a Borrower shall not be impaired by:

(a) this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;

(b) any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;

(c) any Lender or the Security Agent releasing any other Borrower or any Security created by a Finance Document; or

(d) any time, waiver or consent granted to, or composition with any other Borrower or other person;

(e) the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(f) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(g) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any other person;

(h) any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(i) any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or

(j) any insolvency or similar proceedings.

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17.3 Principal Debtor

Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.

17.4 Borrower restrictions

(a) Subject to paragraph (b) below, during the Security Period no Borrower shall:

(i) claim any amount which may be due to it from any other Borrower whether in respect of a payment made under, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document; or

(ii) take or enforce any form of security from any other Borrower for such an amount, or in any way seek to have recourse in respect of such an amount against any asset of any other Borrower; or

(iii) set off such an amount against any sum due from it to any other Borrower; or

(iv) prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower; or

(v) exercise or assert any combination of the foregoing.

(b) If during the Security Period, the Facility Agent, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Facility Agent's notice.

17.5 Deferral of Borrowers' rights

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a) to be indemnified by any other Borrower; or

(b) to claim any contribution from any other Borrower in relation to any payment made by it under the Finance Documents.

18 GUARANTEE AND INDEMNITY - HEDGE GUARANTORS

18.1 Guarantee and indemnity

Each Hedge Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Hedge Counterparty punctual performance by each Borrower of all that Borrower's obligations under the Hedging Agreements;

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(b) undertakes with each Hedge Counterparty that whenever a Borrower does not pay any amount when due under or in connection with any Hedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c) agrees with each Hedge Counterparty that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Hedge Counterparty immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 (Guarantee and Indemnity- Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

18.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Borrower under the Hedging Agreements, regardless of any intermediate payment or discharge in whole or in part.

18.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made by a Creditor Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

18.4 Waiver of defences

The obligations of each Hedge Guarantor under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 18.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors) or in respect of any Transaction Security (without limitation and whether or not known to it or any Creditor Party) including:

(a) any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

(b) the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

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(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

18.5 Immediate recourse

Each Hedge Guarantor waives any right it may have of first requiring any Creditor Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

18.6 Appropriations

Until all amounts which may be or become payable by the Borrowers under or in connection with the Hedging Agreements have been irrevocably paid in full, each Creditor Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Creditor Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Hedge Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Hedge Guarantor or on account of any Hedge Guarantor's liability under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors).

18.7 Deferral of Hedge Guarantors' rights

All rights which each Hedge Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Hedge Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18 (Guarantee and Indemnity - Hedge Guarantors):

(a) to be indemnified by a Transaction Obligor;

(b) to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;

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(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Creditor Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Creditor Party;

(d) to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which any Hedge Guarantor has given a guarantee, undertaking or indemnity under Clause 18 (Guarantee and Indemnity - Hedge Guarantors);

(e) to exercise any right of set-off against any Transaction Obligor; and/or

(f) to claim or prove as a creditor of any Transaction Obligor in competition with any Creditor Party.

If a Hedge Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Creditor Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Creditor Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (Payment Mechanics).

18.8 Additional security

This guarantee and any other Security given by a Hedge Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Creditor Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

18.9 Applicability of provisions of Guarantee to other Security

Clauses 18.2 (Continuing guarantee), 18.3 (Reinstatement), 18.4 (Waiver of defences), 18.5 (Immediate recourse), 18.6 (Appropriations), 18.7 (Deferral of Hedge Guarantors' rights) and 18.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Hedge Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

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SECTION 8REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19 REPRESENTATIONS

19.1 General

Each Obligor makes the representations and warranties set out in this Clause 19 (Representations) to each Finance Party on the date of this Agreement.

19.2 Status

(a) It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b) It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.

19.3 Share capital and ownership

(a) Each of Borrower A and Borrower B is authorised to issue 500 registered shares with a par value of $20 each, all of which shares have been issued fully paid.

(b) Borrower C is authorised to issue 500 registered and/or bearer shares without par value, all of which shares have been issued in registered form fully paid.

(c) The Guarantor is authorised to issue 1,000,000,000 registered shares of common stock with a par value of $0.01 each and 500,000,000 registered preferred shares with a par value of $0.01 each, of which 98,428,387 registered shares of common stock have been issued and are outstanding as at the date of the Deed of Accession, Amendment and Restatement.

(d) legal title to and beneficial interest in the shares in each Borrower is held free of any Security (other than Permitted Security) or any other claim by the Shareholder.

(e) Each Borrower is 100 per cent. owned directly or indirectly (but, if indirectly, only through the Shareholder), by the Guarantor (unless a Permitted Ultimate Beneficial Ownership Change has been effected in accordance with, and subject to, the terms of paragraph (f) of Clause 27.10 (Ownership of the Obligors and the Shareholder)).

(f) The ultimate beneficial ownership and control of at least 50.1 per cent. of the issued and outstanding common stock of the Guarantor (and the voting rights attaching to those shares) is held, directly or indirectly, by the Ultimate Beneficial Owner.

(g) None of the shares in a Borrower is subject to any option to purchase, pre-emption rights or similar rights.

19.4 Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

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19.5 Validity, effectiveness and ranking of Security

(a) Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b) No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c) The Transaction Security granted by it to the Security Agent or any other Creditor Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking security.

(d) No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

19.6 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) the constitutional documents of any Transaction Obligor; or

(c) any agreement or instrument binding upon it or any Transaction Obligor or any Transaction Obligor's assets or constitute a default or termination event (however described) under any such agreement or instrument.

19.7 Power and authority

(a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i) its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii) in the case of a Borrower, its registration of the Vessel owned by it under the relevant Approved Flag.

(b) No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

19.8 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

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(b) to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect.

19.9 Governing law and enforcement

(a) The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b) Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

19.10 Insolvency

No:

(a) corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or

(b) creditors' process described in Clause 27.9 (Creditors' process),

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 27.7 (Insolvency) applies to a member of the Group.

19.11 No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents.

19.12 Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

19.13 No default

(a) No Event of Default and, on the date of this Agreement and on the Drawdown Date, no Default is continuing or might reasonably be expected to result from the making of the Drawdown or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b) No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject.

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19.14 No misleading information

(a) Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b) The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c) Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

19.15 Financial Statements

(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b) Its Original Financial Statements give a true and fair view of its financial condition as at the end of the relevant financial year and results of operations during the relevant financial year (consolidated in the case of the Guarantor).

(c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Guarantor) since 31 December 2016.

(d) Its most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):

(i) have been prepared in accordance with Clause 20.4 (Requirements as to financial statements); and

(ii) give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Guarantor).

(e) Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial statements) there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).

19.16 Pari passu ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.17 No proceedings pending or threatened

(a) No material litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have been started or threatened against it or any other Transaction Obligor (in the case of an Approved Manager, in connection with a Vessel or a Borrower), other than as disclosed to the Facility Agent and the public filings of the Guarantor with the US Securities and Exchange Commission.

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(b) No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor (in the case of an Approved Manager, in connection with a Vessel or a Borrower).

19.18 Validity and completeness of the Transaction Documents

(a) Each of the Transaction Documents to which any Charterer and each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations of that Charterer and each Transaction Obligor.

(b) The copies of the Transaction Documents delivered to the Facility Agent before the date of this Agreement are true and complete copies.

(c) No amendments or additions to the Transaction Documents have been agreed nor has any Charterer or any Transaction Obligor waived any of its respective rights under the Transaction Documents.

19.19 Valuations

(a) All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

(b) It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(c) There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

19.20 No breach of laws

It has not (and no other Transaction Obligor has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

19.21 No Charter

Except as disclosed by the Borrowers to the Security Agent in writing on or before the date of this Agreement, no Vessel is subject to any Charter other than a Permitted Charter.

19.22 Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of each Vessel and the business of each Transaction Obligor (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

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19.23 No Environmental Claim

No Environmental Claim has been made or threatened against any Transaction Obligor or any Vessel.

19.24 No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

19.25 ISM and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, each Approved Manager and each Vessel have been complied with.

19.26 Taxes paid

(a) It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.

(b) No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.

19.27 Financial Indebtedness

(a) No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

(b) No Borrower has acquired or invested in any additional assets and/or investments other than its Vessel.

19.28 Overseas companies

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

19.29 Good title to assets

It and each other Transaction Obligor has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

19.30 Ownership

(a) Each Borrower is the sole legal and beneficial owner of all rights and interests which any Charter creates in favour of that Borrower.

(b) Each Borrower is the sole legal and beneficial owner of the Vessel owned by it, its Earnings and its Insurances.

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(c) With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.

(d) The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of a Borrower on creation or enforcement of the security conferred by the Security Documents.

19.31 Place of business

No Transaction Obligor has a place of business in the United Kingdom or the United States of America.

19.32 No employee or pension arrangements

No Transaction Obligor (other than an Approved Manager and the Guarantor) has any employees or any liabilities under any pension scheme.

19.33 Sanctions

(a) No Transaction Obligor:

(i) and no director or officer, or to the best of its knowledge employee, of a Transaction Obligor, is a Prohibited Person;

(ii) is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person; or

(iii) owns or controls a Prohibited Person.

(b) No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

19.34 US Tax Obligor

No Transaction Obligor is a US Tax Obligor.

19.35 Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Drawdown Request and the first day of each Interest Period.

20 INFORMATION UNDERTAKINGS

20.1 General

The undertakings in this Clause 20 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

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20.2 Financial statements

(a) Subject to paragraph (c) below, each Obligor shall supply to the Facility Agent in sufficient copies for all the Lenders:

(i) as soon as they become available, but in any event within 180 days after the end of each of its financial years (commencing with the financial year ended on 31 December 2017):

(A) the unaudited financial statements of each Borrower for that financial year; and

(B) the audited consolidated financial statements of the Guarantor for that financial year;

(ii) as soon as the same become available, but in any event within 90 days after the end of each half of each of its financial years (commencing with the financial half year ended on 31 December 2017), the unaudited financial statements of each Borrower for that financial half year; and

(iii) as soon as the same become available, but in any event within 90 days after the end of each quarter of each of its financial years (commencing with the financial quarter ended on 31 December 2017), the unaudited consolidated financial statements of the Guarantor for that financial quarter,

Provided that in the case of the unaudited financial statements to be provided by each Borrower under sub-paragraph (a)(i) above, such unaudited financial statements shall not be required in relation to a half year ending at the financial year end in addition to the audited financial statements to be provided by that Borrower under sub-paragraph (a)(i)(A) above.

(b) The financial statements required to be provided by the Obligors under paragraph (a) above shall include, or shall be supplemented by, updated details of all off balance sheets and time charter hire commitments.

(c) To the extent that the financial statements and other information required to be provided by each Obligor to the Facility Agent under paragraph (a) above are published on the internet by, or on behalf of such Obligor, such statements and information must be made immediately available to the Facility Agent and in any event within 5 Business Days of such publication.

20.3 Compliance Certificate

(a) The Guarantor shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraph (a)(i)(B) and paragraph (a)(iii) of Clause 20.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up and including, without limitation, valuations (at the cost of the Borrowers) in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel.

(b) Each Compliance Certificate shall be signed by an officer or any other authorised signatory of the Guarantor.

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20.4 Requirements as to financial statements

(a) Each set of financial statements delivered by an Obligor pursuant to Clause 20.2 (Financial statements) shall be certified by an officer or any other authorised signatory of the company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b) Each Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of that Obligor) deliver to the Facility Agent:

(i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

20.5 Information: miscellaneous

Each Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(a) upon the Facility Agent's request, all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched unless, in the case of the Guarantor, it is clear that such documents dispatched by the Guarantor are not considered material in the context of any Finance Document;

(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, or to the best of the Obligor's knowledge threatened or pending, against any Transaction Obligor or any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;

(c) promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any Transaction Obligor or any member of the Group and which might have a Material Adverse Effect;

(d) promptly, its constitutional documents where these have been amended or varied;

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(e) promptly, such further information and/or documents regarding:

(i) each Vessel, goods transported on each Vessel, its Earnings, its Insurances, the Shareholder or any other Transaction Obligor;

(ii) the Security Assets;

(iii) compliance of the Transaction Obligors with the terms of the Finance Documents; and

(iv) the financial condition, business and operations of any member of the Group, as any Finance Party (through the Facility Agent) may reasonably request; and

(f) promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority.

20.6 Notification of Default

(a) Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Facility Agent:

(i) of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor); and

(ii) promptly upon becoming aware of the same, of any breach of any Sanctions applicable to any Vessel, any Transaction Obligor or any party to any agreement relating to any Vessel.

(b) Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by an authorised signatory on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

20.7 Use of websites

(a) Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the "Website Lenders")which accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Facility Agent (the "Designated Website")if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the relevant Obligor and the Facility Agent.

If any Lender (a "Paper Form Lender")does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor

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shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent.

(c) An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Obligors shall comply with any such request within 10 Business Days.

20.8 "Know your customer" checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor) after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself

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or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing Party to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

21 FINANCIAL COVENANTS

21.1 Borrowers' minimum liquidity

Each Borrower shall ensure that, as from the Drawdown Date and at all times thereafter during the Security Period, an amount of not less than $1,000,000 (the "Minimum Liquidity Amount")shall:

(a) unless paragraph (b) below applies, be credited in its entirety to its Earnings Account; or

(b) where that Borrower has opened and elected to place funds on its Time Deposit Account, be credited in its entirety to that Borrower's Time Deposit Account.

The Minimum Liquidity Amount in respect of each Borrower shall be pledged in its Earnings Account or its Time Deposit Account pursuant to the relevant Account Security and shall remain blocked and may not be withdrawn.

21.2 Guarantor's financial covenants

The Guarantor shall ensure that at all times during the Security Period the following covenants shall be complied with:

(a) the Working Capital shall be greater than zero;

(b) it has Cash and Cash Equivalents of the Guarantor (on a consolidated basis) of at least $15,000,000; and

(c) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets shall be less than 50 per cent.

In this Clause 21.2 (Guarantor's financial covenants):

"Cash and Cash Equivalents" means, at any relevant time, the aggregate of:

(a) cash in hand or on deposit with any bank;

(b) Marketable Securities valued at their then published market value rates owned by the members of the Group at that date; and

(c) any other instrument, security or investment approved by the Majority Lenders,

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(d) which are free from any Security and/or restrictions and to which any member of the Group is beneficially entitled at that time and which are readily available to the members of the Group and capable of being applied against Financial Indebtedness, but also including any cash deposit which is blocked and/or otherwise restricted and/or subject to a Security if the sole purpose of such deposit and/or restriction and/or Security is the maintenance of a minimum liquidity covenant under borrowing arrangements of any member of the Group, as demonstrated by the then most recent Financial Statements.

"Current Assets" means, in respect of any Relevant Period, the amount of the current assets of the Guarantor and the members of the Group (on a consolidated basis) as shown in the Latest Financial Statements.

"Current Liabilities" means, in respect of any Relevant Period, the amount of the current liabilities of the Guarantor and the members of the Group (on a consolidated basis) (as shown in the Latest Financial Statements) less the current liabilities maturing after six (6) months of the relevant Testing Date, as shown in the Latest Financial Statements.

"Fleet Vessels" means all vessels (including the Vessels) from time to time directly or indirectly owned by the Guarantor (each, a "Fleet Vessel").

"Latest Financial Statements" means the financial statements of the Guarantor which are required to be delivered pursuant to Clause 20.2 (Financial statements) relating to a period ending on a Testing Date.

"Market Value Adjusted Total Assets" means, in respect of any Relevant Period, Total Assets adjusted to reflect the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels.

"Marketable Securities" means any bonds, stocks, notes or bills payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Facility Agent.

"Net Market Value Adjusted Total Assets" means, in respect of any Relevant Period, Market Value Adjusted Total Assets less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

"Relevant Period" means each period of three months ending on 31 March, 30 June, 30 September and 31 December in each financial year of the Guarantor.

"Testing Date" means the last date of any quarterly period at the end of which the financial statements of the Guarantor that are required to be delivered pursuant to paragraph (a) of Clause 20.2 (Financial statements) are prepared.

"Total Assets" means, in respect of any Relevant Period, the aggregate book value of all current assets, fixed assets, and other assets and restricted cash of the Guarantor on a consolidated basis as shown in the Latest Financial Statements but excluding any assets held on trust.

"Total Liabilities" means, in respect of any Relevant Period, the aggregate book value of all liabilities of the Guarantor at any time on a consolidated basis as shown in the Latest Financial Statements.

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"Total Net Liabilities" means, in respect of any Relevant Period, Total Liabilities less Cash and Cash Equivalents, each as shown in the Latest Financial Statements.

"Working Capital" means, in respect of any Relevant Period, Current Assets less Current Liabilities.

21.3 Testing

The financial covenants set out in Clause 21.2 (Guarantor's financial covenants) shall be calculated as per each Testing Date in accordance with GAAP and tested by reference to each of the financial statements of the Guarantor delivered pursuant to paragraphs (a)(i)(B) or (a)(iii) of Clause 20.2 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 20.3 (Compliance Certificate).

22 GENERAL UNDERTAKINGS

22.1 General

The undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (such permission not to be unreasonably withheld in the case of Clause 22.12 in relation to an Approved Manager).

22.2 Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the applicable Approved Flag at any time of each Vessel to enable it to:

(i) perform its obligations under the Transaction Documents to which it is a party;

(ii) ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction and in the state of the Approved Flag at any time of each Vessel or any Transaction Document to which it is a party; and

(iii) own and operate the relevant Vessel (in the case of a Borrower).

22.3 Compliance with laws

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

22.4 Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will:

(a) comply with all Environmental Laws;

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(b) obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c) implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

22.5 Environmental claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, (through the Guarantor), promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a) any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

22.6 Taxation

(a) Each Obligor shall, and shall procure that each other Transaction Obligor (other than an Approved Manager) will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i) such payment is being contested in good faith;

(ii) adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 20.2 (Financial statements); and

(iii) such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

(b) No Obligor shall, and the Obligors shall procure that no other Transaction Obligor (other than an Approved Manager) will, change its residence for Tax purposes.

22.7 Overseas companies

Each Obligor shall, and shall procure that each other Transaction Obligor (other than an Approved Manager) will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

22.8 Pari passu ranking

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims

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of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

22.9 Title

(a) Each Borrower shall hold the legal title to, and own the entire beneficial interest in:

(i) the Vessel owned by it, its Earnings and its Insurances; and

(ii) with effect on and from its creation or intended creation, any other assets the subject of any Transaction Security created or intended to be created by that Borrower.

(b) The Guarantor shall hold the legal title to, and own the entire beneficial interest in, with effect on and from its creation or intended creation, any assets the subject of any Transaction Security created or intended to be created by the Guarantor.

22.10 Negative pledge

(a) No Borrower shall, and the Obligors shall procure that the Shareholder will not, create or permit to subsist any Security over any of its assets (which are, in the case of the Shareholder, the subject of the Security created or intended to be created by the Finance Documents).

(b) No Borrower shall:

(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor;

(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii) enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c) Paragraphs (a) and (b) above do not apply to any Permitted Security.

22.11 Disposals

Subject to Clause 24.17 (Restrictions on chartering, appointment of managers etc.), no Borrower shall, and the Obligors shall procure that the Shareholder will not, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Vessel, its Earnings or its Insurances) which is, in the case of the Shareholder, the subject of the Security created or intended to be created by the Finance Documents.

22.12 Merger

No Obligor shall and the Obligors shall procure that no other Transaction Obligor will enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction (except in the case of a reorganisation of a Borrower arising in connection with a Permitted Ultimate

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Beneficial Ownership Change and subject to paragraph (f) of Clause 27.10 (Ownership of the Obligors and the Shareholder)).

22.13 Change of business

(a) The Guarantor shall procure that no substantial change is made to the general nature of the business of the Guarantor or the Group from that carried on at the date of this Agreement.

(b) No Borrower shall engage in any business other than the ownership and operation of its Vessel.

22.14 Financial Indebtedness

No Borrower shall incur or permit to be outstanding any Financial Indebtedness except (i) Permitted Financial Indebtedness and (ii) Financial Indebtedness owed to trade creditors of that Borrower in the ordinary course of its business in relation to the trading and operation of its Vessel.

22.15 Expenditure

No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Vessel.

22.16 Share capital

(a) No Borrower shall:

(i) purchase, cancel or redeem any of its share capital;

(ii) increase or reduce its authorised share capital;

(iii) issue any further shares except to the Shareholder and provided such new shares are in registered form and made subject to the terms of the relevant Shares Security immediately upon the issue of such new shares in a manner satisfactory to the Facility Agent and the terms of the relevant Shares Security are complied with;

(iv) appoint any further director or officer of that Borrower (unless the provisions of the relevant Shares Security are complied with); or

(v) convert any of its shares into bearer form.

(b) The Guarantor shall ensure that none of the shares in a Borrower or the Shareholder are converted into, or issued in, bearer form.

22.17 Dividends

(a) No Obligor shall make or pay any dividend or other distribution (in cash or in kind) in respect of its share capital following the occurrence of an Event of Default which is continuing or where the making or payment of such dividend or distribution would result in the occurrence of an Event of Default.

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22.18 People of significant control regime

Each Obligor shall (and the Guarantor shall ensure that each other Transaction Obligor will):

(a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United Kingdom whose shares are the subject of the Transaction Security; and

(b) promptly provide the Security Agent with a copy of that notice.

22.19 Accounts

No Borrower shall open or maintain any account with any bank or financial institution except its Accounts.

22.20 Other transactions

No Borrower shall:

(a) be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;

(b) give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which a Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents other than the incurrence of liabilities to trade creditors in the ordinary course of its business in relation to the trading and operation of its Vessel.

(c) enter into any material agreement other than:

(i) the Transaction Documents;

(ii) any other agreement expressly allowed under any other term of this Agreement; and

(d) enter into any transaction on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length; or

(e) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.

22.21 Unlawfulness, invalidity and ranking; Security imperilled

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a) make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;

(b) cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;

(c) cause any Transaction Document to cease to be in full force and effect;

(d) cause any Transaction Security to rank after, or lose its priority to, any other Security; and

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(e) imperil or jeopardise the Transaction Security.

22.22 Separate corporate existence

Each Borrower shall maintain separate corporate existence and identity, shall keep separate records, books and accounts and shall not co-mingle its assets nor become a member of a VAT Group.

22.23 Accounting reference date

No Obligor shall change its year end accounting reference date.

22.24 Securitisation

Each Obligor shall, and the Obligors shall procure that each other Transaction Obligor (other than an Approved Manager) will, assist the Facility Agent and/or any Lender in achieving a successful securitisation (or similar transaction) in respect of the Facility and the Finance Documents and such Transaction Obligor's reasonable costs for providing such assistance shall be met by the relevant Lender. Each Borrower, if requested by the Facility Agent, shall provide documentation evidencing the purchase price of the Vessel owned by it when acquired by that Borrower.

22.25 Constitutional documents

Without prejudice to Clause 22.16 (Share capital) and the terms of any Shares Security, no Obligor shall allow any amendment or variation to its constitutional documents unless such amendment or variation would clearly be immaterial to this Agreement and the other Finance Documents.

22.26 Further assurance

(a) Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

(i) to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of any of the Creditor Parties provided by or pursuant to the Finance Documents or by law;

(ii) to confer on the Security Agent or confer on the Creditor Parties Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

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(iii) to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

(iv) to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b) Each Obligor shall, and shall procure that each other Transaction Obligor will take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Creditor Parties by or pursuant to the Finance Documents.

(c) At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause 22.26 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent a certificate signed by an officer of that Obligor or that Transaction Obligor which shall:

(i) set out the text of a resolution of that Obligor's or Transaction Obligor's directors specifically authorising the execution of the document specified by the Security Agent; and

(ii) state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors and is valid under that Obligor's or Transaction Obligor's articles of incorporation, articles of association or other constitutional documents.

22.27 Charterparty Assignment

Upon a Borrower entering into an Assignable Charter, it shall enter into a Charterparty Assignment in respect of that Assignable Charter and shall procure that all relevant documents pursuant to that Charterparty Assignment in the agreed form are (and shall use its best endeavours to procure that the Charterer's acknowledgement to that Charterparty Assignment is) delivered to the Facility Agent in a form satisfactory to it and any supporting legal opinions as may be required by it.

22.28 Subordination

Each Obligor shall ensure that any loans to any Borrower, any sums owed to any Approved Manager in connection with any Borrower and/or any Ship, any claims of the Guarantor against any Borrower and any intra-group debt are fully subordinated to the Secured Liabilities.

23 INSURANCE  UNDERTAKINGS

23.1 General

The undertakings in this Clause 23 (Insurance Undertakings) remain in force on and from the Drawdown Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

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23.2 Maintenance of obligatory insurances

Each Borrower shall keep the Vessel owned by it insured at its expense against:

(a) hull and machinery plus freight interest and hull interest and/or increased value and any other usual marine risks (including excess risks);

(b) war risks (including the London Blocking and Trapping addendum or its equivalent);

(c) protection and indemnity risks (including liability for oil pollution for an amount of no less than $1,000,000,000 and excess war risk P&I cover) on standard Club Rules, covered by a Protection and Indemnity association which is a member of the International Group of Protection and Indemnity Associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover);

(d) freight, demurrage and defence; and

(e) any other risks against which the Facility Agent acting on the instructions of the Majority Lenders considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for the Borrowers to insure and which are specified by the Facility Agent by notice to the Borrowers.

23.3 Terms of obligatory insurances

Each Borrower shall effect such insurances in respect of the Vessel owned by it:

(a) in dollars;

(b) in the case of hull and machinery and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:

(i) an amount which, when aggregated with the amounts for which the other Mortgaged Vessels are insured for such risks, equals 120 per cent. of the aggregate of (A) the Loan and (B) the Hedging Close Out Liabilities; and

(ii) the Market Value of that Vessel;

(c) in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market but such amount shall not be less than $1,000,000,000;

(d) in the case of protection and indemnity risks, in respect of the full tonnage of its Vessel;

(e) in the case of the hull and machinery insurance, on the basis that the deductible is not higher than the Major Casualty figure;

(f) in the case where a Vessel is insured on a fleet policy, on the basis that each vessel insured on that fleet policy is deemed to be insured on an individual basis;

(g) on approved terms; and

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(h) through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

23.4 Further protections for the Finance Parties

In addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:

(a) name that Borrower as the sole named insured unless the interest of every other named insured is limited:

(i) in respect of any obligatory insurances for hull and machinery and war risks;

(A) to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B) to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii) in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;

and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between that Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b) name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;

(c) provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made without set off, counterclaim or deductions or condition whatsoever;

(d) provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(e) provide that the Security Agent may make proof of loss if that Borrower fails to do so.

23.5 Renewal of obligatory insurances

Each Borrower shall:

(a) at least 10 days before the expiry of any obligatory insurance effected by it:

(i) notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which that Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and

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(ii) obtain the Facility Agents' approval to the matters referred to in sub-paragraph (i) of paragraph (a) above;

(b) at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent's approval pursuant to paragraph (a) above; and

(c) procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal.

23.6 Copies of policies; letters of undertaking

Each Borrower shall ensure that the Approved Brokers provide the Security Agent with:

(a) (b) proforma copies of all policies relating to the obligatory insurances which they are to effect or renew; and
a letter or letters or undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that:

(i) they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 23.4 (Further protections for the Finance Parties);

(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii) they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

(iv) they will, if they have not received notice of renewal instructions from that Borrower or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;

(v) if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi) they will not set off against any sum recoverable in respect of a claim relating to the Vessel owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of other vessels under the fleet cover to which that Vessel relates or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts in relation to other vessels under the fleet cover and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts in relation to other vessels under that fleet cover and will arrange for a separate policy to be issued in respect of that Vessel forthwith upon being so requested by the Security Agent; and

(vii) they will arrange for a separate policy to be issued in respect of the Vessel owned by that Borrower forthwith upon being so requested by the Facility Agent.

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23.7 Copies of certificates of entry

Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Vessel owned by it is entered provide the Security Agent with:

(a) the certificate of entry for that Vessel;

(b) a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and

(c) each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Vessel.

23.8 Deposit of original policies

Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.

23.9 Payment of premiums

Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

23.10 Guarantees

Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

23.11 Compliance with terms of insurances

(a) No Borrower shall do or omit to do (or permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.

(b) Without limiting paragraph (a) above, each Borrower shall:

(i) take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 23.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;

(ii) not make any changes relating to the classification or classification society or manager or operator of the Vessel owned by it approved by the underwriters of the obligatory insurances without obtaining the prior consent of the insurers;

(iii) make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel owned by it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

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(iv) not employ the Vessel owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

23.12 Alteration to terms of insurances

No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

23.13 Settlement of claims

Each Borrower shall:

(a) not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b) do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

23.14 Provision of copies of communications

Each Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications between that Borrower and:

(a) the Approved Brokers;

(b) the approved protection and indemnity and/or war risks associations; and

(c) the approved insurance companies and/or underwriters,

which relate directly or indirectly to:

(i) that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii) any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.

23.15 Provision of information

Each Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests for the purpose of:

(a) obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b) effecting, maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee's interest, additional perils and mortgagee's rights insurances) or dealing with or considering any matters relating to any such insurances,

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and the Borrowers shall, forthwith upon demand, indemnify the Facility Agent in respect of all fees and other expenses incurred by or for the account of the Facility Agent in connection with any such report as is referred to in paragraph (a) above.

23.16 Mortgagee's interest, additional perils and mortgagee's rights insurances

The Security Agent shall be entitled from time to time to effect, maintain and renew:

(a) a mortgagee's interest insurance in an amount of not less than 120 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out Liabilities;

(b) a mortgagee's interest additional perils insurance in an amount of not less than 120 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out Liabilities;

(c) if applicable, a mortgagee's rights insurance in an amount of not less than 110 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out Liabilities,

and the Borrowers shall upon demand fully indemnify the Finance Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

24 POST-DELIVERY VESSEL UNDERTAKINGS

24.1 General

The undertakings in this Clause 24 (Post-Delivery Vessel Undertakings) remain in force on and from the Drawdown Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

24.2 Vessel's names and registration

Each Borrower shall, in respect of the Vessel owned by it:

(a) keep that Vessel registered in its name under the relevant Approved Flag from time to time at its port of registration;

(b) not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled; and

(c) not change the name of that Vessel.

24.3 Repair and classification

Each Borrower shall keep the Vessel owned by it in a good and safe condition and state of repair:

(a) consistent with first class ship ownership and management practice; and

(b) so as to maintain that Vessel's Approved Classification free of overdue recommendations and conditions.

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24.4 Modifications

No Borrower shall make any modification or repairs to, or replacement of, any Vessel or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Vessel or materially reduce its value.

24.5 Removal and installation of parts

(a) Subject to paragraph (b) below, no Borrower shall remove any material part of the Vessel owned by it, or any item of equipment installed on that Vessel unless:

(i) the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;

(ii) the replacement part or item is free from any Security in favour of any person other than the Security Agent; and

(iii) the replacement part or item becomes, on installation on that Vessel, the property of that Borrower and subject to the security constituted by the Mortgage and, where applicable, the Deed of Covenant in respect of that Vessel.

(b) A Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel owned by that Borrower.

24.6 Surveys

Each Borrower shall submit the Vessel owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.

24.7 Inspection

(a) Each Borrower shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Vessel owned by it at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

(b) The cost of all inspections under this Clause 24.7 (Inspection) shall be for the account of the Borrowers Provided that if no Event of Default has occurred and the relevant Vessel is found to be in a condition satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) in all respects, the Borrowers shall not have to pay for more than one inspection in respect of that Vessel in each calendar year.

24.8 Prevention of and release from arrest

(a) Each Borrower shall, in respect of the Vessel owned by it, promptly discharge:

(i) all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Vessel, its Earnings or its Insurances;

(ii) all Taxes, dues and other amounts charged in respect of that Vessel, its Earnings or its Insurances; and

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(iii) all other outgoings whatsoever in respect of that Vessel, its Earnings or its Insurances.

(b) Each Borrower shall immediately upon receiving notice of the arrest of the Vessel owned by it or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

24.9 Compliance with laws etc.

Each Borrower shall:

(a) comply, or procure compliance with all laws or regulations:

(i) relating to its business generally; and

(ii) relating to the Vessel owned by it, its ownership, employment, operation, management and registration,

including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the relevant Approved Flag;

(b) obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals;

(c) without limiting paragraph (a) above, not employ the Vessel owned by it nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions; and

(d) not appoint any manager or agent to manage the Vessel owned by it unless such party undertakes to procure that any agreement entered into relating to the management, employment or operation of that Vessel contains a clause in which the counterparty undertakes to comply with all Sanctions.

24.10 ISPS Code

Without limiting paragraph (a) of Clause 24.9 (Compliance with laws etc.), each Borrower shall:

(a) procure that the Vessel owned by it and the company responsible for that Vessel's compliance with the ISPS Code comply with the ISPS Code; and

(b) maintain an ISSC and an IAPPC for that Vessel; and

(c) notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.

24.11 Green scrapping

(a) Each Borrower shall use reasonable endeavours (including the implementation of internal policies) to ensure that any scrapping of the Vessel owned by it is carried out in accordance with the IMO Convention for the Safe and Environmentally Sound Recycling of Ships.

(b) Each Borrower shall use reasonable endeavours to obtain (in its first survey) and to maintain (in subsequent surveys) a green passport notification (based on the inventory of hazardous materials) for the Vessel owned by it from the relevant Approved Classification Society.

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24.12 Sanctions and Vessel trading

Without limiting Clause 24.9 (Compliance with laws etc.), each Borrower shall procure:

(a) that the Vessel owned by it shall not be used by or for the benefit of a Prohibited Person;

(b) that the Vessel owned by it shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Transaction Obligor); and

(c) that the Vessel owned by it shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.

24.13 Trading in war zones

In the event of hostilities in any part of the world (whether war is declared or not), no Borrower shall cause or permit any Vessel to enter or trade to any zone which is declared a war zone by any government or by that Vessel's war risks insurers unless:

(a) the prior written consent of that Vessel's war risks insurers has been obtained and prior written notice has been given by the Borrowers to the Facility Agent; and

(b) that Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Agent acting on the instructions of the Majority Lenders may require.

24.14 Monitoring

(a) Each Borrower shall (or shall procure that the relevant Approved Technical Manager shall) allow the Security Agent (or its agents), at any time and from time to time, to access all information pertaining to the Vessel owned by it (including the movement of that Vessel) using any and all available means.

(b) All costs incurred by the Security Agent (and any of its agents) under paragraph (a) of Clause 24.14 (Monitoring) above shall be for the account of the Lenders.

24.15 Provision of information

Without prejudice to Clause 20.5 (Information: miscellaneous) each Borrower shall, in respect of the Vessel owned by it, promptly provide the Facility Agent with any information which it requests regarding:

(a) that Vessel, its employment, position and engagements;

(b) its Earnings and payments and amounts due to its master and crew;

(c) any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Vessel and any payments made by it in respect of that Vessel;

(d) any towages and salvages; and

(e) its compliance, each Approved Manager's compliance and the compliance of that Vessel with the ISM Code and the ISPS Code,

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and, upon the Facility Agent's request, each Borrower shall promptly provide copies of class records, any inspection reports obtained for the Vessel owned by it, any current Charter relating to that Vessel, any current guarantee of any such Charter, that Vessel's Safety Management Certificate and any relevant Document of Compliance.

24.16 Notification of certain events

Each Borrower shall, in respect of the Vessel owned by it, immediately notify the Facility Agent in writing, of:

(a) any casualty to that Vessel which is or is likely to be or to become a Major Casualty;

(b) any occurrence as a result of which that Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c) any requisition of that Vessel for hire;

(d) any requirement or recommendation made in relation to that Vessel by any insurer or classification society or by any competent authority which is not immediately complied with;

(e) any arrest or detention of that Vessel, any exercise or purported exercise of any lien on that Vessel or the Earnings;

(f) any intended dry docking of that Vessel;

(g) any Environmental Claim made against that Borrower or in connection with that Vessel, or any Environmental Incident;

(h) any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection with that Vessel; or

(i) any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

and that Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to that Borrower's, any such Approved Manager's or any other person's response to any of those events or matters.

24.17 Restrictions on chartering, appointment of managers etc.

No Borrower shall, in relation to the Vessel owned by it:

(a) let that Vessel on demise charter for any period;

(b) enter into any time, voyage or consecutive voyage charter in respect of that Vessel other than a Permitted Charter;

(c) change, cancel or terminate any Assignable Charter or any Charter Guarantee in respect of such Assignable Charter;

(d) change, cancel or terminate a Management Agreement;

(e) appoint a manager of that Vessel other than an Approved Manager or agree to any alteration to the terms of an Approved Manager's appointment;

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(f) de activate or lay up that Vessel; or

(g) put that Vessel into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on that Vessel or its Earnings for the cost of such work or for any other reason.

24.18 Notice of Mortgage

Each Borrower shall keep the relevant Mortgage registered against the Vessel owned by it as a valid first priority or preferred (as the case may be) mortgage, carry on board that Vessel a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that Vessel a framed printed notice stating that that Vessel is mortgaged by that Borrower to the Security Agent.

24.19 Sharing of Earnings

No Borrower shall enter into any agreement or arrangement for the sharing of any Earnings.

24.20 Nuclear materials

No Borrower shall permit the Vessel owned by it to carry any nuclear material or any nuclear waste.

24.21 Notification of compliance

Each Borrower shall promptly provide the Facility Agent, upon the Facility Agent's request, from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 24 (Post-Delivery Vessel Undertakings).

25 SECURITY COVER

25.1 Minimum required security cover

Clause 25.2 (Provision of additional security; prepayment) applies if the Facility Agent notifies the Borrowers that:

(a) the aggregate Market Value of the Mortgaged Vessels; plus

(b) the net realisable value of additional Security previously provided under this Clause 25.1 (Minimum required security cover),

is below 130 per cent. of the aggregate of (i) the Loan and (ii) the Hedging Close Out Liabilities.

25.2 Provision of additional security; prepayment

(a) If the Facility Agent serves a notice on the Borrowers under Clause 25.1 (Minimum required security cover), the Borrowers shall, on or before the date falling one Month after the date on which the Facility Agent's notice is served (the "Prepayment Date"), prepay such part of the Loan as shall eliminate the shortfall.

(b) The Borrowers may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that the Guarantor or a third party has provided, additional security (in the

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form of cash or otherwise) which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:

(i) has a net realisable value at least equal to the shortfall; and

(ii) is documented in such terms as the Facility Agent may approve or require,

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

25.3 Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

25.4 Valuations binding

Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards each Borrower.

25.5 Provision of information

(a) Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 25 (Security Cover) with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation.

(b) If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent.

25.6 Prepayment mechanism

Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan).

25.7 Provision of valuations

(a) The Facility Agent shall be entitled to test the security requirements under Clause 25.1 (Minimum required security cover) by reference to valuations in respect of each Vessel from the required number of Approved Valuers semi-annually and in the case of a sale, arrest or Total Loss of a Vessel pursuant to Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), and on dates to be selected by the Facility Agent.

(b) The Facility Agent shall at the request of the Lenders additionally be entitled to test the security cover requirement under Clause 25.1 (Minimum required security cover) by reference to a valuation in respect of each Vessel from the required number of Approved Valuers at any time and each such valuation shall be at the expense of the Lenders except where the Borrowers are by means of such valuation(s) shown to be in breach of Clause 25.1 (Minimum required security cover).

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(c) Subject to paragraph (d) below, the Market Value of any Vessel shall be determined by reference to one valuation of that Vessel as given by an Approved Valuer selected and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent.

(d) If requested by the Borrowers in relation to paragraph (c) above, a second Approved Valuer shall be selected by the Borrowers and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent, and the Market Value of that Vessel shall be the arithmetic average of the two valuations.

(e) If one such valuation in respect of a Vessel obtained pursuant to paragraphs (c) and (d) above differs by at least 10 per cent. from the other valuation, then a third valuation for that Vessel shall be obtained from an Approved Valuer selected by the Borrowers and appointed by the Facility Agent and such valuation shall be addressed to the Facility Agent, and the Market Value of that Vessel shall be the arithmetic average of all three such valuations.

(f) The Facility Agent may at any time after a Default has occurred and is continuing obtain valuations of any Vessel and any other vessel over which additional security has been created in accordance with Clause 25.2 (Provision of additional security; prepayment) from Approved Valuers to enable the Facility Agent to determine the Market Value of that Vessel and any other vessel.

(g) The valuations referred to in paragraph (a), (b), (c), (d), (e) and (f) above and the valuations required to determine the Market Value of the Fleet Vessels at all required times (starting from the Drawdown Date) pursuant to Clause 21.2 (Guarantor's financial covenants), shall be obtained at the cost and expense of the Borrowers (except where specified in paragraph (b) above) (in addition to any set of valuations required in respect of each Vessel for the purposes of Drawdown) and the Borrowers shall within three Business Days of demand by the Facility Agent pay to the Facility Agent all costs and expenses incurred by it in obtaining any such valuations.

26 ACCOUNTS, APPLICATION OF EARNINGS AND HEDGE RECEIPTS

26.1 Account bank

Subject to Clause 26.9 (Location of Accounts), each Account must be held with the Account Bank.

26.2 Accounts

(a) Each Borrower must operate each of its Accounts in accordance with this Clause 26 (Accounts, Application of Earnings and Hedge Receipts) and the provisions of the Account Security.

(b) Account Security must be provided in respect of any Account opened after the date of this Agreement.

26.3 Payments into the Time Deposit Accounts

Upon opening each Time Deposit Account and the execution of Account Security in relation to such Account, each Borrower may, provided that there is no Event of Default which is continuing, transfer the Minimum Liquidity Amount in respect of that Borrower from its Earnings Account to its Time Deposit Account.

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26.4 Payments out of the Time Deposit Accounts

(a) The Security Agent shall instruct the Account Bank to transfer any amount standing to the credit of a Time Deposit Account:

(i) on expiry of the term of the deposit on that Time Deposit Account, at the Borrowers' request, in accordance with the provisions of the Account Bank's Terms and Conditions; or

(ii) at any time (subject to the payment of any break costs payable in accordance with the terms of the deposit), to meet any Borrower's prepayment obligations under any of Clauses 7.1(Ilegality) or 7.4 (Mandatory prepayment on sale, arrest or Total Loss),

Provided that in each case:

(A) there is no Event of Default which is continuing; and

(B) no breach of Clause 21.1 (Borrowers' minimum liquidity) has occurred or will occur as a result of such transfer.

(b) Where no transfer can be made as a result of the proviso under paragraph (a) above, interest shall be payable on the amount then standing to the credit of the relevant Time Deposit Account at the Account Bank's discretion and in accordance with market standard conditions at that time.

In the event of any conflict between the provisions of the Terms and Conditions and this Agreement, this Agreement shall prevail.

26.5 Payment of Earnings

Each Borrower shall ensure that:

(a) subject only to the provisions of the relevant General Assignment, all the Earnings in respect of the Vessel owned by it are paid in to its Earnings Account; and

(b) all Hedge Receipts in relation to that Borrower are paid in to its Earnings Account.

26.6 Application of Earnings

The Borrowers shall transfer from the Earnings Accounts to the Facility Agent:

(a) on each Repayment Date, the amount of the Repayment Instalment then due on the Repayment Date; and

(b) on the last day of each Interest Period, the amount of interest then due on that date; and

(c) on any day on which an amount is otherwise due from any Borrower under a Finance Document, an amount necessary to meet that due amount,

and each Borrower irrevocably authorizes and instructs:

(i) the Account Bank to make those transfers in accordance with the instructions of the Facility Agent (copied to the Security Agent, who, as security taker under the Account

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Security, agrees for itself and on behalf of the other pledgees that such transfers may be made);

(ii) the Facility Agent to apply the transferred amounts in payment of the relevant Repayment Instalment, interest amount or other amount due.

26.7 Shortfall in Earnings

(a) If the credit balance on the Earnings Accounts is insufficient for the required amount to be transferred under Clause 26.6 (Application of Earnings), the Borrowers shall make up the amount of the insufficiency.

(b) The Borrowers may not make up all or any part of the insufficiency by utilising the Minimum Liquidity Amount in any Earnings Account.

26.8 Application of funds

Until an Event of Default occurs, the Facility Agent shall on each Repayment Date and on each Interest Payment Date distribute to the Finance Parties in accordance with Clause 34.2 (Distributions by the Facility Agent) so much of the then balance on the Earnings Accounts as equals:

(a) the Repayment Instalment due on that Repayment Date; and

(b) the amount of interest payable on that Interest Payment Date,

in discharge of the Borrowers' liability for that Repayment Instalment or that interest.

26.9 Location of Accounts

Each Borrower shall promptly:

(a) comply with any requirement of the Facility Agent as to the location or relocation of the Accounts (or any of them); and

(b) execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) each Account.

26.10 Miscellaneous Accounts provisions

(a) No Finance Party is responsible or liable to any Transaction Obligor for:

(b) any non-payment of any liability of a Transaction Obligor which could be paid out of moneys standing to the credit of an Earnings Account; or

(c) any withdrawal wrongly made, if made in good faith.

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26.11 Withdrawals from Earnings Accounts

Subject to Clause 21.1 (Borrowers' minimum liquidity), Clause 26.6 (Application of Earnings) and Clause 26.7 (Shortfall in Earnings), a Borrower shall be entitled to withdraw any balance standing to the credit of its Earnings Account Provided that:

(a) each Borrower is in compliance with Clause 21.1 (Borrowers' minimum liquidity), Clause 26.6 (Application of Earnings) and Clause 26.7 (Shortfall in Earnings) at the relevant time; and

(b) no Event of Default has occurred and is continuing or would result from such withdrawal.

27 EVENTS OF DEFAULT

27.1 General

Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.18 (Acceleration) and Clause 27.19 (Enforcement of security).

27.2 Non-payment

A Transaction Obligor (other than an Approved Manager) does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within three Business Days of its due date.

27.3 Specific obligations

A breach occurs of Clause 4.5 (Waiver of conditions precedent), Clause 21 (Financial Covenants), Clause 22.9 (Title), Clause 22.10 (Negative pledge), Clause 22.21 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of obligatory insurances), Clause 24.9 (Compliance with laws etc.) in relation to Sanctions or Clause 25 (Security Cover).

27.4 Other obligations

(a) A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific obligations)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten Business Days of the Facility Agent giving notice to the Borrowers or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

27.5 Misrepresentation

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction

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Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

27.6 Cross default

(a) Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).

(d) Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 27.6 (Cross default) in respect of the Group taken as a whole (other than the Borrowers) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above in respect of the Group taken as a whole (other than the Borrowers) is less than $10,000,000 (or its equivalent in any other currency).

27.7 Insolvency

(a) A Transaction Obligor (other than an Approved Manager):

(i) is unable or admits inability to pay its debts as they fall due;

(ii) is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii) suspends or threatens to suspend making payments on any of its debts; or

(iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.

(b) The value of the assets of any Transaction Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c) A moratorium is declared in respect of any indebtedness of any Transaction Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

27.8 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or  reorganisation (by way of voluntary arrangement,

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scheme of arrangement or otherwise) of any Transaction Obligor (other than an Approved Manager);

(ii) a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor (other than an Approved Manager);

(iii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor (other than an Approved Manager) or any of its assets; or

(iv) enforcement of any Security over any assets of any Transaction Obligor (other than an Approved Manager),

or any analogous procedure or step is taken in any jurisdiction.

(b) Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

27.9 Creditors' process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (which is not an Approved Manager) (other than an arrest or detention of a Vessel in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss) shall apply) having in the case of the Guarantor an aggregate value in excess of $500,000 (or its equivalent in any other currency), and is not discharged within 14 days.

27.10 Ownership of the Obligors and the Shareholder

(a) A Borrower or the Shareholder is not or ceases to be a 100 per cent. directly or indirectly owned Subsidiary of the Guarantor.

(b) The Ultimate Beneficial Owner ceases to be the direct or indirect beneficial owner of at least 50.1 per cent. of the issued and outstanding common stock (and the ultimate voting rights attaching to such stock) of the Guarantor or ceases to control directly or indirectly the Guarantor.

(c) For the purpose of paragraph (b) above "control" means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i) cast, or control the casting of, more than 50.1 per cent. of the maximum number of votes that might be cast at a general meeting of the Guarantor; or

(ii) appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; or

(iii) give directions with respect to the operating and financial policies of the Guarantor with which the directors or other equivalent officers of the Guarantor are obliged to comply.

(d) The Ultimate Beneficial Owner ceases to be the chairman of the board of directors and/or the chief executive officer of the Guarantor.

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(e) Without the prior written consent of all the Lenders, the shares of the Guarantor cease to be listed on the Nasdaq Stock Market or another stock exchange acceptable to the Facility Agent (acting on the instructions of all the Lenders).

(f) No Event of Default under paragraph (a) above will occur if, in connection with a Permitted Ultimate Beneficial Ownership Change, the Ultimate Beneficial Owner becomes the ultimate, direct or indirect, legal and beneficial holder of 100 per cent. of the issued share capital of each Borrower, subject to:

(i) the Ultimate Beneficial Owner giving at least 30 days' prior written notice to the Facility Agent of its intention to make a Permitted Ultimate Beneficial Ownership Change, including full details of the entity wholly beneficially owned by the Ultimate Beneficial Owner which would become the new legal and direct owner of all the issued share capital of each Borrower in place of the Shareholder pursuant to the Permitted Ultimate Beneficial Ownership Change (the "New Shareholder");

(ii) the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) giving its written consent to such Permitted Ultimate Beneficial Ownership Change and approving the New Shareholder;

(iii) the Ultimate Beneficial Owner becoming the ultimate beneficial owner, and the New Shareholder becoming the legal and direct owner, of all of the issued share capital of each Borrower simultaneously;

(iv) the New Shareholder providing Security over the share capital of each Borrower in favour of the Security Agent in form and substance in all respects satisfactory to the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) on the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(v) the Transaction Obligors executing and delivering to the Facility Agent by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected, an agreement or deed in form and substance in all respects satisfactory to the Facility Agent (acting on the instructions of all the Lenders in their sole discretion) amending, supplementing and/or restating this Agreement and the other Finance Documents for the purpose of implementing any amendments which the Finance Parties may deed necessary in connection with the Permitted Ultimate Beneficial Ownership Change and paragraph (f) of this Clause 27.10 (Ownership of the Obligors and the Shareholder).

27.11 Unlawfulness, invalidity and ranking

(a) It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b) Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.

(c) Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.

(d) Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

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27.12 Security imperilled; flag instability

(a) Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

(b) The state of the Approved Flag of any Vessel is or becomes involved in hostilities or civil war or there is a seizure of power in such state by unconstitutional means, or any other event occurs in relation to that Vessel, the relevant Mortgage or its Approved Flag and in the reasonable opinion of the Facility Agent such event is likely to have a Material Adverse Effect unless the relevant Borrower, within 30 days of the occurrence of such event (or such longer period as may be agreed by the Facility Agent acting with the authorisation of the Lenders) re- registers that Vessel on an alternative flag approved pursuant to Clause 24.2 (Vessel's names and registration) and subject to:

(i) that Vessel remaining subject to Security created by a first priority or preferred ship mortgage on that Vessel and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority security) on substantially the same terms as the relevant Mortgage and if applicable, the relevant Deed of Covenant and on such other terms and in such other form as the Facility Agent, acting with the authorisation of the Lenders, shall reasonably approve or require; and

(ii) the execution of such other documentation amending and supplementing the Finance Documents, as the Facility Agent, acting with the authorisation of the Lenders, shall reasonably approve or require.

27.13 Cessation of business

Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

27.14 Expropriation

The authority or ability of any Transaction Obligor (other than an Approved Manager) to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor (other than an Approved Manager) or any of its assets (and the aggregate value of any such action in relation to the Guarantor being in excess of $1,000,000 (or its equivalent in any other currency)) other than:

(a) an arrest or detention of a Vessel (in which case paragraph (b) of Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss) shall apply);

(b) any Requisition; or

(c) an expropriation of a Vessel which is reversed within 30 days of its initial occurrence with the relevant Borrower having full and unrestricted control over, and possession of, that Vessel.

27.15 Repudiation and rescission of agreements

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security

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or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

27.16 Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened, or any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any Transaction Obligor (other than an Approved Manager) or any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

27.17 Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

27.18 Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrowers:

(a) cancel the Total Commitments, whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or

(c) declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders,

and the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security Agent may take any action referred to in Clause 27.19 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

27.19 Enforcement of security

On and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.18 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

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SECTION 9
 CHANGES TO PARTIES

28 CHANGES TO THE LENDERS

28.1 Assignments and transfers by the Lenders

Subject to this Clause 28 (Changes to the Lenders), a Lender (the "Existing Lender")may:

(a) assign any of its rights; or

(b) transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

28.2 Conditions of assignment or transfer

(a) The prior written consent of an Obligor is required for an assignment or transfer by an Existing Lender unless the assignment or transfer is:

(i) to another Lender or an Affiliate of a Lender;

(ii) if the Existing Lender is a fund, to a fund which is a Related Fund; or

(iii) made after the occurrence of an Event of Default,

in each of which cases no Obligor's consent will be required.

The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be unreasonably withheld or delayed. An Obligor shall be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by that Obligor within that time.

The consent of an Obligor to an assignment or transfer by an Existing Lender shall not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost).

(b) The consent of the Facility Agent is required for an assignment or transfer by an Existing Lender, such consent not to be unreasonably withheld.

(c) An assignment will only be effective on:

(i) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Creditor Parties as it would have been under if it were an Original Lender; and

(ii) performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

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(d) A transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer)

is complied with.

(e) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that:

(i) the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender; and

(ii) it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

28.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $10,000.

28.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii) the financial condition of any Transaction Obligor;

(iii) the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or

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(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties and the Creditor Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 28 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.

28.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate. Upon execution by the Facility Agent, the Security Agent shall also execute the Transfer Certificate.

(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the "Discharged Rights and Obligations");

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(ii) each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;

(iii) the Facility Agent, the Security Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arranger and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a "Lender".

28.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer)an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement. Upon execution by the Facility Agent, the Security Agent shall also execute the Assignment Agreement.

(b) The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c) Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:

(i) the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released from the obligations (the "Relevant Obligations")expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii) the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).

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28.7 Copy of Transfer Certificate or Assignment Agreement to Borrowers

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.

28.8 Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders), each Lender may, with the prior written consent of an Obligor (such consent not to be unreasonably withheld or delayed), at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

(iii) An Obligor shall be deemed to have given its consent to the creation of any charge, assignment or other Security referred to in this Clause 28.8 (Security over Lenders' rights), five Business Days after a Lender has requested it unless consent is expressly refused by that Obliger within that time.

28.9 Pro rata interest settlement

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 28.5 (Procedure for transfer) or any assignment pursuant to Clause 28.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts")and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(b) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

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(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 28.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

(c) In this Clause 28.9 (Pro rata interest settlement) references to "Interest Period" shall be construed to include a reference to any other period for accrual of fees.

29 CHANGES TO THE TRANSACTION OBLIGORS

29.1 Assignment or transfer by Transaction Obligors

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

29.2 Release of security

(a) If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

(i) the disposal is permitted by the terms of any Finance Document;

(ii) all the Lenders agree to the disposal;

(iii) the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

(iv) the disposal is being effected by enforcement of a Security Document,

the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

(b) If the Security Agent is satisfied that a release is allowed under this Clause 29.2 (Release of security) (at the request and expense of the Borrowers) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

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SECTION 10THE FINANCE PARTIES

30 THE FACILITY AGENT, THE ARRANGER AND THE REFERENCE BANKS

30.1 Appointment of the Facility Agent

(a) Each of the Arranger, the Lenders and the Hedge Counterparties appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arranger, the Lenders and the Hedge Counterparties authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2 Instructions

(a) The Facility Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b) The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d) Paragraph (a) above shall not apply:

(i) where a contrary indication appears in a Finance Document;

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(ii) where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e) If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 43 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

(g) The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h) Without prejudice to the remainder of this Clause 30.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

(i) The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

30.3 Duties of the Facility Agent

(a) The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(c) Without prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(e) If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) (g) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties. The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

30.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.

(b) Neither the Facility Agent nor the Arranger shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

30.6 Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 34.5 (Application of receipts; partial payments).

30.7 Business with the Group

The Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

30.8 Rights and discretions

(a) The Facility Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person:

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(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.2 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii) any notice or request made by any Borrower (other than the Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c) The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e) The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.

(g) Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do anything if it would or might, in

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its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.9 Responsibility for documentation

Neither the Facility Agent nor the Arranger is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c) any determination as to whether any information provided or to be provided to any Finance Party or Creditor Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

30.10 No duty to monitor

The Facility Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c) whether any other event specified in any Transaction Document has occurred.

30.11 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 34.11 (Disruption to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other

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agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv) without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference

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to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

30.12 Lenders' indemnity to the Facility Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

30.13 Resignation of the Facility Agent

(a) The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.

(b) Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders may appoint a successor Facility Agent.

(c) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.

(d) If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 30 (The Facility Agent, the Arranger and the Reference Banks) and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent's normal fee rates and those amendments will bind the Parties.

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(e) The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent) and this Clause 30 (The Facility Agent, the Arranger and the Reference Banks) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Borrowers.

(i) The consent of the Borrowers (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent.

(j) The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i) the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Facility Agent notifies the Borrowers and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.

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30.14 Confidentiality

(a) In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

30.15 Relationship with the other Finance Parties

(a) Subject to Clause 28.9 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Hedge Counterparty:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement.

(b) Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent.

(c) Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 37.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 37.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 37.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

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30.16 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d) the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

30.17 Facility Agent's management time

Any amount payable to the Facility Agent under Clause 14.4 (Indemnity to the Facility Agent), Clause 15 (Costs and Expenses) and Clause 30.12 (Lenders' indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).

30.18 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

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30.19 Reliance and engagement letters

Each Creditor Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

30.20 Full freedom to enter into transactions

Without prejudice to Clause 30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

(a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b) to deal in and enter into and arrange transactions relating to:

(i) any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii) any options or other derivatives in connection with such securities; and

(c) to provide advice or other services to the Borrowers or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

30.21 Role of Reference Banks

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Facility Agent.

(b) No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against

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that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 30.21 (Role of Reference Banks) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

30.22 Third Party Reference Banks

A Reference Bank which is not a Party may rely on Clause 30.21 (Role of Reference Banks), Clause 43.3 (Other exceptions) and Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

31 THE SECURITY AGENT

31.1 Trust

(a) The Security Agent declares that it holds the Security Property on trust for the Creditor Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 31 (The Security Agent) and the other provisions of the Finance Documents.

(b) Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

31.2 Parallel Debt (Covenant to pay the Security Agent)

(a) Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b) The Parallel Debt of an Obligor:

(i) shall become due and payable at the same time as its Corresponding Debt;

(ii) is independent and separate from, and without prejudice to, its Corresponding Debt.

(c) For the purposes of this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:

(i) is the independent and separate creditor of each Parallel Debt;

(ii) acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii) shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

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(d) The Parallel Debt of an Obligor shall be:

(i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

(ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor shall be:

(A) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged; and

(B) increased to the extent that its Parallel Debt has increased,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

(e) All amounts received or recovered by the Security Agent in connection with this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 34.5 (Application of receipts; partial payments).

(f) This Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.

31.3 Enforcement through Security Agent only

The Creditor Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

31.4 Instructions

(a) The Security Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by:

(A) all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b) The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what

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manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d) Paragraph (a) above shall not apply:

(i) where a contrary indication appears in a Finance Document;

(ii) where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;

(iii) in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant Creditor Parties.

(iv) in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:

(A) Clause 31.28 (Application of receipts upon enforcement);

(B) Clause 31.29 (Permitted Deductions); and

(C) Clause 31.30 (Prospective liabilities).

(e) If giving effect to instructions given by the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 43 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f) In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i) it has not received any instructions as to the exercise of that discretion; or

(ii) the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,

the Security Agent shall do so having regard to the interests of all the Creditor Parties.

(g) The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h) Without prejudice to the remainder of this Clause 31.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the

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exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(i) The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

31.5 Duties of the Security Agent

(a) The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b) The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.

(c) Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e) The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

31.6 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.

(b) The Security Agent shall not be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account.

31.7 Business with the Group

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

31.8 Rights and discretions

(a) The Security Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

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(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(C) if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii) rely on a certificate from any person:

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party.

(c) The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Creditor Parties) that:

(i) no Default has occurred;

(ii) any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii) any notice or request made by a Borrower (other than the Drawdown Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(d) The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(e) Without prejudice to the generality of paragraph (d) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(f) The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

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(g) The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i) be liable for any error of judgment made by any such person; or

(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct.

(h) Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.

(i) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j) Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

31.9 Responsibility for documentation

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; or

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c) any determination as to whether any information provided or to be provided to any Creditor Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

31.10 No duty to monitor

The Security Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

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(b) as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c) whether any other event specified in any Transaction Document has occurred.

31.11 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii) any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv) without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this Clause subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

(c) The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to

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comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Security Agent to carry out:

(i) any "know your customer" or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate, any liability of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

31.12 Lenders' indemnity to the Security Agent

(a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) in acting as Security Agent, Receiver or Delegate under the Finance Documents (unless the Security Agent, Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document).

(b) Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.

(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

31.13 Resignation of the Security Agent

(a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.

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(b) Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders may appoint a successor Security Agent.

(c) If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.

(d) The retiring Security Agent shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(e) The Security Agent's resignation notice shall only take effect upon:

(i) the appointment of a successor; and

(ii) the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

(f) Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 31.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 14.5 (Indemnity to the Security Agent) and this Clause 31 (The Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g) The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrowers.

(h) The consent of the Borrowers (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

31.14 Confidentiality

(a) In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

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(c) Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

31.15 Credit appraisal by the Finance Parties

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c) whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d) the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e) the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

31.16 Security Agent's management time

(a) Any amount payable to the Security Agent under Clause 14.5 (Indemnity to the Security Agent), Clause 15 (Costs and Expenses) and Clause 31.12 (Lenders' indemnity to the Security Agent) shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees).

(b) Without prejudice to paragraph (a) above, in the event of:

(i) a Default;

(ii) the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrowers agree to be of an

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exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

(iii) the Security Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances, the Borrowers shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below.

(c) If the Security Agent and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrowers or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.

31.17 Reliance and engagement letters

Each Creditor Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

31.18 No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a) require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor to any of the Security Assets;

(b) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(c) register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;

(d) take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or

(e) require any further assurance in relation to any Security Document.

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31.19 Insurance by Security Agent

(a) The Security Agent shall not be obliged:

(i) to insure any of the Security Assets;

(ii) to require any other person to maintain any insurance; or

(iii) to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b) Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.

31.20 Custodians and nominees

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

31.21 Delegation by the Security Agent

(a) Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b) That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Creditor Parties.

(c) No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.

31.22 Additional Security Agents

(a) The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i) if it considers that appointment to be in the interests of the Creditor Parties; or

(ii) for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

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(iii) for obtaining or enforcing any judgment in any jurisdiction,

and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.

(b) Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c) The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

31.23 Acceptance of title

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

31.24 Releases

Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Creditor Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

31.25 Winding up of trust

If the Security Agent, with the approval of the Facility Agent determines that:

(a) all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and

(b) no Creditor Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents,

then

(i) the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and

(ii) any Security Agent which has resigned pursuant to Clause 31.13 (Resignation of the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.

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31.26 Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

31.27 Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

31.28 Application of receipts upon enforcement

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 31.2 ((Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 31 (The Security Agent), the "Recoveries")shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 31 (The Security Agent)), in the following order of priority:

(a) in discharging any sums owing to the Security Agent (in its capacity as such) other than pursuant to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or any Receiver or Delegate;

(b) in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Creditor Parties, for application towards the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause 34.5 (Application of receipts; partial payments);

(c) if none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and

(d) the balance, if any, in payment or distribution to the relevant Transaction Obligor.

31.29 Permitted Deductions

(a) The Security Agent may, in its discretion:

(i) set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and

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(ii) pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

(b) For the purposes of sub-paragraph (i) of paragraph (a) above, if the Security Agent has become entitled to require a sum to be paid to it on demand, that sum shall be treated as due and payable, even if no demand has yet been served.

31.30 Prospective liabilities

Following acceleration, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 34.5 (Application of receipts; partial payments) in respect of:

(a) any sum to the Security Agent, any Receiver or any Delegate; and

(b) any part of the Secured Liabilities,

that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

31.31 Investment of proceeds

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 34.5 (Application of receipts; partial payments) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of this Clause 31.31 (Investment of proceeds).

31.32 Currency conversion

(a) For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.

(b) The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

31.33 Good discharge

(a) Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Creditor Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

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(b) The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

31.34 Amounts received by Obligors

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

31.35 Application and consideration

In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The Security Agent).

31.36 Full freedom to enter into transactions

Without prejudice to Clause 31.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(a) to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b) to deal in and enter into and arrange transactions relating to:

(i) any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii) any options or other derivatives in connection with such securities; and

(c) to provide advice or other services to the Borrowers or any person who is a party to, or referred to in, a Finance Document,

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

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32 CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

33 SHARING AMONG THE FINANCE PARTIES

33.1 Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party")receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 34 (Payment Mechanics) (a "Recovered Amount")and applies that amount to a payment due to it under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 34 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "Sharing Payment")equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 34.5 (Application of receipts; partial payments).

33.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties")in accordance with Clause 34.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

33.3 Recovering Finance Party's rights

On a distribution by the Facility Agent under Clause 33.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

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33.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount");and

(b) as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.

33.5 Exceptions

(a) This Clause 33 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11ADMINISTRATION

34 PAYMENT MECHANICS

34.1 Payments to the Facility Agent

(a) On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case, specifies.

34.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 34.3 (Distributions to a Transaction Obligor) and Clause 34.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrowers in the Drawdown Request.

34.3 Distributions to a Transaction Obligor

The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 35 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

34.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest

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on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c) If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrowers before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrowers:

(i) the Facility Agent shall notify the Borrowers of that Lender's identity and the Borrowers shall on demand refund it to the Facility Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrowers shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

34.5 Application of receipts; partial payments

(a) If the Facility Agent or the Security Agent (as applicable) receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in the following order:

(i) first,in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

(ii) secondly,in or towards payment pro rata of:

(A) any accrued interest and fees due but unpaid to the Lenders under this Agreement; and

(B) any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Hedge Counterparties under the Hedging Agreements;

(iii) thirdly,in or towards payment pro rata of:

(A) any principal due but unpaid to the Lenders under this Agreement; and

(B) any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties under the Hedging Agreements; and

(iv) fourthly,in or towards payment pro rata of any other sum due to any Finance Party but unpaid under the Finance Documents.

(b) The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties, vary, or instruct the Security Agent to vary (as applicable), the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor.

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34.6 No set-off by Transaction Obligors

(a) All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(b) Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

34.7 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

34.8 Currency of account

(a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

34.9 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrowers); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

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34.10 Currency Conversion

(a) For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange.

(b) The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

34.11 Disruption to Payment Systems etc.

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrowers that a Disruption Event has occurred:

(a) the Facility Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 43 (Amendments and Waivers);

(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 34.11 (Disruption to Payment Systems etc.); and

(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

35 SET-OFF

A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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36 BAIL-IN

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a) any Bail-In Action in relation to any such liability, including (without limitation):

(i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii) a cancellation of any such liability; and

(b) a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

37 NOTICES

37.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

37.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a) in the case of the Borrowers, that specified in Schedule 1 (The Parties);

(b) in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

(c) in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and

(d) in the case of the Security Agent, that specified in Schedule 1 (The Parties),

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.

37.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or

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(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing Party shall specify for this purpose).

(c) All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

(d) Any communication or document made or delivered to the Borrowers in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.

(e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

37.4 Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 37.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

37.5 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b) Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose.

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(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 37.5(Electronic communication).

37.6 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

37.7 Hedging Agreement

Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by the Borrower with a Hedge Counterparty in connection with the Facility.

38 CALCULATIONS AND CERTIFICATES

38.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

38.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

38.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

39 PARTIAL INVALIDITY

(a) If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or

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enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

40 REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Creditor Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of a Creditor Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

41 SETTLEMENT OR DISCHARGE CONDITIONAL

Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

42 IRREVOCABLE PAYMENT

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Creditor Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

43 AMENDMENTS AND WAIVERS

43.1 Required consents

(a) Subject to Clause 43.2 (All Lender matters) and Clause 43.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.

(b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 43 (Amendments and Waivers).

(c) Without prejudice to the generality of Clause 30.8 (Rights and discretions), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

43.2 All Lender matters

Subject to Clause 43.4 (Replacement of Screen Rate), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(a) the definition of "Majority Lenders" in Clause 1.1 (Definitions);

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(b) a postponement to or extension of the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;

(d) a change in currency of payment of any amount under the Finance Documents;

(e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the Facility;

(f) a change to any Transaction Obligor;

(g) any provision which expressly requires the consent of all the Lenders;

(h) this Clause 43 (Amendments and Waivers);

(i) any change to Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Drawdown), Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale, arrest or Total Loss), Clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 8 (Interest), paragraph (a) of Clause 25.7 (Provision of valuations), Clause 26 (Accounts, Application of Earnings and Hedge Receipts), Clause 28 (Changes to the Lenders), Clause 33 (Sharing among the Finance Parties), Clause 47 (Governing Law) or Clause 48 (Enforcement);

(j) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document);

(k) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(i) the guarantee and indemnity granted under Clause 16 (Guarantee and Indemnity - Guarantor);

(ii) the guarantees and indemnities granted under Clause 18 (Guarantee and Indemnity- Hedge Guarantors);

(iii) the joint and several liability of the Borrowers under Clause 17 (Joint and Several Liability of the Borrowers);

(iv) the Security Assets; or

(v) the manner in which the proceeds of enforcement of the Transaction Security are distributed,

(except in the case of sub-paragraphs (iv) and (v) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

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(l) the release of the guarantees and indemnities granted under Clause 16 (Guarantee and Indemnity) or Clause 18 (Guarantee and Indemnity - Hedge Guarantors) or the release of the joint and several liability Clause 17 (Joint and Several Liability of the Borrowers) of the Borrowers under or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,

shall not be made, or given, without the prior consent of all the Lenders.

43.3 Other exceptions

(a) An amendment or waiver which relates to the rights or obligations of a Servicing Party or the Arranger or a Reference Bank (each in their capacity as such) may not be effected without the consent of that Servicing Party, the Arranger or that Reference Bank, as the case may be.

(b) An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be effected without the consent of that Hedge Counterparty.

(c) The relevant Hedge Counterparty and the relevant Borrower may amend, supplement or waive the terms of any Hedging Agreement if permitted by paragraph (g) of Clause 8.5 (Hedging).

43.4 Replacement of Screen Rate

(a) Subject to Clause 43.3 (Other exceptions), if the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (unless the Borrowers and the Facility Agent agree to a longer time period in relation to any request) of that request being made:

(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and

(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

43.5 Obligor Intent

Without prejudice to the generality of Clauses 1.2 (Construction), 16.4 (Waiver of defences), 17.2 (Waiver of defences) and Clause 18.4 (Waiver of defences) each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out

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restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

44 CONFIDENTIAL INFORMATION

44.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 44.2 (Disclosure of Confidential Information) and Clause 44.3 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

44.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price- sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction including a securitisation under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 30.15 (Relationship with the other Finance Parties);

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;

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(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation including any applicable data protection laws;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.8 (Security over Lenders' rights);

(viii) who is a Party, a member of the Group or any related entity of a Transaction Obligor;

(ix) as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or

(x) with the consent of the Borrowers;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C) in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrowers and the relevant Finance Party; and

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(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors.

44.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors the following information:

(i) names of Transaction Obligors;

(ii) country of domicile of Transaction Obligors;

(iii) place of incorporation of Transaction Obligors;

(iv) date of this Agreement;

(v) Clause 47 (Governing Law);

(vi) the names of the Facility Agent and the Arranger;

(vii) date of each amendment and restatement of this Agreement;

(viii) amount ofTotal Commitments;

(ix) currency of the Facility;

(x) type of Facility;

(xi) ranking of Facility;

(xii) Maturity Date for Facility;

(xiii) changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii) above; and

(xiv) such other information agreed between such Finance Party and the Borrowers,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) Each Obliger represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

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(d) The Facility Agent shall notify the Guarantor and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Transaction Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Transaction Obligors by such numbering service provider.

44.4 Entire agreement

This Clause 44 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

44.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

44.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 44.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 44 (Confidential Information).

44.7 Continuing obligations

The obligations in this Clause 44 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

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45 CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

45.1 Confidentiality and disclosure

(a) The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b) The Facility Agent may disclose:

(i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrowers pursuant to Clause 8.6 (Notification of rates of interest); and

(ii) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case may be.

(c) The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender or Reference Bank, as the case may be.

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(d) The Facility Agent's obligations in this Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 8.6 (Notification of rates of interest) provided that (other than pursuant to sub-paragraph (i) of paragraph (b) above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

45.2 Related obligations

(a) The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.

(b) The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

(i) of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 45.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations).

45.3 No Event of Default

No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations).

46 COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12
GOVERNING LAW AND ENFORCEMENT

47 GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

48 ENFORCEMENT

48.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").

(b) The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c) This Clause 48.1 (Jurisdiction) is for the benefit of the Creditor Parties only. As a result, no Creditor Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Creditor Parties may take concurrent proceedings in any number of jurisdictions.

48.2 Service of process

(a) Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i) irrevocably appoints Ince Process Agents Limited at its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London E18QN, England, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE PARTIES

PART A

THE OBLIGORS

Name of Borrower	Place of Incorporation	Registrationnumber (orequivalent, ifany)	Address for Communication
Quora Owners Inc.	Marshall Islands	89950	c/o TMS BULKERS LTD. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos
Phoenix Owners Inc.	Marshall Islands	89603	c/o TMS BULKERS LTD. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos
Roscoe Marine Ltd.	Marshall Islands	17715	c/o TMS BULKERS LTD. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos

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Name of Guarantor	Place of Incorporation	Registrationnumber (orequivalent, ifany)	Address for Communication
Dryships Inc.	Marshall Islands	11911	c/o TMS BULKERS LTD. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos

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Name of Hedge Guarantor	Place of Incorporation	Registrationnumber (orequivalent, ifany)	Address for Communication
Quora Owners Inc.	Marshall Islands	89950	c/o TMS BULKERS LTD. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos
Phoenix Owners Inc.	Marshall Islands	89603	c/o TMS BULKERS LTD. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos
Roscoe Marine Ltd.	Marshall Islands	17715	c/o TMS BULKERS LTD. Athens Licenced Shipping Office 11 Fragkokklisias Street 15125, Maroussi Attiki, Greece Fax: +30 210 8090205 Email: finance@tms-management.org Attn: Mr. Dimitrios Glynos

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PARTB

THE ORIGINAL LENDERS

Name of Original Lender	Commitment	Address for Communication
DVB Bank SE, Amsterdam Branch	$35,000,000(all of which has been drawn down on the Drawdown Date)	WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: +3188 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leof. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com and For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administrations Email: TLS.LA.LONDON@DVBBANK.COM

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THE HEDGE COUNTERPARTIES

Name of Hedge Counterparty	Address for Communication
DVB Bank SE acting through its office at Platz der Republik 6 60325, Frankfurt/Main Germany	WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: + 31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leaf. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com

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PARTC

THE SERVICING PARTIES

Name of Arranger

Address for Communication

DVB Bank SE, Amsterdam Branch

WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: + 31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leaf. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com and For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

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Name of Facility Agent

Address for Communication

DVB Bank SE, Amsterdam Branch

WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: + 31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leaf. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com and For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

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Name of Security Agent

Address for Communication

DVB Bank SE, Amsterdam Branch

WTC Schiphol Tower F 6th Floor Attn: Transaction Management Schiphol Boulevard 255 1118 BH Schiphol The Netherlands Fax: + 31 88 399 8159 Email: TLS.TM.Amsterdam@dvbbank.com with copy to: DVB Bank SE 3, Moraitini Street & 1, Palea Leaf. Posidonos, Bldg. K4 Delta Paleo Faliro 175 61 Athens Email: D-Shipping Athens@dvbbank.com and For rate fixing notices: DVB Bank SE, London Branch Park House 16-18 Finsbury Circus London EC2M 7EB only in relation to loan administration Email: TLS.LA.LONDON@DVBBANK.COM

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SCHEDULE 2

CONDITIONS PRECEDENT AND SUBSEQUENT

PART A

CONDITIONS PRECEDENT TO DRAWDOWN REQUEST

1 Transaction Obligors

1.1 A copy of the constitutional documents of each Transaction Obligor.

1.2 A copy of a resolution of the board of directors of each Transaction Obligor:

(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Drawdown Request and each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.

1.3 An original of the power of attorney of any Transaction Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party.

1.4 A certified copy of the passport of each person authorised by the resolution referred to in paragraph 1.2 above, bearing a specimen of his/her signature.

1.5 A copy of a resolution signed by the Shareholder as the holder of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Borrower is a party.

1.6 A certificate of each Transaction Obligor (signed by an officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Transaction Obligor to be exceeded.

1.7 A certificate of each Transaction Obligor that is incorporated outside the UK (signed by an officer) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.

1.8 A certificate of an authorised signatory of the relevant Transaction Obligor certifying that each copy document relating to it specified in this Part A of Schedule 2 (Conditions Precedent and Subsequent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

1.9 Evidence of satisfactory shareholding structure of the Transaction Obligors.

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2 Finance Documents

2.1 A duly executed original of any Finance Document not otherwise referred to in this Schedule 2

(Conditions Precedent and Subsequent).

2.2 A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to in this Schedule 2 (Conditions Precedent and Subsequent).

3 Security Documents

3.1 A duly executed original of each of the Account Security and the Shares Security in respect of each Borrower (and of each document to be delivered under each of them) including confirmation of the appointment of any process agent under the relevant Account Security.

4 Legal opinions

4.1 A legal opinion of Watson, Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in England, substantially in the form distributed to the Original Lenders before signing this Agreement.

4.2 A legal opinion of Watson Farley & Williams (New York) LLP, legal advisers to the Arranger, the Facility Agent and the Security Agent in the Marshall Islands, substantially in the form distributed to the Original Lenders before signing this Agreement.

4.3 A legal opinion of Watson Farley & Williams, legal advisers to the Arranger, the Facility Agent and the Security Agent in Germany, substantially in the form distributed to the Original Lenders before signing this Agreement.

5 Other documents and evidence

5.1 A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

5.2 The Original Financial Statements of each Borrower and the Guarantor.

5.3 The original of any mandates or other documents required in connection with the opening or operation of each Account.

5.4 Such evidence as the Facility Agent may reasonably require for the Finance Parties to be able to satisfy each of their "know your customer" or similar identification procedures in relation to the transactions contemplated by the Finance Documents.

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PART B

CONDITIONS PRECEDENT TO DRAWDOWN

1 Transaction Obligors

A certificate of an authorised signatory of the relevant Transaction Obligor certifying that each corporate and copy document provided by it under Part A of Schedule 2 (Conditions Precedent and Subsequent) remains correct, complete and in full force and effect as at the Drawdown Date.

2 Borrowers

A certificate of an authorised signatory of each Borrower certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent and Subsequent) is correct, complete and in full force and effect as at the Drawdown Date.

3 Vessel and other security

3.1 A duly executed and dated original of the Mortgage, the Deed of Covenant (if applicable), the General Assignment and any Charterparty Assignment in respect of each Vessel and of each document to be delivered under or pursuant to each of them.

3.2 Documentary evidence that the Mortgage in respect of each Vessel has been duly registered or recorded (as the case may be) as a valid first preferred or priority (as the case may be) ship mortgage in accordance with the laws of the jurisdiction of the relevant Approved Flag.

3.3 Documentary evidence that each Vessel:

(a) is definitively and permanently registered in the name of the relevant Borrower under the relevant Approved Flag;

(b) is in the absolute and unencumbered ownership of the relevant Borrower save as contemplated by the Finance Documents;

(c) maintains the Approved Classification with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and

(d) is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.

3.4 Copies of each Vessel's class certificate, class maintenance certificate and Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires) and of any other documents required under the ISM Code and the ISPS Code in relation to each Vessel including without limitation an ISSC and an IAPCC.

3.5 The Commercial Management Agreement and the Technical Management Agreement in respect of each Vessel, both on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with:

(a) a duly executed and dated original of the Manager's Undertaking for each of the Approved Technical Manager and the Approved Commercial Manager in respect of each Vessel; and

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(b) copies of the relevant Approved Technical Manager's Document of Compliance.

3.6 A valuation or, as the case may be, valuations of each Vessel (at the cost of the Borrowers), addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement and dated not earlier than 30 days before the Drawdown Date (unless otherwise agreed by the Facility Agent) from an Approved Valuer or Approved Valuers and prepared in accordance with Clause 25.7 (Provision of valuations), showing the Initial Market Value for that Vessel.

3.7 A favourable opinion from Bankserve or any independent insurance consultant acceptable to the Facility Agent on such matters relating to the Insurances in respect of each Vessel as the Facility Agent may require.

4 Legal opinions

4.1 Draft agreed form legal opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of each Vessel, England and the Marshall Islands and such other relevant jurisdictions as the Facility Agent may require.

5 Other documents and evidence

5.1 Evidence that any process agent referred to in Clause 48.2 (Service of process), if not an Obligor, has accepted its appointment.

5.2 Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 15 (Costs and Expenses), including legal fees, have been paid or will be paid by the Drawdown Date.

5.3 Confirmation from the Account Bank that the Minimum Liquidity Amount in respect of each Borrower is standing to the credit of the relevant Earnings Account or the relevant Time Deposit Account.

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PART C

CONDITIONS SUBSEQUENT

1 Legal opinions

Executed legal opinions in agreed form of the legal advisers to the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of each Vessel, England and such other relevant jurisdictions as the Facility Agent may require.

2 Vessel and other security

2.1 Evidence that the Security Documents have been duly registered or recorded in such jurisdictions as the Facility Agent may require and that all notices of assignment (where applicable) required under or in connection with the relevant Security Documents have been served.

2.2 A duly executed original or copy (as available) of a Letter of Undertaking from the Approved Brokers in a form acceptable to the Facility Agent.

2.3 A duly executed original or copy (as available) of a Letter of Undertaking from any protection and indemnity club or war risks association through or with whom any obligatory insurances are placed or effected in a form acceptable to the Facility Agent.

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SCHEDULE 3

REQUESTS

PART A

DRAWDOWN REQUEST

From:	Quora Owners Inc. Phoenix Owners Inc. and Roscoe Marine Ltd.
To:	DVB Bank SE, Amsterdam Branch

Dated:[•] 2018

Dear Sirs

Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated [•]January 2018 (the "Agreement")

1 We refer to the Agreement. This is the Drawdown Request. Terms defined in the Agreement have the same meaning in this Drawdown Request unless given a different meaning in this Drawdown Request.

2 We wish to borrow the Advances under Tranche A, Tranche Band Tranche Con the following terms:

Proposed Drawdown Date:	[•] 2018 (or, if that is not a Business Day, the next Business Day)
Amount:
Tranche A:	$[●]
Tranche B:	$[●]
Tranche C:	$[●]
Aggregate Amount of all Tranches:	$[●] or, if less, the Available Facility
Interest Period:	3 Months

3 We confirm that each condition specified in Clause 4.1(Conditions precedent to delivery of the Drawdown Request) and paragraph (a) of Clause 4.2 (Conditions precedent to Drawdown) of this Agreement is satisfied on the date of this Drawdown Request.

4 The proceeds of these Advances should be credited to:

account number:[•]

name and SWIFT of account bank:[•]

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name and SWIFT of US correspondent bank:[•]

5 This Drawdown Request is irrevocable.

Yours faithfully

[●]

authorised signatory for

QUORA OWNERS INC.

[●]

authorised signatory for

PHOENIX OWNERS INC.

[●]

authorised signatory for

ROSCOE MARINE LTD.

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PART B

SELECTION NOTICE

From:	Quora Owners Inc. Phoenix Owners Inc. and Roscoe Marine Ltd.
To:	DVB Bank SE, Amsterdam Branch
Dated:	[●]

Dear Sirs

Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated [•]January 2018 (the "Agreement")

6 We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

7 We request that, subject to paragraph (g) of Clause 9.1 (Selection of Interest Periods) of the Agreement, the next Interest Period for the Loan be [• ].

8 This Selection Notice is irrevocable.

Yours faithfully

[●]

authorised signatory for

Quora Owners Inc.

[●]

authorised signatory for

Phoenix Owners Inc.

[●]

authorised signatory for

Roscoe Marine Ltd.

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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

From:	DVB Bank SE, Amsterdam Branch as Facility Agent and DVB Bank SE, Amsterdam Branch as Security Agent
To:	[The Existing Lender] (the "Existing Lender")and [The New Lender] (the "New Lender")
Dated:	[●]

Dear Sirs

Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated 29 January 2018 (as amended and restated by a deed of accession, amendment and restatement dated [ •]  August 2018, the "Agreement")

1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2 We refer to Clause 28.5 (Procedure for transfer) of the Agreement:

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance with Clause 28.5 (Procedure for transfer) of the Agreement.

(b) The proposed Transfer Date is[•].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) of the Agreement are set out in the Schedule.

3 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

4 The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

5 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6 This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

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7 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details

for notices and account details for payments.]

[Existing Lender]	[New Lender]
By: [●]	By: [●]

This Transfer Certificate is accepted by the Facility Agent [and the Security Agent] and the Transfer Date is confirmed as [●].

[Facility Agent]

By: [●]

[Security Agent]

By: [●]

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SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To: DVB Bank SE, Amsterdam Branch as Facility Agent, DVB Bank SE, Amsterdam Branch as Security Agent and Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. as Borrowers, for and on behalf of each Transaction Obligor

From: [the Existing Lender] (the "Existing Lender")and [the New Lender] (the "New Lender")

Dated: [•]

Dear Sirs

Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated 29 January 2018 (as amended and restated by a deed of accession, amendment and restatement dated [•] August 2018, the "Agreement")

1 We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2 We refer to Clause 28.6 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender's Commitment and participations in the Loan under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in the Loan under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3 The proposed Transfer Date is [•].

4 On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5 The Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) are set out in the Schedule.

6 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders).

7 The New Lender hereby confirms that it has received a copy of each of the Security Documents which are governed by German law and which are account pledges, is aware of the contents

174

of such account pledges and expressly consents to the declarations of the Security Agent made on behalf of the New Lender (as future pledgee) in such account pledges.

8 This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), to the Borrowers (on behalf of each Transaction Obligor) of the assignment referred to in this Assignment Agreement.

9 This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

10 This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11 This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

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THE SCHEDULE

Commitment rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for noticesand account details for payments]

for notices and account details for payments.]

[Existing Lender]	[New Lender]
By:	By:

This Assignment Agreement is accepted by the Facility Agent [and the Security Agent] and the Transfer Date is confirmed as [●].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Facility Agent]

[By:

[Security Agent]

By:]

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SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To: DVB Bank SE, Amsterdam Branch as Facility Agent

From: Dryships Inc.

Dated: [●]

Dear Sirs

Quora Owners Inc., Phoenix Owners Inc. and Roscoe Marine Ltd. - $35,000,000 Facility Agreement dated 29 January 2018 (as amended and restated by a deed of accession, amendment and restatement dated [●]  August 2018, the "Agreement")

1 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2 We confirm that:

(a) an amount of $1,000,000 remains credited to each [Earnings Account] [Time Deposit Account];

(b) as at the 3-month period ending on [●] to which the financial statements referred to below were prepared, the Guarantor is in compliance with the following covenants under Clause 21.2 (Guarantor's financial covenants):

(i) the Working Capital is [●];

(ii) the Cash and Cash Equivalents are $[●];

(iii) the ratio of Total Net Liabilities to Net Market Value Adjusted Total Assets is [●]; and

(iv) To evidence such compliance, we attach a copy of the latest [annual][quarterly] consolidated financial statements of the Group together with calculations and evidence setting out in reasonable detail the data and calculations made above (including valuations in a form acceptable to the Facility Agent evidencing the Market Value of each Fleet Vessel which were used to calculate the Market Value Adjusted Total Assets of the Group as at [●]).

177

3 We confirm that no Default is continuing. *

Signed: ______________________________

[Authorised Signatory]

of

DRYSHIPS INC.

*If this statement cannot be made, the Compliance Certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

178

SCHEDULE 7

TIMETABLES

Delivery of a duly completed Drawdown Request (Clause 5.1 (Delivery of Drawdown Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	Three Business Days before the intended Drawdown Date (Clause 5.1 (Delivery of Drawdown Request)) or the expiry of the preceding Interest Period (Clause 9.1 (Selection of Interest Periods))
Facility Agent notifies the Lenders of an Advance in accordance with Clause 5.4 (Lenders' participation)	Three Business Days before the intended Drawdown Date
LIBOR is fixed	Quotation Day as of 11:00 am London time
Reference Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 (Calculation of Reference Bank Rate)	Noon on the Quotation Day

179

EXECUTION PAGES

BORROWERS
SIGNED by Periklis Gavriil		)
duly authorised		)
for and on behalf of		)	/s/ Periklis Gavriil
QUORA OWNERS INC.		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
SIGNED by Periklis Gavriil		)
duly authorised		)
for and on behalf of		)	/s/ Periklis Gavriil
PHOENIX OWNERS INC.		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
SIGNED by Periklis Gavriil		)
duly authorised		)
for and on behalf of		)	/s/ Periklis Gavriil
ROSCOE MARINE LTD.		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
GUARANTOR
SIGNED by Periklis Gavriil		)
duly authorised		)
for and on behalf of		)	/s/ Periklis Gavriil
DRYSHIPS INC.		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece

180

HEDGE GUARANTORS
SIGNED by Periklis Gavriil		)
duly authorised		)
for and on behalf of		)	/s/ Periklis Gavriil
QUORA OWNERS INC.		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
SIGNED by Periklis Gavriil		)
duly authorised		)
for and on behalf of		)	/s/ Periklis Gavriil
PHOENIX OWNERS INC.		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
SIGNED by Periklis Gavriil		)
duly authorised		)
for and on behalf of		)	/s/ Periklis Gavriil
ROSCOE MARINE LTD.		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece

181

ORIGINAL LENDERS
SIGNED by Erica Vivian Lacombe		)
duly authorised		)
for and on behalf of		)	/s/ Erica Vivian Lacombe
DVB BANK SE, AMSTERDAM BRANCH		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
HEDGE COUNTERPARTIES
SIGNED by Erica Vivian Lacombe		)
duly authorised		)
for and on behalf of		)	/s/ Erica Vivian Lacombe
DVB BANK SE		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
ARRANGER
SIGNED by Erica Vivian Lacombe		)
duly authorised		)
for and on behalf of		)	/s/ Erica Vivian Lacombe
DVB BANK SE, AMSTERDAM BRANCH		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece
FACILITY AGENT
SIGNED by Erica Vivian Lacombe		)
duly authorised		)
for and on behalf of		)	/s/ Erica Vivian Lacombe
DVB BANK SE, AMSTERDAM BRANCH		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece

182

SECURITY AGENT
SIGNED by Erica Vivian Lacombe		)
duly authorised		)
for and on behalf of		)	/s/ Erica Vivian Lacombe
DVB BANK SE, AMSTERDAM BRANCH		)
in the presence of:		)
Witness' signature: /s/ Georgia Theologidou		)
Witness' name: Georgia Theologidou		)
Witness' address:	Watson Farley & Williams	)
	348 Syngrou Avenue
	176 74 Kallithea
	Athens - Greece

183

ACCOUNT BANK
SIGNED by	)
duly authorised	)
for and on behalf of	)	/s/ Erica Vivian Lacombe
DVB BANK SE	)
in the presence of:	)
Witness' signature:	)
Witness' name:	)
Witness' address:	)

184

EX-8.1

Exhibit 8.1

LIST OF DRYSHIPS SUBSIDIARIES

Name of Subsidiary	Jurisdiction of Incorporation
Malvina Shipping Company Limited	Malta
Samsara Shipping Company Limited	Malta
Fabiana Navigation Company Limited	Malta
Karmen Shipping Company Limited	Malta
Thelma Shipping Company Limited	Malta
Celine Shipping Company Limited	Malta
Felicia Navigation Company Limited	Malta
Zatac Shipping Company Limited	Malta
Royerton Shipping Company Limited	Malta
Fago Shipping Company Limited	Malta
Lancat Shipping Company Limited	Malta
Hydrogen Shipping Company Limited	Malta
Helium Shipping Company Limited	Malta
Platan Shipping Company Limited	Malta
Madras Shipping Company Limited	Malta
Tolan Shipping Company Limited	Malta
Lansat Shipping Company Limited	Malta
Iguana Shipping Company Limited	Malta
Selma Shipping Company Limited	Malta
Onil Shipping Company Limited	Malta
Borsari Shipping Company Limited	Malta
Silicon Shipping Company Limited	Malta
Oxygen Shipping Company Limited	Malta
Blueberry Shipping Company Limited	Malta
Annapolis Shipping Company Limited	Malta
Lidman Maritime Co.	Marshall Islands
Amara Shipping Company	Marshall Islands
Tempo Marine Co.	Marshall Islands
Star Record Owning Company Limited	Marshall Islands
Argo Owning Company Limited	Marshall Islands
Rea Owning Company Limited	Marshall Islands
Dione Owning Company Limited	Marshall Islands
Phoebe Owning Company Limited	Marshall Islands
Uranus Owning Company Limited	Marshall Islands
Selene Owning Company Limited	Marshall Islands
Tethys Owning Company Limited	Marshall Islands
Roscoe Marine Ltd.	Marshall Islands
Ialysos Shareholders Limited	Marshall Islands
Faros Owners Inc.	Marshall Islands
Orion Owners Inc.	Marshall Islands
Phoenix Owners Inc.	Marshall Islands
Quora Owners Inc.	Marshall Islands
Serenity Owners Inc.	Marshall Islands
Marathi Owners Inc.	Marshall Islands
Meltemi Owners Inc.	Marshall Islands
Noufaro Owners Inc.	Marshall Islands
Aquarius Owners Inc.	Marshall Islands
Emerald Maritime Ltd.	Marshall Islands
Kahuna Owners Inc.	Marshall Islands
Cecilia Owning Company Limited	Marshall Islands
Gas Ships Management Limited	Marshall Islands

Name of Subsidiary	Jurisdiction of Incorporation
Amathus Owning Company Limited	Marshall Islands
Regina Owners Inc.	Marshall Islands
Oil Tankers Investments Inc.	Marshall Islands
Tortuga Owners Inc.	Marshall Islands
Gas Ships Limited	Marshall Islands
VLGC Alpha Owning Ltd	Marshall Islands
VLGC Beta Owning Ltd	Marshall Islands
VLGC Gamma Owning Ltd	Marshall Islands
VLGC Delta Owning Ltd.	Marshall Islands
Cardiff LNGShips Ltd.	Marshall Islands
Cardiff LPG Ships Ltd	Marshall Islands
Drybulk Investments Inc.	Marshall Islands
Dryships Management Services Inc.	Marshall Islands
Shipping Pool Investors Inc.	Marshall Islands
Oil and Gas Ships Investor Limited	Marshall Islands
Mezzanine Financing Investment III Ltd.	Marshall Islands
Nautilus Offshore Services Inc.	Marshall Islands
Nautilus Shareholdings Limited	Marshall Islands
Dianthus Maritime Ltd.	Marshall Islands
Fiore Shipping Inc.	Marshall Islands
Mellen Marine Co.	Marshall Islands
Darden Shipholding S.A.	Marshall Islands
Newmont Chartering Limited	Marshall Islands
Asstplus Limited	Cyprus
Vega Crusader AS	Norway
Vega Corona AS	Norway
Vega Juniz AS	Norway
Vega Offshore AS	Norway
Vega Emtoli AS	Norway
Vega Jaanca AS	Norway
Vega Inruda AS	Norway

EX-12.1

Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, George Economou, certify that:

1. I have reviewed this annual report on Form 20-F of DryShips Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:,

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's int a ontrol over financial reporting.

Date: March 1, 2019

/s/ George Economou

George Economou

Chairman and Chief Executive Officer (Principal Executive Officer)

EX-12.2

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Anthony Kandylidis, certify that:

1. I have reviewed this annual report on Form 20-F ofDryShips Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial

reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: March 1, 2019

/s/Anthony Kandylidis

Anthony Kandylidis

President and Chief Financial Officer (Principal Financial Officer)

EX-13.1

Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report ofDryShips Inc. (the "Company") on Form 20-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, George Economou, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 1, 2019

/s/ George Economou

George Economou

Chairman and Chief Executive Officer (Principal Executive Officer)

EX-13.2

Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of DryShips Inc. (the "Company") on Form 20-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Anthony Kandylidis, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 1, 2019

/s/Anthony Kandylidis

Anthony Kandylidis

President and Chief Financial Officer (Principal Financial Officer)

EX-15.1

Exhibit 15.1

 

ERNST & YOUNG (HELLAS) Certified Auditors – Accountants S.A. 8B Chimarras str., Maroussi 151 25 Athens, Greece Tel: +30 210 2886 000 Fax:+30 210 2886 905 ey.com

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-216826, as amended) of DryShips Inc. and in the related Prospectus of our reports dated March 1, 2019, with respect to the consolidated financial statements of DryShips Inc., and the effectiveness of internal control over financial reporting of DryShips Inc., included in this Annual Report (Form 20-F) of DryShips Inc. for the year ended December 31, 2018.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece

March 1, 2019

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2018 shares
Document and Entity Information [Abstract]
Document Type	20-F
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Entity Registrant Name	Dryships Inc.
Entity Central Index Key	0001308858
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Well Known Seasoned Issuer	No
Entity Common Stock Shares Outstanding	87,232,028
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Trading Symbol	Drys
Entity Emerging Growth Company	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash and cash equivalents (Note 3)	$ 141,851	$ 14,490
Restricted cash (Note 2, 3)	20	726
Trade accounts receivable, net of allowance for doubtful receivables of $96 and $306 at December 31, 2017 and 2018, respectively (Note 17)	13,713	14,526
Due from related parties (Note 4)	27,864	16,914
Prepayments and advances	708	1,125
Other current assets (Note 5)	13,758	12,279
Total current assets	197,914	60,060
FIXED ASSETS, NET:
Advances for vessels under construction and related costs (Notes 4, 6)	0	31,898
Vessels, net (Notes 4, 7)	755,332	749,088
Total fixed assets, net	755,332	780,986
OTHER NON-CURRENT ASSETS:
Investment in affiliate (Notes 10, 13)	34,000	34,000
Available for sale debt securities (Note 13)	4,961	0
Restricted cash (Note 2, 3)	15,010	15,010
Other non-current assets (Note 9)	4,088	44,869
Total other non-current assets	58,059	93,879
Total assets	1,011,305	934,925
CURRENT LIABILITIES:
Current portion of long-term debt, net of deferred finance costs (Note 11)	38,795	11,635
Accounts payable and other current liabilities	5,844	5,225
Accrued liabilities (Note 4)	3,387	4,758
Due to related parties (Notes 4, 12)	5,796	72
Deferred revenue (Note 17)	1,776	865
Total current liabilities	55,598	22,555
NON-CURRENT LIABILITIES
Long-term debt, net of deferred finance costs (Note 11)	251,288	133,703
Due to related parties (Notes 4, 12)	66,690	71,631
Total non-current liabilities	317,978	205,334
COMMITMENTS AND CONTINGENCIES (Note 16)
STOCKHOLDERS' EQUITY:
Preferred stock (Note 1, 14)	0	0
Common stock, $0.01 par value; 1,000,000,000 shares authorized at December 31, 2017 and 2018; 104,274,708 shares issued at December 31, 2017 and 2018; 104,274,708 and 87,232,028 shares outstanding at December 31, 2017 and 2018, respectively (Notes 1, 14)	1,043	1,043
Treasury stock; $0.01 par value; 0 and 17,042,680 shares at December 31, 2017 and 2018 (Notes 1, 14)	(85,378)	0
Additional paid-in capital (Note 14)	4,067,124	4,066,083
Accumulated other comprehensive loss (Note 13)	(39)	0
Accumulated deficit	(3,345,021)	(3,360,090)
Total equity	637,729	707,036
Total liabilities and stockholders' equity	$ 1,011,305	$ 934,925

XML

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Consolidated Balance Sheets
Allowance for doubtful receivables	$ 306	$ 96
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock shares authorized	500,000,000	500,000,000
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	1,000,000,000	1,000,000,000
Common stock shares issued	104,274,708	104,274,708
Common stock shares outstanding	87,232,028	104,274,708
Treasury stock par value	$ 0.01	$ 0.01
Treasury stock, shares	17,042,680	0
Series A Convertible Preferred Stock
Preferred stock shares authorized	100,000,000	100,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series B Convertible Preferred Stock
Preferred stock shares authorized	100,000,000	100,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series C Convertible Preferred Stock
Preferred stock shares authorized	10,000	10,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series D Convertible Preferred Stock
Preferred stock shares authorized	3,500,000	3,500,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series E-1 Convertible Preferred Stock
Preferred stock shares authorized	50,000	50,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series E-2 Convertible Preferred Stock
Preferred stock shares authorized	50,000	50,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
REVENUES:
Voyage and time charter revenues (including amortization of market acquired time charters)	$ 186,135	$ 100,716	$ 51,934
Total Revenues (Notes 4, 8, 17)	186,135	100,716	51,934
OPERATING EXPENSES/(INCOME):
Voyage expenses (Notes 4, 17)	31,676	19,704	9,209
Vessels' operating expenses	68,391	60,260	47,443
Depreciation (Note 7)	25,881	14,966	3,466
Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other (Notes 4, 7, 8, 13)	(9,623)	(4,125)	106,343
Impairment on goodwill (Notes 2c, 8)	0	0	7,002
General and administrative expenses (Note 4)	28,314	30,972	39,708
Other, net	853	(12)	(2,138)
Operating income/(loss)	40,643	(21,049)	(159,099)
OTHER INCOME / (EXPENSES):
Interest and finance costs (Notes 4, 18)	(21,779)	(14,707)	(8,857)
Gain on debt restructuring (Note 11)	0	0	10,477
Interest income	2,833	1,365	81
Loss on Private Placement (Notes 4, 13)	0	(7,600)	0
Gain on interest rate swaps (Note 13)	0	0	403
Other, net	89	(401)	(199)
Total other income/(expenses), net	(18,857)	(21,343)	1,905
INCOME/(LOSS) BEFORE INCOME TAXES AND LOSSES OF AFFILIATED COMPANIES	21,786	(42,392)	(157,194)
Income taxes (Note 21)	(6)	(152)	(38)
Losses of affiliated companies (Note 10)	0	0	(41,454)
NET INCOME/(LOSS)	21,780	(42,544)	(198,686)
NET INCOME/(LOSS) ATTRIBUTABLE TO DRYSHIPS INC. COMMON STOCKHOLDERS (Note 20)	$ 21,780	$ (39,739)	$ (206,381)
EARNINGS/LOSSES PER COMMON SHARE ATTRIBUTABLE TO DRYSHIPS INC. COMMON STOCKHOLDERS, BASIC AND DILUTED (Note 20)	$ 0.22	$ (1.13)	$ (455,587.2)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES, BASIC AND DILUTED (Note 20)	98,113,545	35,225,784	453
Dividends declared per share (Note 14)	$ 0.05	$ 26.85	$ 0

XML

Consolidated Statements of Comprehensive Income/(Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Consolidated Statements of Comprehensive Loss
Net income/(loss)	$ 21,780	$ (42,544)	$ (198,686)
Other comprehensive income/(loss):
Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net (Note 13)	0	0	110
Unrealized losses associated with the change in fair value of investment in available for sale debt securities (Note 13)	(39)	0	0
Other comprehensive income/(loss)	(39)	0	110
Comprehensive income/(loss) attributable to DryShips Inc.	$ 21,741	$ (42,544)	$ (198,576)

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Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Preferred stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
BALANCE value, at Dec. 31, 2015	$ 121,412	$ 0	$ 0	$ 0	$ 3,225,148	$ 233	$ (3,103,969)
BALANCE shares, at Dec. 31, 2015		60	8	(3)
Net income/(loss)	(198,686)						(198,686)
Issuance of common stock, value (Note 14)	14,434				14,434
Issuance of common stock, shares (Note 14)		442
Issuance of preferred stock, value (Note 14)	117,981				117,981
Issuance of preferred stock, shares (Note 14)			42
Conversion of preferred stock to common stock, amount issued (Note 14)	41				41
Conversion of preferred stock to common stock, shares issued (Note 14)		4,209
Conversion of preferred stock to common stock, shares converted (Note 14)			(13)
Exchange of Revolving Facility with preferred shares, value (Note 4)	(8,750)				(8,750)
Exchange of Revolving Facility with preferred shares, shares (Note 4)			(8)
Sale of investment in Ocean Rig (Note 4)	(343)					(343)
Other comprehensive income/(loss)	110					110
Premium paid on common control transaction	(195)				(195)
Amortization of stock based compensation (Note 15)	3,770				3,770
Dividends paid	0				7,695		(7,695)
BALANCE value, at Dec. 31, 2016	49,774	$ 0	$ 0	$ 0	3,360,124	0	(3,310,350)
BALANCE shares, at Dec. 31, 2016		4,711	29	(3)
Net income/(loss)	(42,544)						(42,544)
Issuance of common stock, value (Note 14)	742,585	$ 1,043			741,542
Issuance of common stock, shares (Note 14)		104,270,000
Stockholders contribution (Note 14)	2,805						2,805
Cancellation of treasury shares (Note 14)		(3)		3
Cancellation of Series D Preferred shares (Note 14), value	(8,750)				(8,750)
Cancellation of Series D Preferred shares (Note 14), shares			(29)
Gain from common control transaction	440				440
Other comprehensive income/(loss)	0
Premium paid on common control transaction	(29,001)				(29,001)
Amortization of stock based compensation (Note 15)	1,728				1,728
Dividends paid	(10,001)						(10,001)
BALANCE value, at Dec. 31, 2017	707,036	$ 1,043	$ 0	$ 0	4,066,083	0	(3,360,090)
BALANCE shares, at Dec. 31, 2017		104,274,708	0	0
Adoption of revenue and lease recognition accounting policy adjustment (Notes 2w, 2z)	(1,711)						(1,711)
Net income/(loss)	21,780						21,780
Gain from common control transaction	350				350
Other comprehensive income/(loss)	(39)					(39)
Amortization of stock based compensation (Note 15)	691				691
Common stock repurchase program, value (Note 14)	(85,378)			$ (85,378)
Common stock repurchase program, shares (Note 14)				(17,042,680)
Dividends paid	(5,000)						(5,000)
BALANCE value, at Dec. 31, 2018	$ 637,729	$ 1,043	$ 0	$ (85,378)	$ 4,067,124	$ (39)	$ (3,345,021)
BALANCE shares, at Dec. 31, 2018		104,274,708	0	(17,042,680)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities:
Net income/(loss)	$ 21,780	$ (42,544)	$ (198,686)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation	25,881	14,966	3,466
Amortization and write off of deferred financing fees	5,072	4,218	736
Amortization of fair value of acquired time charters	0	684	4,346
Impairment loss and (gain)/loss from sale of vessels and vessel owning companies and other	(9,623)	(4,125)	106,343
Impairment on goodwill	0	0	7,002
Losses of affiliated company	0	0	41,454
Loss on Private Placement	0	7,600	0
Amortization of stock based compensation	691	1,728	3,580
Gain on debt restructuring	0	0	(8,652)
Change in fair value of derivatives	0	0	(2,193)
Write off expenses regarding spin off	470	0	0
Changes in operating assets and liabilities:
Trade accounts receivable	(537)	(6,998)	2,531
Due from related parties	(10,950)	(10,240)	10,875
Other current and non-current assets	(1,112)	(7,700)	3,002
Accounts payable and other current and non-current liabilities	619	4,046	(1,434)
Accrued liabilities	(1,566)	1,049	(206)
Due to related parties	789	(961)	2,598
Deferred revenue	43	258	(118)
Net Cash Provided by/(Used in) Operating Activities	31,557	(38,019)	(25,356)
Cash Flows from Investing Activities:
Advance for fixed asset purchase	0	(44,869)	0
Investment in affiliates	0	0	49,911
Investment in debt securities	(5,000)	0	0
Prepaid vessels' improvements	(4,088)	0	0
Fixed assets additions	(161,503)	(653,344)	0
Net proceeds from sale of vessels and vessel owning companies	348,241	8,221	5,141
Net Cash Provided by/(Used in) Investing Activities	177,650	(689,992)	55,052
Cash Flows from Financing Activities:
Proceeds from long-term debt	250,109	150,000	28,000
Principal payments and prepayments of long-term debt	(238,653)	(18,780)	(119,758)
Net proceeds from stock issuance	0	568,883	123,810
Repurchase of common stock	(85,096)	0	0
Dividends and distribution paid	(6,231)	(10,001)	0
Payment of financing costs, net	(2,681)	(8,639)	0
Net Cash Provided by/(Used in) Financing Activities	(82,552)	681,463	32,052
Net increase / (decrease) in cash and cash equivalents and restricted cash	126,655	(46,548)	61,748
Cash and cash equivalents and restricted cash at beginning of year	30,226	76,774	15,026
Cash and cash equivalents and restricted cash at end of year	156,881	30,226	76,774
Cash paid during the year for:
Interest, net of amount capitalized	15,815	13,225	5,516
Income taxes	45	125	58
Non cash investing activities:
Fixed Assets additions (Note 4)	(60,848)	(50,340)
Investment in affiliates (Notes 10, 13)		(34,000)
Non cash financing activities:
Repayment of long-term debt (Notes 4, 11)			151,510
Exchange of Preferred Stock into loan (Notes 4, 14)			8,750
Interest write off due to the long-term debt restructuring			2,111
Preferred Shares forfeiture with common stock issuance (Notes 4, 14)		(8,750)
Stockholders' Contribution upon preferred shares forfeiture (Note 14)		2,805
Common stock issuance (Notes 4, 14)		173,704
Repurchase of common stock (Notes 14)	(282)
Loan drawdown and loans assumed for vessels additions (Note 4)	59,262	79,000
Finance lease liability (Notes 4, 12)	71,625
Capital contribution for common control transaction (Notes 6,7)	$ 1,581
Capital distribution for common control transaction (Notes 6,7)		(28,560)
Preferred stock
Non cash financing activities:
Conversion of loan into Stock (Notes 4, 14)			$ (8,750)
Common Stock
Non cash financing activities:
Conversion of loan into Stock (Notes 4, 14)		$ (126,159)

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Basis of Presentation and General Information

12 Months Ended

Dec. 31, 2018

Basis of Presentation and General Information

Basis of Presentation and General Information:

1.Basis of Presentation and General Information:

The accompanying consolidated financial statements include the accounts of DryShips Inc. and its subsidiaries (collectively, the “Company” or “DryShips”). DryShips was formed on September 9, 2004 under the laws of the Republic of the Marshall Islands. The Company is a diversified owner and operator of ocean going cargo vesselsand through June 8, 2015, also provided drilling services through Ocean Rig UDW Inc. ("Ocean Rig") (Notes 4, 10). From June 8, 2015 through April 5, 2016, Ocean Rig was considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig was accounted for under the equity method and its assets and liabilities were not consolidated in the Company's balance sheet as of December 31, 2015 and 2016. On April 5, 2016, the Company sold all of its shares in Ocean Rig, to a subsidiary of Ocean Rig and as of that date, the Company no longer holds any equity interest in Ocean Rig. Accordingly, additional disclosures for Ocean Rig have not been included, in the accompanying consolidated financial statements.

In August 2017, the Company acquired all the outstanding shares of an entity that holds a 49% interest in Heidmar Holdings LLC (“Heidmar”), a leading commercial tanker pool operator (Note 4). As of August 29, 2017, Heidmar was considered an affiliated entity of the Company (Notes 4, 10).

Adoption of new revenue and lease guidance

On January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” (ASC 606), as amended, and elected to apply the modified retrospective method only to contracts that were not completed at January 1, 2018, the date of initial application. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods. Under the new guidance, the Company changed its recognition method of revenue from voyage charters from the discharge-to-discharge method to the loading-to-discharge method. In addition, under the new guidance, the Company began to recognize an asset for contract fulfillment costs.

The Company elected to early adopt ASU No. 2016-02, “Leases” (ASC 842), as amended, in the fourth quarter of 2018 with adoption reflected as of January 1, 2018, the beginning of the annual period in accordance with ASC 250, using the modified retrospective method, and elected to apply the additional and optional transition method to existing leases at the beginning of the period of adoption of January 1, 2018. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for those periods (ASC 840), including the disclosure requirements. Under the new guidance, the Company elected certain practical expedients which allowed the Company’s existing lease arrangements, in which it was a lessor, classified as operating leases under ASC 840 to continue to be classified as operating leases under ASC 842. The Company did not have any lease arrangements in which it was a lessee at the adoption date. In addition, the Company made an accounting policy election to recognize an asset for contract fulfillment costs. The cumulative effect of initially applying the new revenue recognition and lease guidance to the consolidated financial statements on January 1, 2018 was as follows:

Consolidated Balance Sheets		December 31, 2017		Cumulative effect from adopting ASC 606		Cumulative effect from adopting ASC 842		January 1, 2018
Assets
Trade accounts receivable, net of allowance for doubtful receivables	$	14,526	$	(1,350)	$	-	$	13,176
Other current assets (includes deferred contract costs)	$	12,279	$	235	$	185	$	12,699
Liabilities
Accrued liabilities	$	4,758	$	(87)	$	-	$	4,671
Deferred Revenue	$	865	$	-	$	868	$	1,733
Stockholders’ Equity
Accumulated deficit	$	(3,360,090)	$	(1,028)	$	(683)	$	(3,361,801)

Refer to Notes 2(w), 2(z), 17 for further discussion.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation including: (i) reclassifications between “Other, net” and “Vessels’ operating expenses” in the accompanying consolidated statements of operations and (ii) removal of “Decrease/(Increase) in restricted cash” from investing activities in the consolidated statements of cash flows (Note 2(s)).

Reverse stock splits

On January 23, 2017, the Company effected a 1-for-8 reverse stock split of its issued common stock. In connection with the reverse stock split four fractional shares were cashed out. On April 11, 2017, the Company effected a 1-for-4 reverse stock split of its issued common stock. In connection with the reverse stock split two fractional shares were cashed out. On May 11, 2017, the Company effected a 1-for-7 reverse stock split of its issued common stock. In connection with the reverse stock split three fractional shares were cashed out. On June 22, 2017, the Company effected a 1-for-5 reverse stock split of its issued common stock. In connection with the reverse stock split two fractional shares were cashed out. Finally on July 21, 2017, the Company effected a 1-for-7 reverse stock split of its issued common stock. In connection with the reverse stock split two fractional shares were cashed out. All share and per share amounts disclosed in the consolidated financial statements and notes give effect to these reverse stock splits retroactively, for all periods presented.

Customers’ concentration

Customers individually accounting for more than 10% of the Company’s voyage revenues during the years ended December 31, 2016, 2017 and 2018, were as follows:

	Year ended December 31,
	2016		2017		2018
Customer A – Offshore support segment		37%		-		-
Customer B – Tanker & Gas carrier segments		-		-		13.5%

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Significant Accounting Policies [Abstract]

Significant Accounting policies:

2.Significant Accounting policies:

(a)Principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and include the accounts and operating results of DryShips, its wholly-owned subsidiaries and its affiliate. All intercompany balances and transactions have been eliminated on consolidation.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity, and if the entity is determined not to be a variable interest entity, whether the entity is a voting interest entity. Variable interest entities (“VIE”) are entities as defined under ASC 810 “Consolidation” that in general either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and absorbs a majority of an entity's expected losses, receives a majority of an entity's expected residual returns, or both. As of December 31, 2017 and 2018, no such VIE existed.

(b)Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(c)Goodwill: Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired. Goodwill is reviewed for impairment whenever events or circumstances indicate possible impairment in accordance with Accounting Standard Codification (“ASC”) 350 “Goodwill and Other Intangible Assets”. This standard requires that goodwill and other intangible assets with an indefinite life not be amortized but instead tested for impairment at least annually. The Company tests goodwill for impairment each year on December 31. The Company tests goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The impairment of goodwill is tested by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of the impairment loss, if any. To determine the fair value of each reporting unit, the Company uses the income approach, which is a generally accepted valuation methodology. (Note 8)

(d)Other Comprehensive Income/(Loss): The Company follows the provisions of Accounting Standard Codification (ASC) 220, “Comprehensive Income”, which requires separate presentation of certain transactions, which are recorded directly as components of stockholders’ equity. The Company presents Other Comprehensive Income/(Loss) in the Consolidated Statements of Comprehensive Income/(Loss).

(e)Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

(f)Restricted cash: Restricted cash may include: (i) cash collateral required under the Company’s secured credit facilities, (ii) retention accounts which can only be used to fund the secured credit facilities’ installments coming due and (iii) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company’s secured credit facilities and financing arrangements. (Note 3)

(g)Trade accounts receivable net: The amount shown as trade accounts receivable, at each balance sheet date, includes receivables from customers, net of allowance for doubtful receivables. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate allowance for doubtful receivables.

(h)Going concern: The Company’s policy is in accordance with ASU No. 2014-15, “Presentation of Financial Statements - Going Concern”, issued in August 2014 by the Financial Accounting Standards Board (“FASB”). ASU 2014-15 provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and on related required footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. As of December 31, 2018, the Company reported a working capital surplus of $142,316 and had cash and cash equivalents including restricted cash amounted to $156,881. The Company also expects that it will fund its operations either with cash on hand, cash generated from operations, additional secured credit facilities, financing arrangements and equity offerings, or a combination thereof, in the twelve-month period ending one year after the financial statements’ issuance.

(i)Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents; trade accounts receivable, available for sale securities and derivative contracts (interest rate swaps). The maximum exposure to loss due to credit risk is the book value at the balance sheet date. The Company places its cash and cash equivalents, consisting mostly of bank deposits, with qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company’s major customers are well known companies, which reduces its credit risk. When considered necessary, additional arrangements are put in place to minimize credit risk, such as letters of credit or other forms of payment guarantees.

The Company limits its credit risk with trade accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable. The Company makes advances for the construction of assets to the yards. The ownership of the assets is transferred from the yard to the Company at delivery. The credit risk of the advances was, to a large extent, reduced through refund guarantees issued by financial institutions.

(j)Advances for vessels under construction and related costs: This represents amounts expended by the Company in accordance with the terms of the construction contracts for vessels as well as other expenses incurred directly or under a management agreement with a related party in connection with on-site supervision. In addition, interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. The carrying value of vessels under construction (“Newbuildings”) represents the accumulated costs at the balance sheet date. Cost components include payments for yard installments, acceptance tests’ consumption, commissions to related party, construction supervision, and capitalized interest.

(k)Capitalized interest: Interest expense is capitalized during the construction period of vessels based on accumulated expenditures for the applicable project at the Company’s current rate of borrowing. The amount of interest expense capitalized in an accounting period is determined by applying an interest rate the (“capitalization rate”) to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period. If the Company’s financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to other borrowings of the Company. Capitalized interest and finance costs for the years ended December 31, 2016, 2017 and 2018, amounted to $0, $3,196 and $84 respectively (Note 18).

(l)Insurance claims: The Company records insurance claim recoveries for insured losses incurred on damages to fixed assets, loss of hire and for insured crew medical expenses under “Other current assets”. Insurance claims are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages, or loss due to the vessel being wholly or partially deprived of income as a consequence of damage to the unit or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the Company can make an estimate of the amount to be reimbursed following the insurance claim.

(m)Inventories: Inventories consist of consumable bunkers (if any), propane heel (if any), lubricants and victualing stores, which are stated at the lower of cost or net realizable value (in accordance with ASU No. 2015-11 – Inventory) and are recorded under “Other current assets”. Cost is determined by the first in, first out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in earnings in the period in which it occurs.

(n)Foreign currency translation: The functional currency of the Company is the U.S. Dollar since the Company operates in international shipping market and, therefore, primarily transacts business in U.S. Dollars. The Company’s accounting records are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. Dollars at the year-end exchange rates. Resulting gains or losses are included in “Other, net” in the accompanying consolidated statements of operations. The Company recorded gain/(loss) due to foreign currency differences amounting to $745, $335 and $(197) included in the accompanying consolidated statements of operations as of December 31, 2016, 2017 and 2018, respectively.

(o)Fixed assets, net: Drybulk carrier, tanker carrier, gas carrier and offshore support vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage). Subsequent expenditures for major improvements are also capitalized when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels. The cost of each of the Company’s vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel’s remaining economic useful life, after considering the estimated residual value. Vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton. Subsequent expenditures for major improvements are also capitalized upon installation when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels and are depreciated on a straight-line basis over their economic useful life considering zero residual value. In general, management estimates the useful life of the Company’s drybulk carrier and tanker carrier vessels to be 25 years, offshore support vessels 30 years and Very Large Gas Carriers (“VLGCs”) 35 years, from the date of initial delivery from the shipyard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted.

(p)Long lived assets held for sale: The Company classifies long lived assets and disposal groups as being held for sale in accordance with ASC 360, “Property, Plant and Equipment”, when: (i) management has committed to a plan to sell the long lived assets; (ii) the long lived assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the long lived assets have been initiated; (iv) the sale of the long lived assets is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year; and (v) the long lived assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These long lived assets are not depreciated once they meet the criteria to be classified as held for sale.

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a long-lived asset previously classified as held for sale, the asset shall be reclassified as held and used. A long-lived asset that is reclassified shall be measured individually at the lower of its carrying amount before the asset or disposal group was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset or disposal group been continuously classified as held and used and its fair value at the date of the subsequent decision not to sell (Note 7).

When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has yet to complete a time charter, it is considered that the held for sale criteria discussed in guidance are not met until the time charter has been completed as the vessel is not available for immediate sale. As a result, such vessels are not classified as held for sale. When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has no time charter to complete or a contract that is transferable to a buyer, it is considered that the held for sale criteria discussed in the guidance are met. As a result such vessels are classified as held for sale. Furthermore, in the period a long-lived asset meets the held for sale criteria, a loss is recognized for any reduction of the long-lived asset’s carrying amount to its fair value less cost to sell.

(q)Impairment of long-lived assets: The Company reviews for impairment long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on an asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. The Company evaluates the carrying amounts of its vessels by obtaining vessel independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, the Company reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions.

In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel and compares them to vessel’s carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days of drybulk, tanker, offshore and gas carrier vessels based on the most recent ten year historical rates for similar vessels, adjusted for any outliers, and utilizing available market data for each segment, over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for vessels’ maintenance and operating expenses (including planned drydocking and special survey expenditures), assuming an average annual inflation rate based on the global consumer price index (“CPI”) changes and fleet utilization of 99% decreasing by 1.5% every five years after the first ten years. The salvage value used in the impairment test is estimated to be $250 per light weight ton (LWT) for vessels, in accordance with the Company’s vessels’ depreciation policy. If the Company’s estimate of undiscounted future cash flows for any vessel, is lower than its respective carrying value, the carrying value is written down, by recording a charge to operations, to its’ respective fair market value if the fair market value is lower than the vessel’s carrying value. (Notes 7, 13)

(r)Dry-docking costs: The Company follows the direct expense method of accounting for dry-docking costs whereby costs are expensed in the period incurred for the vessels. Dry-docking costs are comprised of yard invoices, paints invoices, class certificates and other repairs (peripherals). These expenses are included in “Vessels’ operating expenses” in the consolidated statement of operations.

(s)Statement of Cash Flows: In August 2016, the FASB issued ASU No. 2016-15- Statement of Cash Flows (ASC 230) – Classification of Certain Cash Receipts and Cash Payments which addresses certain cash flow issues with the objective of reducing the existing diversity in practice. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018 with no impact on its consolidated financial statements and notes disclosures. In November 2016, the FASB issued ASU No. 2016-18—Statement of Cash Flows (ASC 230) - Restricted Cash, which addresses the requirement that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018. The only effect the adoption of ASU No. 2016-18 had on prior-period information is the presentation of restricted cash on the statement of cash flows. More precisely, the line item “Decrease/(Increase)” in restricted cash was removed from the investing activities section of the statement of cash flows and the beginning period and ending period cash balances now include restricted cash. Comparative periods of the statement of cash flow have been retrospectively adjusted to reflect the adoption of ASU No. 2016-18.

(t)Deferred financing costs: Deferred financing costs include fees, commissions and legal expenses associated with the Company’s secured credit facilities and/or financing arrangements. The Company’s policy is in accordance with ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs”, issued by the FASB in April 2015. The Company presents such costs in the balance sheet as a direct deduction from the related debt liability (secured credit facility and/or financing arrangement). These costs are amortized over the life of the related credit facility and/or financing arrangement using the effective interest method and are included in interest and finance cost. Unamortized fees relating to secured credit facilities and/or financing arrangements repaid or refinanced as extinguishments are expensed as interest and finance costs in the period the repayment or extinguishment is made. Amortization and write offs for each of the years ended December 31, 2016, 2017 and 2018, amounted to $572, $387 and $2,247 respectively (Note 18).

(u)Non-monetary transactions - Exchange of the capital stock of an entity for non-monetary assets or services: Non-monetary transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any difference between the fair value and the transaction price is considered as gain or loss for the Company. The Company determines fair value of assets and liabilities given up or received in accordance with ASC 820 “Fair Value Measurement”. In cases of transactions related to an exchange of preferred shares with common ones, any difference between the fair value and the carrying value of the exchanged preferred shares is considered as shareholders dividend or capital contribution from/to the Company.

(v)Extinguishment of Preferred Stock: In case of preferred stock extinguishment, the difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock in the Company’s balance sheet (net of issuance costs) should be subtracted from (or added to) net income/(loss) to arrive at income/(loss) available to common stockholders in the calculation of earnings/(loss) per share. The difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock in the Company’s balance sheet represents a return to/from the preferred stockholder that should be treated in a manner similar to the treatment of dividends paid on preferred stock.

(w)Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), as amended, which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard neither substantially changes lessor accounting, nor lease classification criteria. For public companies, the standard is effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted.

Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. Under that transition method, an entity initially applies the new leases standard (subject to specific transition requirements and optional practical expedients) at the beginning of the earliest period presented in the financial statements (which is January 1, 2017, for calendar-year-end public business entities that adopt the new leases standard on January 1, 2019).

In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842) – Targeted Improvements. The amendments in this Update: (i) provide entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; and, (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (ASC 606) and both of the following are met: (a) the timing and pattern of transfer of the non-lease component(s) and associated lease component are the same, and (b) the lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842. Leases between related parties, are classified in accordance with the lease classification criteria applicable to all other leases on the basis of the legally enforceable terms and conditions of the lease.

The Company early adopted the new standard on the 4th quarter and applied the modified retrospective method and elected to apply the additional optional transition method along with the following practical expedients: (i) a package of practical expedients which does not require the Company to reassess: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether initial direct costs for any expired or existing leases would qualify for capitalization under ASC 842; (ii) to account for non-lease components (primarily crew and maintenance services) of time charters as a single lease component as the timing and pattern of transfer of the non-lease components and associated lease component are the same, the lease components, if accounted for separately, would be classified as an operating lease, and such non-lease components are not predominant components of the combined component.

The Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements. Therefore, the Company accounts for the combined component as a lease under ASC 842.

Refer to discussion in Note 2(z) for revenue recognition from time charters. Compensation for ballast voyages (vessel repositioning after lease inception but prior to lease commencement which takes place upon the delivery of the vessel to the charterer) is deferred and recognized over the charter period. The Company also elected to make an accounting policy election to recognize an asset for contract fulfillment costs (primarily bunkers costs related to ballast voyages) in accordance with ASC 340-40.

(x)Finance lease – Lessee: In accordance with ASC 842 at the commencement date of a finance lease, the Company as a lessee recognizes a finance lease liability at the present value of the lease payments to be made over the lease term and a right-of-use asset at cost which consists of all of the following: (1) an amount equal to the lease liability present value; (2) the lease payments made to the lessor at or before the commencement date, less any lease incentives received; and (3) the initial direct costs incurred by the lessee.

After the commencement date, the Company recognizes depreciation of the right-of-use asset and separately recognizes interest on the lease liability for a finance lease.

Over the lease term, the carrying amount of the lease liability is reduced by the lease payments, with any change over the lease payments already included in the lease liability to be recognized as interest and finance cost in the period they are incurred and increased by the finance lease interest cost (unwinding effect of discount rate). Any lease payments not included in the lease liability are recognized in the period in which their obligation is incurred under interest and finance cost.

The right-of-use asset is depreciated on a straight-line basis, unless another systematic basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits, over the shorter of the lease term or the useful life of the right-of-use asset; and tested for any impairment losses along with the Company’s long-lived assets. The depreciation period is the remaining life of the underlying asset if the lessee is reasonably certain to exercise an option to purchase the underlying asset or if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

(y)Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing by the Company as it effectively retains control of the underlying asset.

If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

(z)Revenue from Contracts with Customers: ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue from contracts with customers and supersedes most legacy revenue recognition guidance.The core principle of the guidance in ASC 606, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in each contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in each contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Incremental costs of obtaining a contract with a customer and contract’s fulfillment costs should be capitalized and amortized over the voyage period, if certain criteria are met – for incremental costs if only they are chargeable to the customer and for contract’s fulfillment costs if each of the following criteria is met: (i) they relate directly to the contract, (ii) they generate or enhance the entity’s resources that shall be used in the performance obligation satisfaction and (iii) are expected to be recovered.

Further, in case of incremental costs, entities may elect to use a practical expedient not to capitalize them when the amortization period (voyage period) is less than one year. Having not adopted ASC 606, the Company's (i) voyage revenues would have been $185,514 for the year ended December 31, 2018, (ii) voyage expenses would have been $31,746 for the year ended December 31, 2018, (iii) trade accounts receivables would have been $14,440 as of December 31, 2018, (iv) accrued liabilities would have been $3,428 as of December 31, 2018 and (v) no deferred contract costs would have been recognized as of December 31, 2018. Having not adopted ASC 606, the Company’s total equity would have been $637,038  and net income would have been  $21,089, respectively, for the year ended December 31, 2018, or $0.21 basic and diluted earnings per share.

(aa)Accounting for Revenue and related expenses: The Company generates its revenues from chartering its vessels under time or bareboat charter agreements (including profit sharing clauses) and voyage charter agreements.

Time and bareboat charters: Vessels are chartered out when a contract exists and the vessel is delivered (commencement date) to the charterer, for a fixed period of time, at rates that are generally determined in the main body of charter parties and the relevant voyage expenses burden the charterer (i.e. port dues, canal tolls, pilotages and fuel consumption). Upon delivery of the vessel, the charterer has the right to control the use of the vessel (under agreed prudent operating practices) as it has the enforceable right to: (i) decide the (re)delivery time of the vessel; (ii) arrange the ports from which the vessel shall pass; (iii) give directions to the master of the vessel regarding vessel’s operations (i.e. speed, route, bunkers purchases, etc.); (iv) sub-charter the vessel and (v) consume any income deriving from the vessel’s charter. Thus, time and bareboat charter agreements are accounted for as operating leases, ratably on a straight line over the duration of the charter basis in accordance with ASC 842. Any off-hires are recognized as incurred.

The charterer may charter the vessel with or without owner’s crew and other operating services (time and bareboat charter, respectively). Thus, the agreed dayrates (hire rates) in the case of time charter agreements include also compensation for part of the agreed crew and other operating services provided by the owner (non-lease components). The Company has elected to account for the lease and non-lease component of time charter agreements as a combined component in its financial statements, having taken into account that the non-lease component would be accounted for ratably on a straight-line basis over the duration of the time charter in accordance with ASC 606 and that the lease component in considered as the predominant component. In this respect, the Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements.

Apart from the agreed dayrates, the owner may be entitled to an additional income, such as ballast bonus which is considered as reimbursement of owner’s expenses and is recognized together with the lease component over the duration of the charter. The relatedballast costs incurred over the period between the charter party date or the prior redelivery date (whichever is latest) and the delivery date to the charterer are deferred and amortized on a straight line basis over the duration of the charter.

Voyage charters: Voyage charter is a charter where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate per ton, regardless of time to complete. A voyage is deemed to commence upon the loading of the cargo and is deemed to end upon the completion of discharge of the current cargo. Voyage charter payments are due upon discharge of the cargo. The Company has determined that under its voyage charters, the charterer has no right to control any part of the use of the vessel. Thus, the Company’s voyage charters do not contain a lease and are accounted for in accordance with ASC 606. More precisely, the Company satisfies its single performance obligation to transfer cargo under the contract over the voyage period. Thus, voyage charter revenues are recognized ratably over the loading to discharge period (voyage period).

Voyage related and vessel operating costs: Voyage expenses primarily consist of commissions, port dues, canal and bunkers. Vessel operating costs include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs including dry-docking costs. Under voyage charter arrangements, voyage expenses that are unique to a particular charter are paid for by the Company. Under a time charter, specified voyage costs, such as bunkers and port charges are paid by the charterer and other non-specified voyage expenses, such as commissions, are paid by the Company. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Commissions counter, third and related party are expensed as incurred. Contract fulfillment costs (mainly consisting of bunker expenses and port dues) for voyage charters are recognized as a deferred contract costs and amortized over the voyage period when the relevant criteria under ASC 340-40 are met or are expensed as incurred. The Company has made an accounting policy election to also recognize contract fulfillment costs for time charters under ASC 340-40. All vessel operating expenses are expensed as incurred.

Deferred revenue: Deferred revenue primarily relates to cash advances received from charterers. These amounts are recognized as revenue over the charter period.

Deferred contract costs: Deferred contract costs relate to unamortized contract fulfillment costs incurred by the Company during the period from the latter of the charter party date or last discharge or redelivery date to loading or delivery date for voyage and time charter agreements respectively. They are recorded under “Other current assets” and are recognized as voyage expenses and amortized over the voyage or charter period.

(ab)Earnings/(loss) per common share: Basic earnings/(loss) per common share are computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. Dilution is computed by the treasury stock method whereby all of the Company’s dilutive securities are assumed to be exercised or converted and the proceeds used to repurchase common shares at the weighted average market price of the Company’s common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation.

(ac)Segment reporting: The Company determined that during 2018 operated under four reportable segments, as a provider of drybulk commodities transportation services for the steel, electric utility, construction and agri-food industries (drybulk segment), as a provider of offshore support services to the global offshore energy industry (offshore support segment), as a provider of transportation services for crude and refined petroleum cargoes (tanker segment) and as a provider of transportation services for liquefied gas cargoes (gas carrier segment). The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s consolidated financial statements.

(ad)Financial instruments: The Company designates its derivatives based upon guidance on ASC 815, “Derivatives and Hedging” which establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The guidance on accounting for certain derivative instruments and certain hedging activities requires all derivative instruments to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings unless specific hedge accounting criteria are met.

(i) Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated.

The Company was party to interest swap agreements where it received a floating interest rate and paid a fixed interest rate for a certain period. All of the Company’s interest swap agreements were either matured or terminated during the year ended December 31, 2016. Contracts which meet the strict criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of “Accumulated other comprehensive income/(loss)” in equity, while any ineffective portion, if any, is recognized immediately in current period earnings. The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the consolidated statement of operations. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as financial income or expense.

(ii) Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings.

In January 2016, the FASB issued ASU No. 2016-01– Financial Instruments - Overall (ASC 825-10). ASU 2016-01, changes how public companies will recognize, measure, present and make disclosures about certain financial assets and financial liabilities. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018 with no impact on its consolidated financial statements and notes disclosures.

(ae)Fair value measurements: The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” which defines, and provides guidance as to the measurement of, fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 13).

(af)Stock-based compensation: Stock-based compensation represents vested and non-vested common stock granted to employees and directors, for their services. The Company calculates total compensation expense for the award based on its fair value on the grant date and amortizes the total compensation on an accelerated basis over the vesting period of the award or service period (Note 15). On January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, effective for the fiscal year ending December 31, 2017 and interim periods within this fiscal year. The adoption of this guidance had no impact on the Company's consolidated financial statements and notes disclosures.

(ag)Income taxes: Income taxes are provided for based upon the tax laws and rates in effect in the countries in which the Company’s ocean going cargo vessels’ operations were conducted and income was earned. There is no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which the Company operates have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. (Note 21).

(ah)Commitments and contingencies: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.

(ai)Investments in Affiliates: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significant influence, but over which it does not exercise control. Investments in these entities are accounted for by the equity method of accounting. Under this method the Company records an investment in the stock of an affiliate at cost or at fair value in case of a retained investment in the common stock of an investee in a deconsolidation transaction, and adjusts the carrying amount for its share of the earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

At each reporting date, the Company performs an assessment in order to identify and account for any other than temporary impairment in its investment in affiliates. Specifically, the Company assesses factors indicating that a decline in the value of an investment is other-than-temporary and that a write-down of the carrying amount is required and concludes whether the impairment is other than temporary and then measures and recognizes the respective impairment charge as the difference between the carrying value and the fair value of the equity investment. In accordance with ASC 825-10 entities are allowed to elect to measure certain financial assets and financial liabilities (as well as certain non-financial instruments that are similar to financial instruments) at fair value. Equity method investments are eligible for the fair value option.

If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, ASC 825-10-25-7 requires that the fair value option be applied to all of the investor’s eligible interests in that investee. The fair value option election is non-revocable even if the Company loses significant influence over the investee. Under the fair value model, an investment in an affiliate is recognized initially at the fair value at the transaction date and at each reporting date, an investor shall measure its investments in affiliates at fair value, with changes recognized in profit or loss.

Affiliates included in the financial statements:

1. Ocean Rig UDW Inc. (“Ocean Rig”) and its subsidiaries, accounted for under the equity method from June 8, 2015 through April 4, 2016, (ownership interest as of April 4, 2016, was 40.4%); and
2. Heidmar, a global tanker pool operator, accounted for under the fair value option from August 29, 2017 (ownership interest is 49%).

(aj)Accounting for transactions under common control: Common control transaction is any transfer of net assets or exchange of equity interests between entities or businesses that are under common control by an ultimate parent or controlling shareholder before and after the transaction. Common control transactions may have characteristics that are similar to business combinations but do not meet the requirements to be accounted for as business combinations because, from the perspective of the ultimate parent or controlling shareholder, there has not been a change in control over the acquiree. Due to the fact common control transactions do not result in a change in control at the ultimate parent or controlling shareholder level, the Company does not account for that at fair value. Rather, common control transactions are accounted for at the carrying amount of the net assets or equity interests transferred.

(ak)Troubled Debt Restructurings: A restructuring of a debt constitutes a troubled debt restructuring if the lender or creditor for economic or legal reasons related to the Company’s financial difficulties grants a concession to the Company that it would not otherwise consider. Troubled debt that is fully satisfied by foreclosure, repossession, or other transfer of assets or by grant of equity securities by the Company is included in the term troubled debt restructuring and is accounted as such.

The Company, when issuing or otherwise granting an equity interest to a lender or creditor to settle fully a payable or debt, accounts for the equity interest granted at its fair value. The difference between the fair value of the equity interest granted and the carrying amount of the payable or debt settled is recognized as a gain on restructuring of payables or debt. Legal fees and other direct costs incurred in granting an equity interest to a creditor reduce the fair value of the equity interest issued. All other direct costs incurred in connection with a troubled debt restructuring are charged to expense as incurred.

(al)     Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the amount of outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury shares. Treasury shares are essentially the same as unissued capital and reduce ordinary share capital. The cost of the acquired shares should generally be shown as a deduction from stockholders' equity. Dividends on such shares held in the entity’s treasury should not be reflected as income and not shown as a reduction in equity. Gains and losses on sales of treasury stock should be accounted for as adjustments to stockholders’ equity and not as part of income. Depending on whether the shares are acquired for reissuance or retirement, treasury shares are accounted for under the cost method or the constructive retirement method. The cost method is also used when reporting entity management has not made decisions as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired.

(am)Investment in debt securities: Investments in debt securities are classified as trading, hold-to-maturity and available-for-sale securities and are initially measured at the transaction price (equal to their fair value at acquisition) plus transaction costs. Pursuant to their classification, they are subsequently measured at their fair value through income statement, at amortized cost or at their fair value through other comprehensive income / (loss), respectively. The Company, in order to determine the accounting treatment for its investments in debt securities, assesses their proper classification based on management's intention and ability to hold the investment until maturity and the existence of any trading activity, in accordance with ASC 320.

Held-to-maturity securities: Debt securities for which at acquisition management has both the positive intent and ability to hold them until maturity. They are classified as current or non-current depending on their maturity dates.

Trading securities: Debt securities bought and held primarily to be sold in the near term, generating profits on short-term movements in market prices or spreads. They are classified as current or non-current depending on management’s intention to sell within the next twelve months. Any change in their fair value is immediately recognized in the income statement.

Available-for-sale securities: Debt securities that are not classified as either held-to-maturity or trading securities. They are classified as current or non-current depending on maturities and management's expectation to sell the following year. Unrealized gains or losses are recorded in other comprehensive income/(loss) and reclassified to income statement upon realization.

Taking into consideration (i) the Company’s intention to hold the investment for only an indefinite period – not as of the maturity date, (ii) the fact that the invested trading securities are tradable in an active market and (iii) the absence of any material trading activity in the past, the Company classified its investment in debt securities (corporate bonds) as available for sale under non-current assets (Note 13).

(an)Recent accounting pronouncements:

Financial Instruments: In June 2016, the FASB issued ASU No. 2016-13– Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For public entities, the amendments of this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (ASC 820) - Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance on fair value disclosures eliminates the following requirements for all entities: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the entity's policy for the timing of transfers between levels of the fair value hierarchy; and (iii) the entity's valuation processes for Level 3 fair value measurements. The following disclosure requirements were added to ASC 820 for public companies: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period and (ii) for recurring and nonrecurring Level 3 fair value measurements, the range and weighted average used to develop significant unobservable inputs and how the weighted average was calculated, with certain exceptions. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

The guidance makes the following modifications for public entities: (i) entities are required to provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future (the FASB also deleted the word “sensitivity,” which it said had caused confusion about whether the disclosure is intended to convey changes in unobservable inputs at a point in the future) and (ii) entities that use the practical expedient to measure the fair value of certain investments at their net asset values are required to disclose (1) the timing of liquidation of an investee’s assets and (2) the date when redemption restrictions will lapse, but only if the investee has communicated this information to the entity or announced it publicly. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, although early adoption is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

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Cash and Cash Equivalents and Restricted Cash

12 Months Ended

Dec. 31, 2018

Disclosure Text Block [Abstract]

Cash and Cash equivalents and restricted cash:

3.Cash and Cash equivalents and restricted cash:

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:

	December 31, 2016		December 31, 2017		December 31, 2018
Cash and cash equivalents	$	76,414	$	14,490	$	141,851
Restricted cash		350		726		20
Restricted cash, non-current		10		15,010		15,010
Total	$	76,774	$	30,226	$	156,881

Restricted cash includes (i) cash collateral required under the Company’s secured credit facilities, (ii) retention accounts that can only be used to fund the secured credit facilities’ installments coming due and (iii) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company’s secured credit facilities and financing arrangements.

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Transactions with Related Parties

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Abstract]

Transactions with Related Parties:

4.Transactions with Related Parties:

The amounts included in the accompanying consolidated balance sheets and consolidated statements of operations are as follows:

					December 31,
					2017		2018
Balance Sheet
Due from related parties			$		16,914		$			27,864
Due from related parties (current) - Total					16,914					27,864
Due to related parties					(72)					(5,796)
Due to related parties (current) - Total			$		(72)		$			(5,796)
Due to related parties					(71,631)					(66,690)
Due to related parties (non - current) - Total			$		(71,631)		$			(66,690)
Advances for vessels under construction and related costs					1,004					-
Vessels, net					-					170,871
Accrued liabilities			$		(350)		$			(304)
	Year ended December 31,
Statement of Operations	2016			2017				2018
Time charter	$	1,800		$		3,988		$	9,168
Voyage expenses		(390)				(1,526)			(3,743)
Depreciation		-				-			(629)
General and administrative expenses		(32,397)				(23,850)			(22,986)
Commissions for assets sold		(886)				(85)			(3,568)
Loss from sale of vessel owning companies, net of commissions		(22,318)				-			-
Interest and finance costs		(1,789)				(13,070)			(2,924)
Loss on Private Placement	$	-		$		(7,600)		$	-
Per day and per quarter information in the note below is expressed in United States Dollars/Euros)

TMS Bulkers Ltd. - TMS Offshore Services Ltd. - TMS Tankers Ltd. – TMS Cardiff Gas Ltd. – TMS Dry Ltd. (together the “TMS Managers”): Effective January 1, 2017, the Company entered into new agreements (the “New TMS Agreements”) with TMS Bulkers Ltd. (“TMS Bulkers”) and TMS Offshore Services Ltd. (“TMS Offshore Services”) to streamline the services offered by TMS Bulkers under the management agreements with each of the Company’s drybulk vessel owning subsidiaries and by TMS Offshore Services, pursuant to the respective management agreements with the Company’s offshore support vessel owning subsidiaries. Effective January 1, 2017, the Company also entered into new agreements with TMS Cardiff Gas Ltd. (”TMS Cardiff Gas”) and TMS Tankers Ltd. (“TMS Tankers”) regarding its acquired tanker and gas carrier vessels on similar terms as the New TMS Agreements (Notes 6, 7). On May 31, 2018, the Company supplemented the management services providers under the New TMS Agreements to include TMS Dry Ltd. (“TMS Dry”), which is the manager of the Newcastlemax drybulk carriers, the Huahine, Conquistador, Pink Sands and Xanadu (Notes 7, 12). TMS Bulkers, TMS Offshore Services, TMS Cardiff Gas, TMS Tankers and TMS Dry are collectively referred to herein as the “TMS Managers”. The TMS Managers may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and Chief Executive Officer (“CEO”).

In connection with the New TMS Agreements that entail an increased scope of services, including executive management, commercial, accounting, reporting, financing, legal, manning, catering, IT, attendance, insurance, technical and operations services, the Company terminated the consulting agreements with Fabiana Services S.A. (“Fabiana”), Vivid Finance Limited (“Vivid”) and Basset Holdings Inc. (“Basset”), entities that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou and by the President and Chief Financial Officer (“CFO”), Mr. Anthony Kandylidis, effective as of December 31, 2016. The all-in base cost for providing the increased scope of services is $1,643/day per vessel, which is a 33% reduction from prior levels, based on a minimum of 20 vessels, decreasing thereafter to $1,500/day per vessel.

The management fee is payable in equal monthly installments in advance and can be adjusted each year to the Greek Consumer Price Index for the previous year by not less than 3% and not more than 5%. The New TMS Agreements entitled the TMS Managers to an aggregate performance bonus for 2016 amounting to $6,000, as well as a one-time setup fee of $2,000.

Under the respective New TMS Agreements, the TMS Managers are also entitled to (i) a discretionary performance fee (up to $20,000, in either cash or common stock, at the discretion of the Company’s board of directors), (ii) a commission of 1.25% on charter hire agreements that are arranged by the TMS Managers, (iii) a commission of 1% of the purchase price on sales or purchases of vessels in the Company’s fleet that are arranged by the TMS Managers, (iv) a financing and advisory commission of 0.50% and (v) reimbursement of out of pocket and travel expenses. The New TMS Agreements have terms of ten years.

Under both the New TMS Agreements and the agreements effective up to December 31, 2016, if the TMS Managers are requested to supervise the construction of a newbuilding vessel, in lieu of the management fee, the Company will pay the TMS Managers an upfront fee equal to 10% of the budgeted supervision cost. For any additional attendance above the budgeted superintendent expenses, the Company will be charged extra at a standard rate of Euro 500 (or $572 based on the Euro/U.S. Dollar exchange rate at December 31, 2018) per day.

Under both the New TMS Agreements and the agreements effective up to December 31, 2016, in the event that the management agreements are terminated for any reason other than a default by TMS Managers or change of control of the vessel owning companies’ ownership, the Company is required to pay the management fee for a further period of three calendar months as from the date of termination.

In the event of a change of control of the vessel owning companies’ ownership, the Company is required to pay TMS Managers a termination payment, representing an amount equal to the estimated remaining fees payable to TMS Managers under the term of the agreement, which such payment shall not be less than the fees for a period of 36 months and not more than a period of 48 months. The Company may terminate the agreements for a convenience at any time for a fee of $50,000.

Transactions with TMS Managers in Euros are settled on the basis of the average U.S. Dollar rate on the invoice date.

According to the agreements effective up to December 31, 2016, TMS Bulkers provided comprehensive drybulk ship management services, including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training as well as supply provisioning. TMS Bulkers’ commercial management services included operations, chartering, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance. According to the agreements effective up to December 31, 2016, TMS Offshore Services provided overall technical and crew management to the Company’s Platform Supply and Oil Spill Recovery vessels.

Each management agreement had an initial term of five years and was eligible for automatic renewal after a five-year period and thereafter extended in five-year increments, unless the Company provided notice of termination in the fourth quarter of the year immediately preceding the end of the respective term.

Cardiff Tankers Inc. – Cardiff Gas Ltd: Under certain charter agreements for the Company’s tankers and gas carrier vessels, Cardiff Tankers Inc. (“Cardiff Tankers”) and Cardiff Gas Ltd (“Cardiff Gas”), two Marshall Islands entities that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou, provide services related to the sourcing, negotiation and execution of charters, for which they are entitled to a 1.25% commission on charter hire earned by those vessels. Cardiff Gas provided the Company with such services until the disposal of its four VLGCs (Note 7). 

George Economou: Mr. George Economou is the Company’s Chairman and CEO. Additionally, as of the date of this annual report, SPII Holdings Inc. (“SPII”), an entity that may be deemed to be beneficially owned by Mr. George Economou, beneficially owns 72,421,515 common shares of the Company, which is approximately 83.4% of the Company's outstanding common stock. Mr. George Economou therefore may be deemed to have control over the actions of the Company.

Other: On March 24, 2016, the Company entered into a sale agreement with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the sale of the outstanding shares of the vessel owning companies of its Capesize drybulk carriers, the Fakarava, Rangiroa and Negonego, classified as held for sale from December 31, 2015 (Note 7). The transaction was approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates.

On September 16, 2016 and October 26, 2016, the Company also entered into sale agreements with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the sale of the shares of the vessel owning companies of the Panamax drybulk carrier, the Oregon and the Panamax drybulk carriers, the Amalfi and Samatan, respectively (Note 7). The transactions were approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates.

On January 12, 2017, the Company entered into a “zero cost” Option Agreement (the “LPG Option Agreement”), with companies that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of the shares of four owning companies of four high specifications VLGCs capable of carrying liquefied petroleum gas (“LPG”) that were then under construction at Hyundai Samho Heavy Industries Co., Ltd. (“HHI”) and had long-term time charter employment agreements with major oil companies and oil traders.

Under the terms of the LPG Option Agreement, the Company had until April 4, 2017, to exercise four separate options to purchase up to the four VLGCs at a price of $83,500 per vessel. The transaction was approved by the independent members of the Company’s board of directors based on third party broker valuations. On January 19, 2017 and March 10, 2017, the Company exercised the first two options and acquired two of the VLGCs that were at that time under construction, and on April 6, 2017, exercised the remaining two options and acquired the two remaining VLGCs that were at that time under construction (Notes 6, 7).

On April 3, 2017, and in connection with the acquisition of the four VLGCs under construction, the Company acquired without any cost or payment 100% of the outstanding shares of Cardiff LNGShips Ltd. and Cardiff LPG Ships Ltd. from entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO.

On May 15, 2017, the Company also entered into a purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Suezmax newbuilding vessel Samsara. The transaction was approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates and the long-term employment on a fixed rate basis plus profit share, provided by the seller. The vessel was time chartered back to the seller and employed from May 24, 2017 under a five year time charter plus optional periods in charterer’s option at a base rate plus profit share. The charterer was also granted purchase options at the end of each firm period (Note 7).

On May 31, 2018, the Company entered into two separate share purchase agreements with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning companies of the Newcastlemax drybulk carrier Huahine and the Suezmax tanker vessel Marfa, including their associated credit facilities, respectively. The transactions were approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates (Notes 7, 11).

On June 20, 2018, the Company entered into an index linked employment agreement for the Newcastlemax drybulk carrier Huahine with TMS Dry. Under the agreement, the Company could give 60-days advance termination notice and could then seek alternative or fixed rate employment. The transaction was approved by the independent members of the Company’s board of directors taking into account among other things the actual speed and consumption figures of the vessel, the terms of the proposed time charter party, fixtures of sister vessels the Company owns and general market activity. On July 30, 2018 and upon notice of termination, the employment agreement with TMS Dry was terminated.

On November 19, 2018, the Company entered into a share purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Aframax tanker vessel Botafogo, including its associated credit facility. The transaction was approved by the independent members of the Company’s board of directors taking into account independent third-party broker charter free valuations certificates (Notes 7, 11).

On November 19, 2018, the Company entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate bareboat charterhire of $171,500. These vessels were already secured by mortgages under secured credit facilities that expire from April 2028 to February 2029, bear interest at LIBOR plus a margin and are repayable in quarterly installments with balloon payments at maturity. The bareboat charterhire is payable as follows: i) an amount of $99,875 in advance (advance bareboat charterhire), being the difference between the aggregate bareboat charterhire and the then outstanding balance of the aforementioned secured credit facilities, and ii) an amount of $71,625 in quarterly installments equal to the respective installments of the aforementioned secured credit facilities, being the then outstanding balance of the relevant credit facilities, bearing the same interest (LIBOR plus margin) and balloon payments at maturity. As part of the agreements, there are purchase obligations for its vessel’s legal rights and titles and interests, upon payment of each balloon installment at each last repayment date.

On the same date, the Company entered into three separate index linked employment agreements for each of the aforementioned vessels with TMS Dry. Under the agreements, the Company can give 60-days advance termination notice and can then seek alternative or fixed rate employments. The transactions were approved by the independent members of the Company’s board of directors taking into account among other things i) independent third-party broker charter free valuations certificates and ii) the actual speed and consumption figures of each vessel, the terms of the proposed time charter parties, fixtures of sister vessels the Company owns and general market activity (Notes 7, 12, 13). The revenue recognized during the year ended December 31, 2018 under those agreements amounted to $1,727.

Fabiana Services S.A.: On October 22, 2008, the Company entered into a consultancy agreement as amended and supplemented from time to time with Fabiana, a Marshall Islands entity that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou, with an effective date of February 3, 2008, as amended. Under the agreement, Fabiana provided the services of the Company’s Chairman and CEO. Effective December 31, 2016, the consultancy agreement with Fabiana was terminated at no cost by mutual agreement of the parties.

Basset Holdings Inc.:Under the consultancy agreement effective from January 1, 2015, between the Company and Basset, a Marshall Islands company that may be deemed to be beneficially owned by the Company’s President and CFO, Basset provided consultancy services relating to the services of Mr. Anthony Kandylidis in his capacity as Executive Vice President, and since May 2016 President and since December 2016 Chief Financial Officer of the Company. Effective December 31, 2016, the consultancy agreement with Basset was terminated at no cost by mutual agreement of the parties.

Vivid Finance Limited: Under the consultancy agreement effective from September 1, 2010 between the Company and Vivid, a company that may be deemed to be beneficially owned by the Chairman and CEO of the Company, Mr. George Economou, Vivid provided the Company and its subsidiaries with financing-related services in regards to Company’s tanker, drybulk and offshore support shipping segments. Effective December 31, 2016, the consultancy agreement with Vivid was terminated at no cost by mutual agreement of the parties.

Ocean Rig UDW Inc.: On March 29, 2016, the Company entered into 60 day time charter agreements for the offshore support vessels Crescendo and Jubilee with a subsidiary of Ocean Rig to assist with the stacking of Ocean Rig’s drilling units in Las Palmas. The transactions were approved by the independent members of the Company’s board of directors.

On April 5, 2016, the Company sold all of its shares in Ocean Rig to a subsidiary of Ocean Rig for total cash consideration of approximately $49,911.

The sale proceeds were used to partly reduce the outstanding amount under the revolving credit facility provided to the Company by Sifnos Shareholders Inc. (“Sifnos”), an entity that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou and for general corporate purposes. In addition, the Company reached an agreement under the revolving credit facility with Sifnos whereby the lender agreed to, among other things release its lien over the Ocean Rig shares. This transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. As of April 5, 2016, the Company no longer holds any equity interest in Ocean Rig (Note 10).

Private Placement – Rights Offering: The independent members of the Company’s board of directors, following receipt of a fairness opinion on August 11, 2017, approved a transaction pursuant to which the Company sold 36,363,636 of the Company’s common shares to entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate consideration of $100,000 at a price of $2.75 per share (the “Private Placement”). On August 11, 2017, the Company signed a binding term sheet (the “Term Sheet”) pursuant to the Private Placement terms.

On August 29, 2017 and following the closing of the Private Placement: (i) 9,818,182 common shares were issued to Sierra Investments Inc. (“Sierra”), an entity that may be deemed to be beneficially owned by Mr. George Economou, in exchange for the reduction of the principal outstanding balance by $27,000 of the Company’s unsecured credit facility with Sierra, (ii) 14,545,454 common shares were issued to Mountain Investments Inc. (“Mountain”), an entity that may be deemed to be beneficially owned by Mr. George Economou, in exchange for the termination of the participation rights agreement dated May 23, 2017 ( the “Participation Rights Agreement”) and the forfeiture of all outstanding shares of Series D Preferred Stock (which carried 100,000 votes per share) and (iii) 12,000,000 common shares to SPII as consideration for the purchase of the 100% issued and outstanding equity interests of Shipping Pool Investors Inc. (“SPI”), which directly holds a 49% interest in Heidmar, a global tanker pool operator.

The Private Placement transaction was a non-cash transaction with a transfer of an exchange of assets and liabilities as a consideration for the common stock issued. The fair values of the non-cash transactions, as described above, are determined based on the fair values of assets and liabilities given up on the date that the transaction was concluded, or if more clearly evident, the fair value of the asset and liabilities received on the date that the respective transaction was concluded. The Company considered that the fair value of the shares issued as part of the transaction is considered more clearly evident and concluded that in this respect the aforementioned non-monetary transaction will be recorded based on the fair value of the shares issued as part of the Private Placement. The fair value of the Company’s exchanged capital stock was valued using the quoted market price available as of the closing of the transaction according to ASC 820 “Fair Value Measurement” (Notes 10, 13).

The transaction resulted in a total loss of $7,600, as the difference between the transaction price and the fair value price of $2.05 and was included in “Loss on Private Placement” in the accompanying consolidated statement of operations for the year ended December 31, 2017. In addition, an amount of $2,805 was classified under the respective “Stockholders’ Contribution” as the difference between the carrying value of the Series D Preferred Stock before its forfeiture and its fair value and was included in “Accumulated deficit” in the accompanying consolidated balance sheet as of December 31, 2017 (Notes 13, 14).

On August 11, 2017, in accordance with the Term Sheet, the independent members of the Company’s board of directors also approved a subsequent rights offering (the “Rights Offering”) that commenced on August 31, 2017 and allowed the Company’s shareholders to purchase their pro rata portion of up to $100,000 of the Company’s common shares at a price of $2.75 per share. On August 29, 2017 and in connection with the Rights Offering, Sierra also entered into a backstop agreement (the “Backstop Agreement”) to purchase from the Company, at $2.75 per share, the number of shares of common stock offered under the Rights Offering that would not be issued to existing shareholders if these shareholders did not exercise their rights in full. On October 4, 2017 and following the closing of the Rights Offering, 36,057,876 common shares were issued to Sierra, representing the number of common shares not issued pursuant to the full exercise of rights from existing shareholders (Note 14).

Sifnos Shareholders Inc. – Sierra Investments Inc.: On October 21, 2015, as amended on November 11, 2015, the Company entered into a revolving credit facility (“Revolving Credit Facility”) of up to $60,000 with Sifnos, for general working capital purposes. The Revolving Credit Facility was secured by the shares that the Company held in Ocean Rig and in Nautilus Offshore Services Inc. (“Nautilus”) and by a first priority mortgage over one Panamax drybulk carrier. The Revolving Credit Facility had a tenor of three years. Under this agreement, the lender had the right to convert a portion of the outstanding Revolving Credit Facility into shares of the Company’s common stock or into shares of common stock of Ocean Rig held by the Company. The conversion would be based on the volume weighted average price of either stock plus a premium.

In addition, the lenders and the borrowers had certain conversion rights the exercise of which was approved by our board of directors on December 11, 2015. Specifically, the Company, as the borrower under this agreement, had the right to convert $10,000 of the outstanding Revolving Credit Facility into 8 preferred shares (8,333 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company. As of December 22, 2015 the Company drew down the amounts of $30,000 under the Revolving Credit Facility. On December 30, 2015, the Company’s board of directors exercised its right to convert $10,000 of the outstanding principal amount of the Revolving Credit Facility into 8 shares (8,333 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of Series B Convertible Preferred Stock of the Company. Each share of Series B Convertible Preferred Stock had the right to vote with the common shares on all matters on which the common shares were entitled to vote as a single class and the shares of Series B Convertible Preferred Stock had five votes per share. The shares of Series B Convertible Preferred Stock were to be mandatorily converted into common shares of DryShips on a one to one basis within three months after the issuance thereof or any earlier date selected by the Company in its sole discretion. The above transactions were approved by the independent members of the Company’s board of directors on the basis of fairness opinions obtained in connection with those transactions.

On March 24, 2016, the Company entered into an agreement to increase the Revolving Credit Facility. The Revolving Credit Facility was amended to increase the maximum available amount by $10,000 to $70,000, to give the Company an option to extend the maturity of the facility by 12 months to October 21, 2019 and to cancel the option of the lender to convert the outstanding Revolving Credit Facility to the Company’s common stock.

Additionally, subject to the lender’s prior written consent, the Company had the right to convert $8,750 of the outstanding balance of the Revolving Credit Facility into 29 preferred shares (29,166 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company, with a voting power of 5:1 (vis-à-vis common stock) and would mandatorily convert into common stock on a 1:1 basis within 3 months after such conversion. As part of the transaction the Company also entered into a Preferred Stock Exchange Agreement to exchange the 8 Series B Convertible Preferred Stock (8,333 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) held by the lender for $8,750. The transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. The Company subsequently cancelled the Series B Convertible Preferred Stock previously held by the lender effective March 24, 2016.

On March 29, 2016, the Company drew down the amount of $28,000 under the Revolving Credit Facility.

On April 5, 2016, the Company sold all of its shares in Ocean Rig, to a subsidiary of Ocean Rig for total cash consideration of approximately $49,911 and used $45,000 from the proceeds, to partly reduce the outstanding amount under the Revolving Credit Facility. In addition, the Company reached an agreement under the Revolving Credit Facility whereby the lender agreed to, among other things (i) release its lien over the Ocean Rig shares and, (ii) waive any events of default, subject to a similar agreement being reached with the rest of the lenders to the Company, in exchange for a 40% loan to value maximum loan limit, being introduced under this facility. In addition, the interest rate under the loan was reduced to 4% plus LIBOR. The transaction was approved by the independent members of our board of directors on the basis of a fairness opinion.

On September 9, 2016, the Company entered into an agreement to convert $8,750 of the outstanding balance of the Revolving Credit Facility into 29 Series D Preferred shares of the Company (29,166 shares before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), which were issued on September 13, 2016. Each preferred share had 100,000 votes and was not convertible into common stock of the Company. The transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. Also on September 21, 2016, the Company drew down the amount of $7,825 under the Revolving Credit Facility.

On October 31, 2016, the Revolving Credit Facility was amended to increase the maximum available amount by $5,000 to $75,000 and to give the Company an option within 365 days to convert $7,500 of the outstanding Revolving Credit Facility into the Company’s common shares.

On October 31, 2016 and as part of the sale of the vessel owning companies of Panamax drybulk carriers, the Amalfi, Galveston and Samatan (Note 7), the Company paid the amount of $58,619 to the new owners, being the difference between the purchase price and the outstanding balance of the respective secured credit facility, by increasing by the same amount the outstanding balance of the Revolving Credit Facility. Therefore, following this transaction, the outstanding balance under the Revolving Credit Facility was $69,444. This transaction was approved by the independent members of the Company’s board of directors on the basis of vessel valuations and a fairness opinion.

On November 30, 2016, Sifnos became the lender of record under two syndicated loans previously arranged by HSH Nordbank, with an outstanding balance of an aggregate of $85,066 under the ex-HSH syndicated facilities.

On December 15, 2016, the Company made a prepayment of $33,510 under the Revolving Credit Facility.

On December 30, 2016, the Company entered into a new senior secured revolving facility (“New Revolving Facility”) with Sifnos for the refinancing of its prior outstanding debt, which then amounted to a total of $121,000. Under the terms of the New Revolving Facility, Sifnos extended a new loan of up to $200,000 that was secured by all of the Company’s present and future assets except for the vessel Raraka. The New Revolving Facility carried an interest rate of Libor plus 5.5%, was non-amortizing, had a tenor of three years, had no financial covenants, was arranged with a fee of 2.0% and had a commitment fee of 1.0%. In addition, Sifnos had the ability to participate in realized asset value increases of the collateral base in a fixed percentage of 30%. The transaction was approved by the independent members of the Company’s board of directors and a fairness opinion was obtained in connection with this transaction.

On January 19, 2017 and March 10, 2017, the Company acquired two VLGCs, which were then under construction and on April 6, 2017, acquired the two remaining VLGCs then under construction pursuant to the LPG Option Agreement and partially financed the closing price of the acquisition of the vessel owning companies of the four vessels by using the then remaining undrawn liquidity of $79,000, under the New Revolving Facility. On May 23, 2017, the Company was released by all of its obligations and liabilities under the New Revolving Facility, as amended, through a Notice of Release from Sifnos, and entered into an unsecured revolving facility agreement (“Revolving Facility”) with Sierra and the Participation Rights Agreement with Mountain, both entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO. The Revolving Facility carried an interest rate of Libor plus 6.5%, was non-amortizing, had a tenor of five years, had no financial covenants and was arranged with a fee of 1.0%.

Through the Participation Rights Agreement, Mountain had the ability, to participate in realized asset value increases of all of the Company’s present and future assets, except the vessel Samsara, at a fixed percentage of 30% in case of their sale and had a duration of up to the maturity of the Revolving Facility. The aforementioned transactions with Sifnos and Sierra were approved by the independent members of the Company’s board of directors on the basis of a fairness opinion. The Participation Rights Agreement was terminated on August 29, 2017, in connection with the Private Placement (Note 14).

On August 29, 2017, following the closing of the Private Placement, 9,818,182 common shares were issued to Sierra in exchange for the reduction by $27,000 of the principal outstanding balance of the Revolving Facility (Note 14). On October 2, 2017, after the closing of the Rights Offering, 36,057,876 common shares were issued to Sierra in exchange for the reduction of the principal outstanding balance by $99,159 of the Revolving Facility.

This exchange constituted a common control transaction, as Mr. Economou was deemed to have controlling interests in the Company following the closing of the Private Placement. In this respect, the total exchanged consideration net of par value, was recognized and included in “Additional paid in capital”, in the accompanying consolidated balance sheet as at December 31, 2017, in accordance with the relevant U.S. GAAP guidance.

On October 25, 2017, the Company entered into a new secured loan facility (“Loan Facility Agreement”) with Sierra to refinance the outstanding debt under Revolving Facility, amounting to a total of $73,841. The Loan Facility Agreement carried an interest rate of LIBOR plus 4.5%, was non-amortizing, had a tenor of five years, had no arrangement or commitment fee and was secured by four Company’s vessels, two tanker vessels (Samsara and Balla) and two drybulk carrier vessels (Judd and Castellani). Furthermore, it contained only one financial covenant, according to which the fair market values of mortgaged vessels should be at least 200% of the Loan Facility Agreement outstanding amount. No arrangement fees or otherwise were charged in connection with the refinancing. The transaction was approved by the independent members of the Company’s board of directors on the basis of a fairness opinion.

Further to the above, the outstanding balance under the Loan Facility Agreement as of December 31, 2017 was $73,841, while the respective unamortized deferred finance costs amounted to $2,210. On February 1, 2018, the Company repaid in full the then outstanding balance of $73,841 under the Loan Facility Agreement with Sierra.

The aggregate available undrawn amount under the Loan Facility Agreement at December 31, 2017 was $0. The weighted-average interest rates on the Loan Facility Agreement were: 8.08% and 6.05% for the years ended December 31, 2017 and 2018, respectively.

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Other Current assets

12 Months Ended

Dec. 31, 2018

Other Current assets [Abstract]

Other Current assets

5.Other Current assets

The amount of other current assets shown in the accompanying consolidated balance sheets is analyzed as follows:

	December 31,
	2017		2018
Inventories	$	7,790	$	10,907
Insurance claims (Note 16)		3,044		1,856
Deferred contract costs (Note 17)		-		496
Other		1,445		499
Other current assets	$	12,279	$	13,758

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Advances for Vessels under Construction and related costs

12 Months Ended

Dec. 31, 2018

Advances for Vessels under Construction [Abstract]

Advances for Vessels under Construction and related costs:

6.Advances for Vessels under Construction and related costs:

As of December 31, 2017 and 2018, the movement of the advances for vessels under construction and acquisitions are set forth below:

	December 31,
	2017		2018
Balance at beginning of year	$	-	$	31,898
Advances for vessels under construction and related costs		265,565		45,198
Vessels delivered		(233,667)		(77,096)
Balance at end of year	$	31,898	$	-

On January 19, 2017, in accordance with the LPG Option Agreement (Note 4), the Company acquired the first VLGC, Anderida, which was then under construction at HHI, for a purchase price of $83,500. The Company paid an amount of $21,850 of the total purchase price, by using part of the undrawn liquidity under the New Revolving Facility (Note 4). An amount of $6,500 of the total amount paid, representing the value of the time charter attached acquired, was classified in “Additional Paid-in Capital”, under the respective “Premium paid on common control transaction”. The $61,650 balance of the purchase price for the VLGC was paid in installments until the vessel’s delivery from HHI, using an amount of $37,500 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand. On June 28, 2017, the Company took delivery of the Anderida and on June 29, 2017, the vessel commenced its time charter on a fixed rate with five years firm duration to an oil major company. The charterer had options to extend the firm employment period by up to three years.

On March 10, 2017, in accordance with the LPG Option Agreement (Note 4), the Company acquired for a purchase price of $83,500 the second VLGC, Aisling, which was then under construction at HHI. The Company paid an amount of $21,850 of the total purchase price, by using part of the undrawn liquidity under the New Revolving Facility (Note 4). An amount of $6,500 of the total amount paid, representing the value of the time charter attached acquired, was classified in “Additional Paid-in Capital”, under the respective “Premium paid on common control transaction”. The $61,650 balance of the purchase price for the VLGC was paid in installments until the vessel’s delivery from HHI, using an amount of $37,500 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand. On September 7, 2017, the Company took delivery of the Aisling and on September 12, 2017, the vessel commenced its time charter on a fixed rate with five years firm duration to an oil major company. The charterer had options to extend the firm employment period by up to three years.

On April 6, 2017, in accordance with the LPG Option Agreement (Note 4), the Company acquired the remaining two VLGCs then under construction at HHI, the Mont Fort and Mont Gelé, for a purchase price of $83,500 each.The Company paid an amount of $46,700 of the total purchase price, by using part of the undrawn liquidity under the New Revolving Facility (Note 4) and cash on hand. An amount of $16,001 of the total amount paid, representing the value of the time charter attached acquired, was classified in “Additional Paid-in Capital”, under the respective “Premium paid on common control transaction”. The $120,300 balance of the total purchase price for the VLGCs was paid in installments until the vessels’ delivery from HHI, using an amount of $75,000 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand.

On January 4, 2018, the last installment, including related costs of $44,869 was released to HHI using the $37,500 under the secured credit facility dated June 22, 2017 (Note 11) and cash on hand. On October 31, 2017 and on January 4, 2018, respectively, the Company took delivery of the Mont Fort and MontGelé and the vessels commenced their time charters on a fixed rate with ten years firm duration to an oil major company on November 5, 2017 and on January 11, 2018, respectively.

On October 15, October 30 and November 5, 2018, the VLGCs Mont Gelé, Mont Fort and Anderida, Aisling, respectively, were delivered to their new owners according to the terms of the Memoranda of Agreement dated July 4, 2018 (Note 7) and their outstanding at that time credit facility was fully repaid along with their associated costs (Note 11).

As of December 31, 2017 and 2018 an amount of $428 and $0 relating to capitalized expenses, and $770 and $0 relating to capitalized interest and finance costs, were included in the “Advances for vessels under construction and related costs”.

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Vessels, net

12 Months Ended

Dec. 31, 2018

Vessels, net [Abstract]

Vessels, net:

7.Vessels, net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:

	Cost		Accumulated Depreciation		Net Book Value
Balance, December 31, 2016	$	95,550		-	$	95,550
Additions		672,300		-		672,300
Vessels sold		(3,900)		104		(3,796)
Depreciation		-		(14,966)		(14,966)
Balance, December 31, 2017	$	763,950	$	(14,862)	$	749,088
Additions		199,243		-		199,243
Right-of-use assets		171,500		-		171,500
Depreciation		-		(25,881)		(25,881)
Impairment loss		(24,774)		7,739		(17,035)
Vessels sold		(322,905)		1,322		(321,583)
Balance, December 31, 2018	$	787,014	$	(31,682)	$	755,332

On February 15, 2016, the Company announced that the prior sale of the vessel owning companies of its Capesize vessels, the Fakarava, Rangiroa and Negonego, to entities that may be deemed to be beneficially owned by its Chairman and CEO, Mr. George Economou, had failed. In addition, the Company reached a settlement agreement with the charterer of these vessels for an upfront lumpsum payment and the conversion of the daily rates to index-linked time charters. On March 24, 2016, the Company concluded a new sales agreement with entities that may be deemed to be beneficially owned by Mr. George Economou for the sale of the shares of the vessel owning companies of these Capesize vessels (Fakarava, Rangiroa and Negonego) for an aggregate price of $70,000, including their existing employment agreements and the assumption of the credit facilities associated with the vessels with an outstanding balance of $102,070 at March 24, 2016. On March 30, 2016, the Company received the lender's consent for the sale of the shares of the vessels' owning companies and made a prepayment of $15,000, under the respective loan agreement dated February 14, 2012. As part of the transaction the Company also paid the amount of $12,060, being the difference between the purchase price and the outstanding balance of the respective debt facility, to the new owners. On March 31, 2016, the shares of the vessel owning companies were delivered to their new owners. In this respect, a charge of $23,018, was recognized and included in "Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other", in the accompanying consolidated statement of operations for the year ended December 31, 2016.

On August 22, 2016, the Company entered into a Memorandum of Agreement with an unaffiliated third-party to sell its Panamax drybulk carrier, the Coronado, for a gross price of $4,250. The vessel was delivered to its new owner on September 9, 2016. In this respect, a gain of $1,084 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2016, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On September 16, 2016, the Company entered into a sale agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, for the sale of the shares of the vessel owning company of the Panamax drybulk carrier, the Oregon, including the associated credit facility, for a gross price of $4,675. As part of the transaction the Company also paid the amount of $7,825 to the new owner, being the difference between the purchase price and the outstanding balance of the respective debt facility. The Company drew down the respective amount under its Revolving Credit Facility (Note 4). The shares of the vessel owning company were delivered to the new owner on September 21, 2016. Due to the controlling interests of Mr. George Economou in the Company and the buyers, this sale constitutes a common control transaction. In this respect, a gain of $281 was recognized and included in “Additional paid in capital” under the respective “Premium paid on common control transaction” for the year ended December 31, 2016, in accordance with the relevant U.S. GAAP guidance.

On September 27, 2016, October 5, 2016 and October 18, 2016, the Company also entered into Memoranda of Agreement with unaffiliated third-parties for the sale of its Panamax drybulk carriers, the Ocean Crystal, Sonoma and Sorrento, respectively, for gross prices of $3,720, $3,950 and $6,700, respectively.

As a result of the concluded agreements, the Company revalued the Ocean Crystal, Sonoma and Sorrento as of September 30, 2016 to their fair values with reference to their purchase prices and a gain of $3,020 was recognized in the accompanying consolidated statement of operations for year ended December 31, 2016, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”. On November 7, 2016, November 15, 2016 and November 22, 2016, the vessels Ocean Crystal, Sonoma and Sorrento, respectively, were delivered to their new owners. In this respect, an aggregate loss of $641 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2016, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On October 26, 2016, the Company entered into sales agreement with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the sale of all of the outstanding shares of the vessel owning companies of three Panamax drybulk carriers the Amalfi, Galveston (the vessel Galveston was sold and delivered to its owners on November 30, 2015) and Samatan, along with their associated credit facility for an aggregate gross price of $15,000. As part of the transaction, the Company also paid the amount of $58,619, being the difference between the purchase price and the outstanding balance of the respective secured credit facility, to the new owners. The Company drew down the respective amount under its Revolving Credit Facility (Note 4). The shares of the vessel owning companies were delivered to the new owners on October 31, 2016. Due to the controlling interests of Mr. George Economou in the Company and the buyers, the above sales constitute common control transaction.

In this respect, an aggregate loss of $476 was recognized and included in “Additional paid in capital”, under the respective “Premium paid on common control transaction” for the year ended December 31, 2016, in accordance with the relevant U.S. GAAP guidance.

During the year ended December 31, 2016, a charge of $18,266 was also recognized as “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” due to the reduction of the vessels’ held for sale carrying amount to their fair value less cost to sell as of December 31, 2016.

As of December 30, 2016, and due to the improved financial condition of the Company, the Company’s board of directors decided that the remaining 13 drybulk carriers previously classified as held for sale will not be sold. Effective December 31, 2016, the Company reclassified its drybulk fleet as held and used and a gain of $1,851 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations. Also, the impairment review for the year ended December 31, 2016 indicated that the carrying amount of the offshore support vessels’ was not recoverable and, therefore, a charge of $65,712 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2016.

According to ASU 2014-08, “Presentation of Financial Statements and Property, Plant and Equipment”, the sale of the Company’s vessels and vessel owning companies did not represent a strategic shift, hence no presentation of discontinued operations was required.

On February 10, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one Aframax tanker under construction, the Balla, for a purchase price of $44,500. The Company took delivery of this vessel on April 27, 2017.

On February 14, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one second hand Very Large Crude Carrier, the Shiraga, for a purchase price of $57,000. The Company took delivery of this vessel on June 9, 2017. On March 1, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one second hand Aframax tanker, the Stamos, for a purchase price of $29,000. The Company took delivery of this vessel on May 15, 2017.

On March 24, 2017, the Company entered into four separate Memoranda of Agreement with unaffiliated third parties for the acquisition of four modern, second-hand Newcastlemax drybulk carriers the Marini, Morandi, Bacon and Judd for an aggregate purchase price of $120,540. The Company took delivery of the vessels on May 2, 2017, July 5, 2017, July 6, 2017 and July 13, 2017, respectively.

The Newcastlemax drybulk carriers Baconand Judd had attached to their Memoranda of Agreements time charter employment contracts until certain dates in 2018 and 2017, respectively. After determining the fair values of these time-chartered contracts as of the acquisition date, the Company recorded a liability of $516 in relation to the attached time charter employment contract of the vessel Judd on the consolidated balance sheet under “Fair value of below market acquired time charters”. This was amortized into revenues using the straight-line method over the respective contract period. As at December 31, 2017, it was fully amortized and included in “Voyage and time charter revenues” in the accompanying consolidated statement of operations for the year ended December 31, 2017. For the vessel Bacon, the fair value of the attached time charter employment contract was determined to be $0.

On March 31, 2017, the Company entered into three separate Memoranda of Agreement with unaffiliated third parties for the acquisition of three Kamsarmax drybulk carriers, two second hand, the Matisse and Valadon, and one under construction, the Kelly, for an aggregate purchase price of $71,000. The Valadon, Matisse and Kelly were delivered on May 17, 2017, June 1, 2017 and June 14, 2017, respectively.

On April 12, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one secondhand Kamsarmax drybulk carrier, the Nasaka, for a purchase price of $22,000. The Company took delivery of this vessel on May 10, 2017.

On April 27, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party for the acquisition of one second hand Kamsarmax drybulk carrier, the Castellani, for a purchase price of $23,500. The Company took delivery of this vessel on June 6, 2017.

On May 15, 2017, the Company entered into a purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Suezmax newbuilding vessel, the Samsara, for a purchase price of $64,000. The vessel was time chartered back to the seller and employed from May 24, 2017 under a five year time charter plus optional periods in charterer’s option at a base rate plus profit share and the charterer was also granted purchase options at the end of each firm period. An amount of $440 of the total amount paid, representing the excess of the carrying value of the assets of the vessel owning company acquired over the purchase price paid, was classified in “Additional Paid-in Capital”, under the respective “Gain from common control transaction”. The Company took delivery of this vessel on May 19, 2017 (Note 4). The Company treats the abovementioned lease as an operating lease since none of the capital lease criteria are met.

On December 19, 2017, the Company entered into a Memorandum of Agreement with an unaffiliated third party to sell its Panamax drybulk carrier the Ecola, for a gross price of $8,500. The vessel was delivered to its new owner on December 29, 2017 and a gain of $4,425 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2017, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On April 27, 2018, the Company entered into a Memorandum of Agreement for the sale of its 2001 built Panamax drybulk carrier, the Maganari, to an unaffiliated buyer for total gross price of $9,700. The vessel was delivered to its new owner on May 24, 2018 and a gain of $5,109 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On May 31, 2018, the Company entered into two separate purchase agreements with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning companies of the Newcastlemax drybulk carrier the Huahine and the Suezmax tanker vessel the Marfa, including their associated outstanding credit facilities, for a gross purchase price of $38,500 and $55,333, respectively (Note 4). As part of the transactions, the Company paid an aggregate amount of $43,500 to the sellers, being the difference between the purchase price and the then outstanding balances of the respective credit facilities. The Company received the vessel owning companies’ shares on June 1 and June 8, 2018, respectively, and assumed an aggregate amount of $50,333 of credit facilities attached to these vessels (Note 12). An amount of $1,581 of the total amount paid, representing the excess of the carrying value of the assets of the vessel owning companies acquired over the purchase price paid, was classified as capital contribution in “Additional Paid-in Capital” as the acquisitions were accounted as transactions between entities under common control.

On June 6, June 11, June 12 and June 27, 2018, the Company entered into four separate Memoranda of Agreement for the sale of its older Panamax drybulk carriers, the Bargara, Redondo, Mendocino and Marbella, respectively, to unaffiliated buyers for an aggregate price of $35,568. The Company classified the aforementioned vessels as “held for sale” as at June 30, 2018, as all criteria required for their classification as “Vessels held for sale” were met, at their then carrying value as it was lower than their fair value less cost to sell. On July 18, July 24, August 14 and August 20, 2018, the vessels Redondo, Marbella, Bargara, and Mendocino were delivered to their new owners, respectively, and an aggregate gain of $18,192 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On July 4, 2018, the Company entered into four separate Memoranda of Agreement for the sale of its four VLGCs, including their existing time charter contracts, to unaffiliated buyers for an aggregate price of $304,000. On September 17, 2018, the Company entered into four separate addenda to the aforementioned Memoranda of Agreement, according to which the buyers were entitled to a fixed compensation of $15,000/day due to the delay on the vessels’ delivery until the earlier between the actual delivery dates and December 15, 2018. The Company classified the aforementioned vessels as “held for sale” as of September 30, 2018, as all criteria required for their classification as “Vessels held for sale” were met, and an impairment loss of $7,279 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018 and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, as a result of the reduction of the VLGCs’ carrying amount to their fair value less cost to sell (Note 13).

According to ASU 2014-08 “Presentation of Financial Statements and Property, Plant and Equipment”, the sale of the Company’s VLGCs does not represent a strategic shift hence no presentation of discontinued operations was required. Excluding the allocation of general and administrative expenses, the VLGCs reported a pretax net income of $1,355 for the year ended December 31, 2018, as compared to a pretax net income of $201 for the year ended December 31, 2017. On October 15, October 30 and November 5, 2018, the VLGCs Mont Gelé, Mont Fort, and Anderida and Aisling respectively, were delivered to their new owners and an aggregate loss of $282 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

On August 2, 2018, the Company entered into a Memorandum of Agreement for the sale of its 2001 built Panamax drybulk carrier, the Capitola, to an unaffiliated buyer for total gross price of $7,580. The vessel was delivered to its new owner on August 17, 2018 and a gain of $3,639 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2018, included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”.

As of September 30, 2018, the impairment review performed indicated that six of the Company’s vessels (the offshore support vessels), with a carrying amount of $25,590, should be written down to their fair value as determined based on the valuations of the independent valuators, resulting in an impairment charge of $9,465, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 13).

On November 19, 2018, the Company entered into a share purchase agreement with an entity that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for the purchase of all of the outstanding shares of the vessel owning company of the Aframax tanker vessel, the Botafogo, including its associated then outstanding credit facility, for a purchase price of $27,000 (Note 4). As part of the transaction, the Company paid an aggregate amount of $18,071 to the seller, being the difference between the purchase price and the then outstanding balance of the respective credit facility. On December 14, 2018, the Company received the vessel owning company’s shares and assumed an amount of $8,929 of credit facility attached to that vessel (Note 11). An aggregate amount of $1,231 of the total amount paid, representing the excess of the carrying value of the assets of the vessel owning company acquired over the purchase price paid and the different accounting policy in regards to cut-off recognition of the then ongoing voyage charter ($267 and $964, respectively), was classified as capital distribution in “Additional Paid-in Capital” as the acquisition was accounted as a transaction between entities under common control.

On November 19, 2018, the Company entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate bareboat charterhire of $171,500. The bareboat charterhire is payable as follows: i) an amount of $99,875 in advance (advance bareboat charterhire), being the difference between the aggregate bareboat charterhire and the then outstanding balance of the aforementioned secured credit facilities, and ii) an amount of $71,625 in quarterly installments equal to the respective installments of the aforementioned secured credit facilities, being the then outstanding balance of relevant credit facilities, bearing the same interest (LIBOR plus margin) and balloon payments at maturities. As part of the agreements, there are purchase obligations upon payment of each balloon installment at each last repayment date.

On November 27, 2018 (commencement date), the Company paid the advance bareboat charterhire. (Notes 4, 12)

In accordance with ASC 842, the Company (lessee) accounted for these leases (bareboat charter agreements) as finance leases (Note 12), recognizing these vessels as right-of-use assets in its consolidated balance sheet under “Vessels, net” depreciated over their remaining useful lives, as determined in accordance with Company’s depreciation policy for fixed assets (Note 2o).

More precisely, the Company recorded a right-of-use assets at the present value of the aggregate finance lease liability amounted to $171,500 (Notes 12, 13). No initial direct costs incurred by the Company.

The impairment review performed for the year ended December 31, 2018, indicated that one of the Company’s tanker vessels, with a carrying amount of $26,666 should be written down to its fair value as determined based on the valuations of the independent valuators, resulting in a loss of $291, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 13).

For the year ended December 31, 2017, and 2018 an amount of $8,834 and $245 relating to capitalized expenses and $2,426 and $84 relating to capitalized interest were included in the “Vessels, net”, respectively.

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Above market acquired time charter contracts and goodwill

12 Months Ended

Dec. 31, 2018

Above market acquired time charter contracts and goodwill [Abstract]

Above market acquired time charter contracts and goodwill:

8.Above market acquired time charter contracts and goodwill:

During 2015, the Company acquired, through the acquisition of Nautilus, six Offshore Supply Vessels, all of which were on time charters to Petroleo Brasileiro S.A. (“Petrobras”) until certain dates in 2016 and 2017, and included fixed day rates that were above day rates available as of the acquisition date.

The acquisition of the common shares of Nautilus was accounted for under the acquisition method of accounting, resulting to a goodwill, included in the offshore support segment, amounted to $7,002, which constituted a premium paid by the Company over the fair value of the net assets of Nautilus, attributable to anticipated benefits from Nautilus’s position to take advantage of the fundamentals of the offshore support market.

After determining the aggregate fair values of these time-chartered contracts as of the acquisition date of Nautilus, the Company recorded the respective contract fair values on the consolidated balance sheet under “Fair value of above market acquired time charters”. These were amortized into revenues using the straight-line method over the respective contract periods (based on the respective contracts).

On February 15, 2016, March 3, 2016 and April 11, 2016, the Company announced that Petrobras had given notice of termination of the contracts for the vessels Crescendo, Jubilee and Indigo effective as of March 6, 2016, March 9, 2016 and April 6, 2016, respectively. The contracts of the vessels Crescendo, Jubilee and Indigo were to expire on January 8, 2017, April 25, 2017 and August 30, 2017, respectively. On December 27, 2016, and in accordance with the respective terms the contract of the vessel Colorado expired. Effective on May 3, 2017, Petrobras gave notice of termination on the long term time charter contract for the vessel Jacaranda that was expiring on July 3, 2017. On June 21, 2017, and in accordance with the respective terms, the contract of the vessel Emblem expired.

The amortization and write offs of the fair value of the above market acquired time charter contracts as of December 31, 2016 amounted to $4,346 and $5,161 and are included to “Voyage and time charter revenue” and “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, respectively, in the accompanying consolidated statement of operations for the year ended December 31, 2016. The amortization and write offs of the fair value of the above market acquired time charter contracts as of December 31, 2017, amounted to $1,200 and $300 and are included to “Voyage and time charter revenue” and “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other”, respectively, in the accompanying consolidated statement of operations for the year ended December 31, 2017.

At December 31, 2016, the Company performed its impairment review for goodwill. As a result of its impairment testing, the Company determined that the goodwill associated with its offshore support reporting unit was impaired. Accordingly, the Company recognized an impairment charge for the full carrying amount of the goodwill associated with this reporting unit in the amount of $7,002, which had no tax effect.

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Other non-current assets

12 Months Ended

Dec. 31, 2018

Other non-current assets [Abstract]

Other non-current Assets:

9.Other non-current assets:

The amounts included in the accompanying consolidated balance sheets are as follows:

	December 31,
	2017			2018
Other non-current assets		$	44,869		$	4,088
		$	44,869		$	4,088

As of December 31, 2017, an amount of $44,869 was recorded as “Other non-current assets” in the accompanying consolidated balance sheets regarding the last installment due to HHI for the delivery of the VLGC Mont Gelé. The last installment, including related costs, of $44,869 was held in an escrow account and released to the HHI on January 4, 2018 upon the delivery of the vessel to the Company (Notes 6, 7). As of December 31, 2018, the amount of $4,088 relates to Company’s prepayments regarding improvements for its drybulk and tanker carrier vessels.

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Investment in an Affiliate

12 Months Ended

Dec. 31, 2018

Investment in an Affiliate [Abstract]

Investment in an Affiliate:

10.Investment in an Affiliate:

• Ocean Rig:

From June 8, 2015, through April 4, 2016, the Company provided drilling services through Ocean Rig, which was considered as an affiliated entity and accounted for under the equity method. On December 31, 2015, the Company’s investment in Ocean Rig had a carrying and market value of $91,410. As at March 31, 2016, the Company’s investment in Ocean Rig had a carrying value of $208,176, while the market value of the investment was $45,985. Based on the relevant guidance provided by U.S. GAAP, the Company concluded that the investment in Ocean Rig was impaired and that the impairment was other than temporary. Therefore, the investment in Ocean Rig was written down to its fair value and a loss of $162,191 was recognized and included in the accompanying consolidated statement of operations for the year ended December 31, 2016.

On April 5, 2016, the Company sold all of its shares in Ocean Rig to a subsidiary of Ocean Rig for total cash consideration of approximately $49,911 and recognized a gain of $792 as a result of the above transaction, including $343 relating to accumulated other comprehensive income which is included in the accompanying consolidated statement of operations for the year ended December 31, 2016. As of April 5, 2016, the Company no longer holds any equity interest in Ocean Rig.

The Company’s equity in the losses and capital transactions of Ocean Rig was 40.4% up to April 5, 2016 and is shown in the accompanying consolidated statement of operations for the year ended December 31, 2016, as “Losses of affiliated company” amounting to a loss of $41,454.

• Heidmar

On August 29, 2017, following the closing of the Private Placement (Note 4), the Company issued 12,000,000 common shares to SPII, an entity that may be deemed to be beneficially owned by Mr. George Economou, as a consideration for the purchase of the 100% issued and outstanding equity interests of SPI, which directly holds a 49% interest in Heidmar, a global tanker pool operator. SPI is a member of Heidmar, a Delaware limited liability company that directly owns 49% of the total issued equity interests of Heidmar. The fair value of the investment as of the acquisition date was $34,000 (Note 13).

Since August 29, 2017, Heidmar is considered an affiliated entity of the Company and qualifies as an equity method investment due to Company’s significant influence over Heidmar. The Company elected to account for the investment in Heidmar under the fair value option in order to mitigate volatility in income that would affect the measurement of the investment under the equity method and achieve operational simplifications. The Company’s investment in Heidmar was recorded at $34,000 upon the closing of the transaction.

As of December 31, 2017 and 2018, no change in the fair value of Company’s investment in Heidmar was identified. For the year ended December 31, 2018, the fair value of Company’s investment in Heidmar was determined based on an acceptable valuation method performed in-house by the Company’s management, that combines (weighs) the income and the market approach method and thus, no adjustment for the investment in Heidmar to its fair value was recognized in the accompanying consolidated statement of operations for the years ended December 31, 2017 and 2018.

The Company, considering that Heidmar is not substantially similar with the peer group, assessed as appropriate the weighing between the two approaches used in the valuation to be 80% for the income approach and 20% for the market approach. Specifically, the income approach employed in the valuation exercise is based on the discounted cash flow model that incorporates unobservable in the market place inputs (Level 3 inputs). The inputs that were used in estimating Heidmar’s discounted cash flows include Heidmar’s weighted average cost of capital, projected charter rates based on the most recent ten year historical rates for similar vessels as adjusted for any outliers, annual increase in Heidmar’s historical wages-salaries and non-compensated general and administrative expenses, the expected number of vessels under management over the forecasted period, a long term growth factor, commission rates on projected charter rates and the number of employees as a ratio of the vessels historically managed per employee.

The market approach employed in the valuation exercise incorporates findings from utilizing adjusted data in an active marketplace for identical securities (Level 2 inputs). In particular, the market approach valuation method was based on peer group of companies which were considered fairly similar and comparable and was determined using multiples of Enterprise Value (“EV”) / EBITDA of those peer group companies. Furthermore, a 10% control premium was assumed in order to factor to the valuation the control/significant influence that exits in Heidmar’s equity value in comparison with minority shareholdings in peer group analysis. Finally based on market available empirical evidences and methods, a discount factor representing the lack of marketability due to Heidmar’s private status was used in estimating the total fair value of Heidmar’s equity.

The significant assumptions used in the fair value measurement of the Company’s investment in Heidmar are: (i) the discount factor due to lack of marketability (7.5%), (ii) the projected charter rates based on the most recent ten year historical rates for similar vessels as adjusted for any outliers, (iii) the long term growth factor (3.2%), (iv) the commission rates assumed over projected charter rates (2.9%), (v) the weighted average cost of capital (10.8%), (vi) the projected number of vessels under management over the forecasted period (average of 63 vessels) and (vii) the weighting between the two approaches (80% and 20% for the income and market approach, respectively). A change of: (i) discount factor due to lack of marketability by 5% would result in a change of Company’s investment in Heidmar by $1,856, (ii) charter rates by 10% would result in a change of Company’s investment in Heidmar by $6,672, (iii) long term growth factor by 1%, would result in an increase and decrease of Company’s investment in Heidmar by $1,907 and $1,463, respectively, (iv) commission rates by 0.5% would result in an increase and decrease of Company’s investment in Heidmar by $10,917 and $11,083 , respectively, (v) weighted average cost of capital by 1% would result in an increase and decrease of Company’s investment in Heidmar by $2,578 and $1,986, respectively, (vi) the number of vessels under management by one per pool per year would result in an increase and decrease of Company’s investment in Heidmar by $9,010 and $8,945, respectively and (vii) weighting of market versus income approach by 10% would result in a change of Company’s investment in Heidmar by $31 (Note 13).

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Long-term Debt

12 Months Ended

Dec. 31, 2018

Long-term Debt [Abstract]

Long-term Debt:

11.Long-term Debt:

The amount of long-term debt shown in the accompanying consolidated balance sheets is analyzed as follows:

	December 31,
	2017		2018
Secured Credit Facilities - Drybulk Segment	$	-	$	75,582
Secured Credit Facilities - Tanker Segment		-		124,757
Secured Credit Facilities - Gas Carrier Segment		147,716		-
Secured financing arrangements - Drybulk Segment		-		91,937
Less: Deferred financing costs		(2,378)		(2,193)
Total debt		145,338		290,083
Less: Current portion		(11,635)		(38,795)
Long-term portion	$	133,703	$	251,288

Secured credit facilities

The Company’s secured credit facilities are payable in U.S. Dollars in quarterly installments with balloon payments due at maturity until March 2024. Interest rates on the outstanding credit facilities as at December 31, 2018, are based on LIBOR plus a margin.

On November 18, 2016, the Company reached an agreement for the settlement of its outstanding obligation under a secured credit facility dated June 20, 2008, with the respective lender. Under the terms of the agreement, the lending bank agreed to a write-off of almost half of the outstanding principal and interest due. A gain of $8,366 was recognized as part of the transaction included in “Gain on debt restructuring” in the accompanying consolidated statement of operations for the year ended December 31, 2016. On November 18, 2016, the Company repaid $8,200 of principal, as per agreement and during 2017, it fully repaid the outstanding amount totaling $2,000, according to the agreement concluded on November 18, 2016, under its secured credit facility dated June 20, 2008.

As of December 31, 2016, the Company was in breach of certain financial covenants regarding its secured credit facility dated March 19, 2012 and had not made principal repayments and interest payments under this agreement. As a result of this non-compliance and in accordance with guidance related to the classification of obligations that are callable by the creditor, the Company classified the respective secured credit facility amounting to $14,935 as current liability at December 31, 2016. On April 24, 2017, the Company made a prepayment of $15,158 and repaid in full the outstanding amount and overdue interest under its secured credit facility dated March 19, 2012.

On June 22, 2017, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $150,000 to partially finance the construction costs relating to the four VLGCs, the Anderida, Aisling, Mont Fort and Mont Gelé. The facility beared interest at LIBOR plus a margin and was repayable in twenty-four quarterly installments and a balloon payment at maturity and was secured by first mortgage over the Company’s four VLGCs (Note 7). As of December 31, 2017, the Company drew the whole amount of $150,000, related to the delivery of the four VLGCs. On October 15, October 30 and November 5, 2018, the VLGCs Mont Gelé, Mont Fort and Anderida, Aisling, respectively, were delivered to their new owners according to the terms of the Memoranda of Agreement dated July 4, 2018 (Notes 6,7) and their outstanding at that time credit facility balance total amounted to $137,820 was fully repaid along with their associated costs.

On January 24, 2018, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $90,000. The facility bears interest at LIBOR plus a margin, is repayable in twenty quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessels Shiraga, Samsara, Stamos and Balla (Note 7). On January 26, 2018, the Company drew down the full amount of $90,000.

On January 29, 2018, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $35,000. The facility bears interest at LIBOR plus a margin, is repayable in twenty-four quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessels Valadon, Matisse and Rapallo (Note 7). On March 7, 2018, the Company drew down the full amount of $35,000.

On March 8, 2018, the Company’s wholly-owned subsidiaries entered into a secured credit facility of up to $30,000. The facility bears interest at LIBOR plus margin, is repayable in twenty-four quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessels Judd and Raraka (Note 7). On March 13, 2018, the Company drew down the full amount of $30,000.

On June 1, 2018, the Company, as part of the acquisition of the vessel owning company of the Newcastlemax drybulk carrier Huahine (Notes 4, 7), assumed the outstanding secured credit facility of $16,500. The facility bears interest at LIBOR plus margin, is repayable in six quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Huahine (Note 7).

On June 8, 2018, the Company, as part of the acquisition of the vessel owning company of the Suezmax vessel Marfa (Notes 4, 7), assumed the outstanding secured credit facility of $33,833. The facility bears interest at LIBOR plus margin, is repayable in twenty-two quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Marfa (Note 7).

On December 14, 2018, the Company, as part of the acquisition of the vessel owning company of the Aframax tanker vessel Botafogo (Notes 4, 7), assumed the outstanding secured credit facility of $8,929. The facility bears interest at LIBOR plus margin, is repayable in five quarterly installments and a balloon payment at maturity, and is secured by first priority mortgage over the vessel Botafogo (Note 7).

Secured financing arrangements

On April 2, 2018, the Company’s wholly-owned subsidiary entered into a finance lease arrangement with a major Chinese leasing company for the Company’s Kamsarmax drybulk carrier, the Kelly, pursuant to a memorandum of agreement and a bareboat charter agreement. The financing provided for the transfer of the Kelly to the buyer for 50% of the agreed purchase price of $26,218 and at the same time chartered it back for a period of ten years (expiration in April 2028). The financing amount (charterhire) bears interest at LIBOR plus a margin, is repayable in forty quarterly installments, with a balloon payment at maturity and is secured by corporate guarantees. As part of the agreement, the Company has purchase options to reacquire the vessel during the bareboat charter period, with the first of such options exercisable on the first anniversary from the vessel's delivery date. There is also a purchase obligation upon payment of the balloon at the last repayment date. On April 13, 2018, the vessel was delivered and chartered back to the Company, and the Company also drew down the full financing amount of $13,109.

On May 4, 2018, five of the Company’s wholly-owned subsidiaries entered into five finance lease arrangements with a major Chinese leasing company for the Company’s drybulk carriers Nasaka, Morandi, Marini, Bacon and Castellani, pursuant to five memoranda of agreements and bareboat charter agreements. The financing provided for the transfer of the underlying vessels to the buyer for 50% of the aggregate purchase price of $164,000 and at the same time chartered it back for a period of eight years (expiration in May 2026). The aggregate financing amount (charterhire) bears interest at LIBOR plus a margin, is repayable in thirty-two quarterly installments, with balloon payments at maturity and is secured by corporate guarantees. As part of the agreements, the Company has purchase options to re-acquire each vessel during the bareboat charter period, with the first of such options exercisable on the first anniversary of each vessel’s delivery date. There are also purchase obligations upon payment of each balloon payment at each last repayment date. On May 15, 2018, the vessels were delivered and chartered back to the Company, and the Company also drew down the full aggregate financing amount of $82,000.

In accordance with ASC 842 and ASC 606-10, these transactions were accounted for as financing arrangements and not as transactions involving sale-leaseback, due to the repurchase obligation clauses included in the agreements. Therefore, the Company continues to recognize these vessels at their net book values on the consolidated balance sheet and also recognizes (i) a financial liability for the financing amount drawn down on the accompanying consolidated balance sheet under “Long term debt, net of deferred finance costs” and (ii) the variable amount of consideration paid under “Interest and finance cost” in the accompanying consolidated statement of operations.

The aggregate available undrawn amount under the Company’s secured credit facilities and financing arrangements at December 31, 2017 and 2018 was $0. The weighted-average interest rates on the above outstanding secured credit facilities and financing arrangements were: 3.15%, 3.37% and 4.60% for the years ended December 31, 2016, 2017 and 2018, respectively.

The table below presents the movement for secured credit facilities and financing arrangements throughout 2018:

Debt	Debt agreement date	Original Amount		December 31, 2017		New debt/ Acquisitions		50% Set-off price		Repayments		December 31, 2018
Secured Credit Facility	June 22, 2017	$	150,000	$	147,716	$	-	$	-	$	(147,716)	$	-
Secured Credit Facility	January 24, 2018		90,000		-		90,000		-		(6,255)		83,745
Secured Credit Facility	January 29, 2018		35,000		-		35,000		-		(2,543)		32,457
Secured Credit Facility	March 8, 2018		30,000		-		30,000		-		(1,875)		28,125
Secured Credit Facility	October 13, 2013		30,000		-		16,500		-		(1,500)		15,000
Secured Credit Facility	September 1, 2017		35,000		-		33,833		-		(1,750)		32,083
Secured Credit Facility	January 20, 2010		30,000		-		8,929		-		-		8,929
Secured Financing Arrangement	April 2, 2018		26,218		-		26,218		(13,109)		(439)		12,670
Secured Financing Arrangements	May 4, 2018		164,000		-		164,000		(82,000)		(2,733)		79,267
				$	147,716	$	404,480	$	(95,109)	$	(164,811)	$	292,276

The Company’s secured credit facilities are secured by mortgages over the Company’s vessels (Note 7), corporate guarantees, first priority assignments of all freights in excess of twelve months, earnings, insurances and requisition compensation. The Company’s financing arrangements are secured by corporate guarantees and first priority assignments of all freights, earnings, insurances and requisition compensation. The Company’s secured credit facilities and financing arrangements contain customary financial covenants that restrict, without the bank’s prior consent, changes in management and ownership of the vessels, the incurrence of additional indebtedness and mortgaging of vessels and changes in the general nature of the Company’s business.

Under the Company’s credit facilities and financing arrangements, Mr. Economou must generally continue to beneficially own at least 50% of either (i) the Company’s issued and outstanding share capital or (ii) the Company’s issued and outstanding voting share capital. In addition, the Company’s credit facilities and financing arrangements require the Company and its subsidiaries to satisfy certain financial covenants.

Depending on the credit facility or financing arrangement, these financial covenants require to maintain (i) minimum liquidity; (ii) a maximum leverage ratio; (iii) a minimum debt service cover ratio; (iv) a minimum market adjusted net worth; (v) a minimum solvency ratio and (vi) a minimum working capital level. Also, the credit facilities and financing arrangements, require to maintain specified financial ratios, mainly to ensure that the market value of the mortgaged vessels under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which is referred as a value maintenance clause or loan-to-value ratio. All of the Company’s credit facilities and financing arrangements also contain cross-acceleration or cross-default provisions that may be triggered by a default under one of the Company’s other credit facilities and financing arrangements. These covenants may limit the ability of certain of the Company’s subsidiaries to, among other things, without the relevant lenders’ or counterparties’ prior consent (i) incur additional indebtedness, (ii) change the flag, class or management of the vessel mortgaged under such facility, (iii) create or permit to exist liens on their assets, (iv) make loans, (v) make investments or capital expenditures, and (vi) undergo a change in ownership or control.

As of December 31, 2018, the Company was in compliance with the covenants regarding its secured credit facilities and financing arrangements.

Total interest incurred on long-term debt and amortization of debt issuance costs, including capitalized interest, for the years ended December 31, 2016, 2017 and 2018, amounted to $8,299, $17,125 and $20,613, respectively. These amounts net of capitalized interest are included in “Interest and finance costs” in the accompanying consolidated statement of operations.

The annual principal payments required to be made after December 31, 2018, for credit facilities and financing arrangements including balloon payments, totaling $292,276, are as follows:

Due through December 31, 2019	$	39,337
Due through December 31, 2020		30,408
Due through December 31, 2021		22,908
Due through December 31, 2022		22,908
Due through December 31, 2023		85,370
Thereafter		91,345
Total principal payments		292,276
Less: Financing fees		(2,193)
Total debt	$	290,083

The Loan Facility Agreement with Sierra is discussed in Note 4 herein.

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Finance lease liability (Due to related parties)

12 Months Ended

Dec. 31, 2018

Finance lease liability (Due to related parties) [Abstract]

Finance lease liability (Due to related parties):

12.Finance lease liability (Due to related parties):

	December 31, 2018
Conquistador bareboat charter	$	24,491
Pink Sands bareboat charter		23,511
Xanadu bareboat charter		23,962
Total finance lease liability		71,964
Less: Current portion		(5,274)
Long-term portion	$	66,690

On November 19, 2018, the Company entered into three separate bareboat charter agreements for three Newcastlemax drybulk carriers, the Conquistador, Pink Sands and Xanadu, already mortgaged under secured credit facilities, with entities that may be deemed to be beneficially owned by Mr. George Economou, the Company’s Chairman and CEO, for an aggregate bareboat charterhire of $171,500.

The bareboat charterhire is payable as follows: i) an amount of $99,875 in advance (advance bareboat charterhire), calculated as the difference between the aggregate bareboat charterhire and the outstanding balance of the secured credit facilities at the time of the agreements conclusion, and ii) an aggregate amount of $71,625 in quarterly installments, bearing interest (LIBOR plus margin) and having also balloon payments at maturity. As part of the agreements and upon payment of each balloon installment at the final repayment date, the Company has the obligation to purchase the vessels. On November 27, 2018 (commencement date), the vessels were bareboat chartered to the Company upon payment of the advance bareboat charterhire amounts. The transactions were approved by the independent members of the Company’s board of directors taking into account among other things i) independent third-party brokers’ charter free valuations certificates and ii) the actual speed and consumption figures of each vessel, the terms of the proposed time charter parties, fixtures of sister vessels the Company owns and general market activity, respectively (Notes 4, 7, 13).

The Company treats the aforementioned bareboat charter agreements (leases) in accordance with the new lease accounting standard (ASC 842). In accordance with ASC 842, the Company (lessee) classified the leases as finance leases due to the purchase obligation clauses included in the agreements. With regards to these contracts initial recognition the Company recognized (i) the vessels as right-of-use assets in its consolidated balance sheet under “Vessels, net” and is depreciating them over their remaining useful lives, as determined in accordance with Company’s depreciation policy for fixed assets (Note 2o) and (ii) a finance lease liability being reduced by the lease payments and increased by period’s finance lease cost.

More precisely, the Company recorded i) an aggregate finance lease liability amounted to $171,500 being the present value of the aggregate future finance lease liability, as determined using the lessor’s implicit rate (4.98%) to the lease and ii) a right-of-use for the vessels at the same amount. No initial direct costs were incurred by the Company. The aggregate future finance lease liability, consisted of i) the advance bareboat charterhire, ii) the fixed quarterly installments and iii) the expected future interest payments, as determined on commencement date (4.91% - LIBOR at commencement date plus margin).

The weighted average remaining term of the Company’s outstanding finance lease obligations was 9.7 years. The Company recognized an accrued finance lease interest expense amounted to $339 in its accompanying consolidated statement of operations for the year ended December 2018, included in “Interest and finance cost” (Note 18).  The Company recognized depreciation expense of the right-of-use assets amounted to $629 in its accompanying consolidated statement of operations for the year ended December 2018, included in “Depreciation” (Note 4).

The table below presents the movement of finance lease liabilities throughout 2018:

Finance lease liability	Bareboat Charter Agreement date	Original amount		Repayments		Finance lease interest expense		December 31, 2018
Conquistador bareboat charter	November 19, 2018	$	56,000	$	(31,625)	$	116	$	24,491
Pink Sands bareboat charter	November 19, 2018		56,000		(32,600)		111		23,511
Xanadu bareboat charter	November 19, 2018		59,500		(35,650)		112		23,962
		$	171,500	$	(99,875)	$	339	$	71,964

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Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Financial Instruments and Fair Value Measurements [Abstract]

Financial Instruments and Fair Value Measurements:

13.Financial Instruments and Fair Value Measurements:

ASC 815, “Derivatives and Hedging” requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The Company recognizes all derivative instruments as either assets or liabilities at fair value on its consolidated balance sheets.

The Company enters into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to its variable interest rate secured credit facilities. All of the Company’s derivative transactions are entered into for risk management purposes.

All of the Company’s interest swap agreements were either matured or terminated during the year ended December 31, 2016. As of December 31, 2017 and December 31, 2018, the Company had no interest rate swap agreements outstanding.

During the year ended December 31, 2016, the amount of $110 was reclassified into the consolidated statement of operations concerning realized losses on cash flow hedges associated with capitalized interest during prior years.

The fair value of the interest rate swap agreements equates to the amount that would be paid by the Company if the agreements were transferred to a third party at the reporting date, taking into account current interest rates and creditworthiness of both the financial instrument counterparty and the Company. The change in the fair value of such interest rate swap agreements that do not qualify for hedge accounting for the year ended December 31, 2016 amounted to a gain of $2,193, and was included in “Gain on interest rate swaps” in the accompanying consolidated statement of operations.

		Amount of Gain
		Year Ended December 31,
Derivatives not designated as hedging instruments	Location of Gain Recognized	2016			2017			2018
Interest rate swaps	Gain on interest rate swaps		$	403		$	-		$	-
Total			$	403		$	-		$	-

On September 27, 2018, the Company invested $5,000 in a 9.50% Senior Unsecured Callable Corporate Bond (“9.5% Corporate Bond”) with five years maturity. The Company classified its investment as non-current available for sale debt securities measured at fair value through other comprehensive income/(loss) (Note 2). As of December 31, 2018, the fair value of Company’s investment in the 9.5% Corporate Bond amounted to $4,961, resulting to an unrealized loss of $39 and included in the accompanying consolidated statement of comprehensive income/(loss) for the year ended December 31, 2018.

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable, accounts payable, other current assets, other non-current assets and liabilities and due to/due from related parties reported in the consolidated balance sheets approximate their respective fair values because of the short term nature of these accounts. The carrying value approximates the fair market value for the floating rate credit facilities and financing arrangements. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based LIBOR swap yield curves, taking into account current interest rates and the creditworthiness of both the financial instrument counterparty and the Company. The fair value of the investment in Heidmar was determined based on a valuation method that combines (weighs) the income and the market approach using unobservable in the market place inputs (Level 3 inputs) and utilizing adjusted data in an active marketplace for identical securities (Level 2 inputs), respectively.

For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company has in place its valuation policies and procedures regarding the development and determination of the inputs categorized within Level 3 hierarchy. The fair value calculations are the Company’s responsibility and are approved by the Company’s management.

Any changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed and assessed each period based on changes in estimates or assumptions used by the Company’s management for accuracy and reasonability, and recorded as appropriate. The significant assumptions and valuation methods that the Company used to determine the initial fair value and any subsequent change in the fair value of the Company’s investment in Heidmar are discussed below and in Note 10.

The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the valuation of assets and liabilities measured at fair value on a recurring basis as of December 31, 2018, respectively.

	Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Recurring measurements:
Investment in affiliate – Heidmar (Note 10)	$	-	$	-	$	34,000
Investment in available for sale debt securities		4,961		-		-
Total	$	4,961	$	-	$	34,000

The Company’s independent members of the board, following the receipt of a fairness opinion, on August 11, 2017 approved a transaction pursuant to which the Company sold 36,363,636 of the Company’s common shares to entities that may be deemed to be beneficially owned by its Chairman and CEO, Mr. George Economou, for an aggregate consideration of $100,000 at a price of $2.75 per share (i.e., the Private Placement). The Private Placement transaction was a non-cash transaction with a transfer of an exchange of assets and liabilities from entities that may be deemed to be beneficially owned by the Company’s Chairman and CEO, Mr. George Economou, as a consideration for the common stock issued. The fair values of the non-cash transactions, as described above, are determined based on the fair values of assets and liabilities given up on the date that the transaction was concluded, or if more clearly evident, the fair value of the asset and liabilities received on the date that the respective transaction was concluded. The Company considered that the fair value of the shares issued as part of the transaction is considered more clearly evident and concluded that in this respect the aforementioned non-monetary transaction will be recorded based on the fair value of the shares issued as part of the Private Placement. The fair value of the Company’s exchanged capital stock was valued using the quoted market price available as of the closing of the transaction according to ASC 820 “Fair Value Measurement”.

The Company issued an aggregate 36,363,636 shares of its common stock in the Private Placement to: (i) Sierra in exchange for the reduction of the principal outstanding balance by $27,000 of the Company’s Revolving Facility (Note 4); (ii) SPII in exchange for the indirect purchase of the 49% equity interests in Heidmar that was measured at $34,000 (Note 10); and (iii) Mountain in exchange for the termination of the Participation Rights Agreement (Note 4) and the forfeiture of the Series D Preferred Shares.

The transaction resulted in a total loss of $7,600, as the difference between the transaction price and the fair value price of $2.05 and is included in “Loss on Private Placement” in the accompanying consolidated statement of operations for the year ended December 31, 2017. In addition, an amount of $2,805 was classified under the respective “Stockholders’ Contribution” in “Accumulated deficit” in the accompanying consolidated balance sheet as of December 31, 2017 (Note 4, 14), as the difference between the carrying value of the Series D Preferred Stock before their forfeiture and their fair value.

On December 31, 2017 and 2018, respectively, based on the valuation method that combines (weighs) the income and the market approach using unobservable in the market place inputs (Level 3 inputs) and utilizing adjusted data in an active marketplace for identical securities (Level 2 inputs), no change in the fair value of the Company’s investment in Heidmar was identified and thus no adjustment in the fair value of the Company’s investment in Heidmar was recorded in the accompanying consolidated statement of operations for the years ended December 31, 2017 and 2018 (Note 10).

The following table summarizes the valuation of assets measured at fair value on a non-recurring basis for the year ended December 31, 2018.

	Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Impairment loss
Non-Recurring measurements:
Vessels, net (Note 7)		-		26,375		-		291
Total	$	-	$	26,375	$	-	$	291

During 2016, the sale of the vessel owning companies of the Capesize drybulk carriers Fakarava, Rangiroa and Negonego resulted in a charge of $23,018 and the sale of the Panamax drybulk carrier Coronado resulted into a gain of $1,084, both included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” for the year ended December 31, 2016 (Note 7).

During the year ended December 31, 2016, an additional charge of $18,266 was also recognized as “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations due to the reduction of the vessels’ held for sale carrying amount to their fair value less cost to sell, as of December 31, 2016 (Note 7).

Due to the sale of the Panamax drybulk carriers Ocean Crystal, Sonoma and Sorrento (Note 7), the Company revalued the above vessels with reference to the purchase prices as concluded in the respective Memoranda of Agreement and recognized a gain amounting to $3,020 and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” for the year ended December 31, 2016.

Also, a loss of $641 was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2016 included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” related to the delivery of those vessels to their new owners.

On December 30, 2016, the Company’s Board of Directors resolved that the 13 drybulk vessels of the Company’s fleet that were previously classified as held for sale will not be sold, effective December 31, 2016. Therefore, the vessels were reclassified as held and used and a gain of $1,851 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” based on the respective U.S. GAAP guidance, due to their measurement at their fair values as at December 31, 2016 as determined based on valuations of the independent valuators. Also, the impairment review for the year ended December 31, 2016 indicated that the carrying amount of the offshore support vessels was not recoverable and, therefore, a charge of $65,712 was recognized and included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations (Note 7).

Upon held for sale classification measurement at fair value less cost to sell in relation to the four VLGCs sold during the period an amount of $7,279 was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 7).

The impairment review performed for the nine-month period ended September 30, 2018, indicated that six of the Company’s vessels (the offshore support vessels), with a carrying amount of $25,590 should be written down to their fair value as determined based on independent valuations, resulting in an impairment charge of $9,465, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 7).

The impairment review performed for the year ended December 31, 2018, indicated that one of the Company’s tanker vessels, with a carrying amount of $26,666 should be written down to its fair value as determined based on independent valuations, resulting in an impairment charge of $291, which was included in “Impairment loss, (gain)/loss from sale of vessels and vessel owning companies and other” in the accompanying consolidated statement of operations for the year ended December 31, 2018 (Note 7).

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Common Stock and Additional Paid-in Capital

12 Months Ended

Dec. 31, 2018

Common Stock and Additional Paid-in Capital

Common Stock and Additional Paid-in Capital:

14.Common Stock and Additional Paid-in Capital:

Issuance of common shares

On December 23, 2016, the Company entered into an agreement (the “2016 Purchase Agreement”) with Kalani Investments Limited (the “Investor”), an entity organized in the British Virgin Islands that is not affiliated with the Company, under which the Company could sell up to $200,000 of its common stock to the Investor over a period of 24 months, subject to certain limitations, and receive up to an aggregate of $1,500 of shares of its common stock as a commitment fee in consideration for entering into the 2016 Purchase Agreement. Proceeds from any sales of common stock were used for general corporate purposes. The Investor had no right to require any sales and was obligated to purchase the common stock as directed by the Company, subject to certain limitations set forth in the agreement. As of January 31, 2017, the Company completed the sale to the Investor of the full $200,000 worth of shares of its common stock under the 2016 Purchase Agreement, which then automatically terminated in accordance with its terms. Between the date of the 2016 Purchase Agreement, December 23, 2016, and January 30, 2017, the Company sold an aggregate of 32,681 shares (71,864,590 before the effect of the reverse stock splits) of common stock to the Investor, out of which 263 common shares (844,335 before the effect of the reverse stock splits) were commitment fees for entering into the 2016 Purchase Agreement.

On February 17, 2017, the Company entered into a common stock purchase agreement (the “February 2017 Purchase Agreement”) with the Investor. The February 2017 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, the Investor was committed to purchase up to $200,000 worth of shares of the Company’s common stock over the 24-month term of the purchase agreement and receive up to an aggregate of $1,500 of shares of our common stock as a commitment fee in consideration for entering into the February 2017 Purchase Agreement.

As of March 17, 2017, the Company completed the sale to the Investor of the full $200,000 worth of shares of common stock under the February 2017 Purchase Agreement, which then automatically terminated in accordance with its terms. Between the date of the February 2017 Purchase Agreement, February 17, 2017, and March 16, 2017, the Company sold an aggregate 118,165 shares of its common stock (115,801,710 before the effect of the reverse stock splits) to the Investor, out of which 872 common shares (854,631 before the effect of the reverse stock splits) were commitment fees for entering into the February 2017 Purchase Agreement.

On April 3, 2017, the Company entered into a common stock purchase agreement (the “April 2017 Purchase Agreement”) with the Investor. The April 2017 Purchase Agreement provided that, upon the terms and subject to the conditions set forth therein, the Investor was committed to purchase up to $226,400 worth of shares of the Company’s common stock over the 24-month term of the April 2017 Purchase Agreement and receive up to an aggregate of $1,500 of shares of the Company’s common stock as a commitment fee in consideration for entering into the April 2017 Purchase Agreement.

On August 11, 2017, the Company terminated the April 2017 Purchase Agreement. Between the date of the April 2017 Purchase Agreement, April 3, 2017, and August 10, 2017, the Company sold an aggregate of 31,392,280 shares of its common stock (123,998,456 before the effect of the reverse stock splits) to the Investor, out of which 42,630 common shares (879,711 before the effect of the reverse stock splits) were commitment fees for entering into the April 2017 Purchase Agreement for a total proceeds of $193,598.

On August 11, 2017, the independent members of the Company’s board of directors approved a Term Sheet pursuant to which the Company sold 36,363,636 of the Company’s common shares to entities that may be deemed to be beneficially owned by its Chairman and CEO, Mr. George Economou, for an aggregate consideration of $100,000 at a price of $2.75 per share. The Private Placement closed on August 29, 2017, when the Company issued an aggregate 36,363,636 shares of its common stock to SPII, Sierra and Mountain, entities that may be deemed to be beneficially owned by Mr. Economou (Note 4). The Company did not receive cash proceeds from the Private Placement.

Pursuant to the Term Sheet, the independent members of the Company’s board of directors also approved a Rights Offering that commenced on August 31, 2017 and allowed the Company’s shareholders to purchase their pro rata portion of up to $100,000 of the Company’s common shares at a price of $2.75 per share. In connection with the Rights Offering, on August 29, 2017, Sierra also entered into a Backstop Agreement to purchase from the Company, at $2.75 per share, the number of shares of common stock offered pursuant to the Rights Offering that were not issued pursuant to existing shareholders’ exercise in full of their rights. On October 4, 2017 and following the closing of the rights’ subscription, the Company issued 36,363,636 shares of its common stock, of which 305,760 shares were issued to existing eligible shareholders and 36,057,876 shares were issued to Sierra as per the Backstop Agreement. The Company received $841 from the subscribed shareholders. Regarding the common shares issued to Sierra, the Company did not receive any cash proceeds (Note 4).

Issuance of preferred shares

On June 8, 2016, the Company, entered into a Securities Purchase Agreement with an institutional investor for the sale of 5,000 newly designated Series C Convertible Preferred Shares for $5,000, warrants to purchase 5,000 Series C Convertible Preferred Shares for $5,000 and 0 common shares (310 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). The securities were issued to the investor through a registered direct offering. The total net proceeds from the offering, after deducting offering fees and expenses, were approximately $5,000. The Company further received $5,000 due to the exercise of all warrants, and the total proceeds were $10,000. The Series C Convertible Preferred Stock accrued cumulative dividends on a monthly basis at an annual rate of 8%. Such accrued dividends were payable in shares of common stock or in cash at the Company’s option, or in a combination of cash and common shares.

On July 6, 2016, August 3, 2016, September 1, 2016, October 5, 2016 and November 4, 2016, the Company issued 0 (70 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), 0 (17 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), 0 (278 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits), 0 (328 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) and 0 (339 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) shares of Common stock, respectively, as dividend to the holders of our Series C Convertible Preferred shares.

As of November 18, 2016, the 5,000 Series C Convertible Preferred Shares issued on June 15, 2016 and their respective $400 dividends have been converted to 29 common shares (28,697 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) and, the 5,000 of the Series C Convertible Preferred Shares issued on August 10, 2016 due to the exercise of the respective warrants, and their respective $344 dividends have been converted to 152 common shares (149,187 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits).

On September 9, 2016, the Company entered into an agreement to convert $8,750 of the outstanding balance of the Revolving Credit Facility with Sifnos (Note 4) into 29 Series D Preferred shares (29,166 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company. Each preferred share had 100,000 votes and was not convertible into common stock of the Company. The 29 Series D Preferred shares (29,166 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) were issued on September 13, 2016.

On November 16, 2016, the Company entered into a Securities Purchase Agreement with the Investor for the sale of 20,000 newly designated Series E-1 Convertible Preferred Shares for $20,000, preferred warrants to purchase 30,000 Series E-1 Convertible Preferred Shares for $30,000, preferred warrants to purchase 50,000 newly designated Series E-2 Convertible Preferred Shares for $50,000, prepaid warrants to initially purchase an aggregate of 47 common shares (46,609 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits - with the number of common shares issuable subject to adjustment as described therein), and 0 common shares (13 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). The total gross proceeds from the sale of the securities and the exercise of the preferred warrants were $100,000.

The Series E1 and E2 Convertible Preferred Shares were entitled to receive dividends which could be paid by the Company in shares of common stock or cash or a combination of cash and common shares and which were cumulative and accrued and compounded monthly.

As of December 31, 2016, the initial 20,000 Series E-1 Convertible Preferred Shares, which were issued on November 21, 2016, and their respective $1,400 dividends were converted to 873 common shares (856,352 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). Also, as of December 31, 2016, all preferred warrants were exercised and the 80,000 preferred shares were issued and together with their respective $5,551 dividends were converted to 3,153 common shares (3,090,405 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits). Finally, all prepaid warrants have been exercised and in this respect, 45 common shares (44,822 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) were issued.

On August 29, 2017, following the closing of the Private Placement, all outstanding shares of Series D Preferred Stock (which carried 100,000 votes per share) that Sifnos held were forfeited. An amount of $2,805, being the difference between the carrying value of the Series D Preferred Stock as of the forfeiture date and their fair value, was classified under the respective “Stockholders’ Contribution” and was included in “Accumulated deficit” in the accompanying consolidated balance sheet as of December 31, 2017 (Notes 4, 13).

Treasury stock

On September 9, 2017, 3 shares (3,009 before the 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits) of the Company’s common stock, held as treasury stock, were retired. As of December 31, 2017, the Company did not hold any treasury stock.

On February 6, 2018, the Company’s board of directors approved a stock repurchase program under which the Company was authorized to repurchase up to $50,000 of its outstanding common shares for a period of 12 months (the “Repurchase Program”). The Company may repurchase shares in privately negotiated or open-market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. On October 5, 2018, the Company completed in full its Repurchase Program. Under the Repurchase Program, the Company repurchased a total of 10,864,227 shares of its common stock for an aggregate amount of $50,217 including fees.

On October 29, 2018, the Company’s board of directors authorized a new stock repurchase program, under which the Company may repurchase up to $50,000 of its outstanding common shares for a period of 12 months (the “New Repurchase Program”). The Company may repurchase shares in privately negotiated or open-market purchases in accordance with applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. As of December 31, 2018 and under both repurchase programs, the Company has repurchased a total of 17,042,680 shares of its common stock for a gross consideration of $85,378 including fees. As of December 31, 2018, the number of shares of the Company's common stock outstanding was 87,232,028.

The Company elected to account for the repurchased and held shares under the cost method, with the aggregate cost of shares repurchased amounted to $85,378 to be recognized under the “Treasury stock” in the accompanying consolidated balance sheet as at December 31, 2018. As of January 7, 2019, the Company has repurchased an additional 345,401 shares of its common stock for an aggregate amount of $2,120, including fees. As of February 28, 2019, the outstanding number of shares of the Company's common stock was 86,886,627 (Note 22).

Reverse stock splits

On January 18, 2017, the board of directors of the Company determined to effect a 1-for-8 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on January 23, 2017.

On April 6, 2017, the Company determined to effect a 1-for-4 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on April 11, 2017.

On May 2, 2017, the Company determined to effect a 1-for-7 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on May 11, 2017.

On June 16, 2017, the Company determined to effect a 1-for-5 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on June 22, 2017.

On July 18, 2017, the Company determined to effect a 1-for-7 reverse stock split of its common shares. The reverse stock split occurred, and the Company’s common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on July 21, 2017.

All previously reported share and per share amounts have been restated to reflect the reverse stock splits.

Dividends

On February 27, 2017, the Company’s board of directors decided to initiate a new dividend policy under which the Company expected to pay a regular fixed quarterly cash dividend of an aggregate of $2,500 to the holders of common stock.

In addition, at its discretion, the board may decide to pay additional amounts as dividends each quarter depending on market conditions and the Company’s financial performance, over and above the fixed amount.

On February 27, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended December 31, 2016 to the shareholders of record as of March 15, 2017. The dividend was paid on March 30, 2017.

On April 11, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended March 31, 2017 to the shareholders of record as of May 1, 2017. The dividend was paid on May 12, 2017.

On July 7, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended June 30, 2017 to the shareholders of record as of July 20, 2017. The dividend was paid on August 2, 2017.

On October 16, 2017, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended September 30, 2017 to the shareholders of record as of October 27, 2017. The dividend was paid on November 13, 2017.

On February 6, 2018, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended December 31, 2017 to the shareholders of record as of February 20, 2018. The dividend was paid on March 6, 2018.

On May 7, 2018, the Company’s board of directors declared a quarterly dividend of an aggregate of $2,500 with respect to the quarter ended March 31, 2018 to the shareholders of record as of May 25, 2018. The dividend was paid on June 8, 2018.

On July 30, 2018, the Company’s board of directors decided to suspend the Company’s previously announced cash dividend policy until further notice. As previously noted, the dividend policy is subject to the discretion of the Company’s board of directors and may be suspended or amended at any time without prior notice.

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Equity Incentive Plan

12 Months Ended

Dec. 31, 2018

Equity Incentive Plan [Abstract]

Equity Incentive Plan:

15.Equity incentive plan:

On January 16, 2008, the Company’s board of directors approved the 2008 Equity Incentive Plan (the “Plan”). Under the Plan, officers, key employees and directors are eligible to receive awards of stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock units and unrestricted stock. On January 25, 2010, the Company’s board of directors amended the 2008 Equity Incentive Plan to provide that a total of 21,834,055 common shares be reserved for issuance. The Plan expired on January 16, 2018 in accordance with its terms.

On January 12, 2011, 9,000,000 shares (1 share after all reverse stock splits) of the non-vested common stock out of 21,834,055 shares reserved under the Plan were granted to Fabiana as a bonus for the contribution of Mr. George Economou for CEO services rendered during 2010. The shares vested over a period of eight years, with 1,000,000 shares (1 share after all reverse stock splits) vesting on the grant date and 1,000,000 shares (0 share after all reverse stock splits) vesting annually on December 31, 2011 through 2018, respectively. The stock-based compensation was recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $5.50 per share (share price before reverse stock splits). As of December 31, 2018, 9,000,000 of these shares (1 share after all reverse stock splits) have vested in full.

On August 20, 2013, the Compensation Committee approved that a bonus in the form of 1,000,000 shares (1 share after all reverse stock splits) of the Company’s common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for CEO services rendered during 2012.

The stock based compensation was recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $2.01 per share (share price before reverse stock splits). As of December 31, 2016, the shares have vested in full.

On August 19, 2014, the Compensation Committee approved that a bonus in the form of 1,200,000 shares (0 share after all reverse stock splits) of the Company’s common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for CEO services rendered during 2013. The stock based compensation was recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $3.26 per share (share price before reverse stock splits). As of December 31, 2016, these shares have vested in full.

On December 30, 2014, the Compensation Committee approved that a bonus in the form of 2,100,000 shares (0 share after all reverse stock splits) of the Company’s common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for CEO services rendered during 2014. The stock based compensation is being recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $1.07 per share (share price before reverse stock splits). As of December 31, 2017, the shares have vested in full.

As of December 31, 2016, 2017 and 2018, there was $2,419, $691 and $0, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan.

The amounts of $3,580, $1,728 and $691 represent the stock based compensation expense for the years ended December 31, 2016, 2017 and 2018, respectively, and are recorded in “General and administrative expenses” in the accompanying consolidated statements of operations for the years ended December 31, 2016, 2017 and 2018, respectively.

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Commitment and contingencies

12 Months Ended

Dec. 31, 2018

Commitment and contingencies [Abstract]

Commitment and contingencies:

16.Commitment and contingencies:

16.1Legal proceedings

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business.

The Company has obtained hull and machinery insurance for the assessed market value of the Company’s fleet and protection and indemnity insurance. However, such insurance coverage may not provide sufficient funds to protect the Company from all liabilities that could result from its operations in all situations. Risks against which the Company may not be fully insured or insurable include environmental liabilities, which may result from a blow-out or similar accident, or liabilities resulting from reservoir damage alleged to have been caused by the negligence of the Company.

As part of the normal course of operations, the Company’s customers may disagree on amounts due to us under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.

HPOR Servicos De Consultaria Ltda, or HPOR, on September 1, 2016 commenced London arbitration references against, among others, us, seeking payment of certain commissions that HPOR is alleging were due by, amongst others, us for certain agency and marketing services provided for the Ocean Rig Mykonos and the Ocean Rig Corcovado drilling units. We have vigorously been defending such allegations and on December 13, 2018, HPOR's appeal was dismissed, with the Commercial Court confirming the decision of the arbitral tribunal and also refusing HPOR permission to appeal further. We and Ocean Rig UDW, or Ocean Rig, were therefore entirely successful. No further appeal is possible by HPOR and the matter is considered closed.

On July 4, 2017, the Company announced that it and Mr. Economou had been named as defendants in a lawsuit filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017-131) by Michael Sammons alleging, in relevant part, breaches of fiduciary duty, unjust enrichment, and conflict of interest.

The Company and Mr. Economou subsequently filed motions to dismiss. The Court finally determined those motions on February 26, 2018. Plaintiff filed a motion for voluntary dismissal without prejudice and the Court issued acknowledgement of voluntary dismissal without prejudice on March 8, 2018. Plaintiffs filed a new action in the U.S. District Court for the Western District of Texas on February 27, 2018, styled as Sammons v. Economou, No. 5:18-cv-00194 (W.D. Tex.) alleging breaches of fiduciary duty and violations of Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On March 14, 2018, Defendants moved for an order requiring Plaintiffs to pay Defendants' costs incurred in the prior action, and for a stay pending payment of costs. On April 22, 2018, plaintiffs filed a first amended complaint propounding additional allegations for constructive or common law fraud or violation of Section 9 of the Securities Exchange Act of 1934. On October 10, 2018, the magistrate judge issued a report and recommendation, recommending that the Court grant Defendants' motion for costs in part, and that the Court stay further proceedings pending Plaintiffs' satisfaction of the cost award.

On October 31, 2018, over the Plaintiff’s objection, the Court adopted the magistrate’s report and recommendation, granted defendants’ motion for costs and for stay pending payment of costs in part, and ordered that the case be stayed until plaintiffs satisfy the cost award. 

The case was administratively closed by order dated October 31, 2018. Plaintiffs filed a notice of appeal of the district court’s order to the Fifth Circuit Court of Appeals on October 31, 2018 and filed their opening brief in that appeal on December 28, 2018.  Defendants-appellees filed their brief in opposition on January 28, 2019, and Plaintiffs-appellants served their reply brief on or about the same day. The Company and Mr. Economou believe that the complaint is without merit and intend to contest the allegations in the Texas action.

On August 2, 2017, a putative class action complaint was filed in the United States District Court for the Eastern District of New York (No. 17-cv-04547) by Herbert Silverberg on behalf of himself and all others similarly situated against, among others, the Company and two of its executive officers. The complaint alleges that the Company and two of its executive officers violated Sections 9, 10(b) and/or 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. An amended complaint was filed by the putative lead plaintiff on September 21, 2018 in accordance with the schedule set by the Court, adding a Section 20A claim against all defendants, and a Section 20(a) claim against one of the Company’s directors named as an additional defendant. On October 26, 2018, the Company served a motion to dismiss.  On December 14, 2018, the Company filed the fully-briefed motion to dismiss and opposition papers.  On November 30, 2018, putative lead plaintiffs served a motion to strike extraneous documents attached to our motion to dismiss filings.  The putative lead plaintiffs filed the fully-briefed motion papers on December 26, 2018. The Court has scheduled a status conference for May 29, 2019. The Company and its management believe that the complaint is without merit and plan to vigorously defend themselves against the allegations.

On August 31, 2017, a complaint was filed in the High Court of the Republic of the Marshall Islands (Civil Action No. 2017-198) by certain Ocean Rig, creditors against, among others, the Company and two of its executive officers (who are currently directors) and TMS Offshore Services. The complaint purports to allege nine causes of action, including claims for avoidance and recovery of actual and/or constructive fraudulent conveyances under common law or 6 Del. Code §§ 1304(A)(1), 1305, 1307, and 1308; aiding and abetting fraudulent conveyances; and declaratory judgment under 30 MIRC § 202. The Company (and all other defendants) moved to dismiss the case on October 31, 2017. Following briefing and oral argument, by order dated September 27, 2018, the Court granted Defendants' Joint Motion to Dismiss Complaint, and Defendants George Economou and Antonios Kandylidis' Motion to Dismiss, dismissing the case in its entirety without leave to replead. On or about October 24, 2018, Plaintiffs filed a notice of appeal to the Marshall Islands Supreme Court. The plaintiff-appellant’s opening brief is due to be filed on March 6, 2019, with the defendant-appellee’s opposition brief due on May 15, 2019 and the plaintiff-appellant’s reply brief due on May 27, 2019.  The Company and its management believe that the complaint is without merit and plan to vigorously defend themselves against the allegations.

Ocean Rig has funded a preserved claims trust, or PCT. The PCT was established to preserve, for the benefit of scheme creditors, any causes of action held by Ocean Rig, Agon Shipping Inc. and/or Ocean Rig Investments Inc. arising from the facts and circumstances identified in the draft complaint prepared by certain of Ocean Rig's creditors referenced above, and certain other claims. If the trustees under the PCT determine that there is merit to any such claims, the trustees may take legal action for the benefit of all the scheme creditors in the restructuring.

The Company and certain of its officers and directors have received subpoenas from the SEC requesting certain documents and information from the Company in connection with offerings made by the Company between June 2016 and August 2017. The Company is providing the requested information to the SEC and continues to respond to the ongoing requests from the SEC.

Other than the cases mentioned above, the Company is not a party to any material litigation where claims or counterclaims have been filed against the Company other than routine legal proceedings incidental to its business.

16.2Contractual charter revenue

Future minimum contractual charter revenue, based on vessels committed to non-cancelable, long-term time contracts as of December 31, 2018, amounts to $26,747 for the twelve months ending December 31, 2019, $6,506 for the twelve months ending December 31, 2020, $6,488 for the twelve months ending December 31, 2021, $1,458 for the twelve months ending December 31, 2022 and $0 for the twelve months ending December 31, 2023 and after. These amounts do not include any assumed off-hire.

16.3       Contractual finance lease liability

As part of the three bareboat charter agreements (Notes 4, 12), the Company also provided a guarantee contained into the three bareboat charter agreements pursuant to the terms of which the Company guarantees the obligations arising in respect of the hull cover ratio covenant under the existing secured credit facilities of the vessels Conquistador, Pink Sands and Xanadu, expiring from April 2028 to February 2029 and amounted to $71,625 as December 31, 2018 (Note 12). The following table summarizes Company’s contractual finance lease obligations as of December 31, 2018:

Due through December 31, 2019	$	5,550
Due through December 31, 2020		5,550
Due through December 31, 2021		5,550
Due through December 31, 2022		5,550
Due through December 31, 2023		5,550
Thereafter		43,875
Total contractual obligation	$	71,625

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Revenue

12 Months Ended

Dec. 31, 2018

Revenue [Abstract]

Revenue:

17.        Revenue

Revenue Recognition

The following table disaggregates our revenue by type of contract (voyage charter or time charter) and per reportable segments:

	Year ended December 31, 2016
	Drybulk Segment				Offshore Support Segment				Tanker Segment					Gas Carrier Segment				Consolidated
Voyage charter revenues	$		2,153		$		-		$		-			$	-			$	2,153
Time charter revenues			28,624				21,157				-				-				49,781
Total Revenues	$		30,777		$		21,157		$		-			$	-			$	51,934
	Year ended December 31, 2017
	Drybulk Segment				Offshore Support Segment				Tanker Segment					Gas Carrier Segment				Consolidated
Voyage charter revenues	$		165		$		-		$		16,870			$	-			$	17,035
Time charter revenues			65,558				3,819				3,988				10,316				83,681
Total Revenues	$		65,723		$		3,819		$		20,858			$	10,316			$	100,716
		Year ended December 31, 2018
		Drybulk Segment				Offshore Support Segment				Tanker Segment			Gas Carrier Segment				Consolidated
Voyage charter revenues		$		695		$		-		$		50,278	$			-	$			50,973
Time charter revenues				93,674				-				6,726				34,762				130,162
Total Revenues		$		94,369		$		-		$		57,004	$			34,762	$			186,135

Trade Accounts Receivable and Contract Balances

Accounts receivable are recorded when the right to consideration becomes unconditional. The increase/(decrease) of accounts receivables were in general due to normal timing differences between our performance and the customers’ payments.

The Company capitalizes any voyage expenses as deferred contract costs incurred during the period between the later of the charter party date or the last discharge and the delivery or the loading date depending on the type of contract (time and voyage charter agreements, respectively). These contract assets are amortized over the duration of the charter or voyage period on a straight line basis and are included in “Voyage expenses”. As of December 31, 2018, deferred contract costs consists of unamortized bunker expenses and port dues of ongoing time and voyage charter agreements. The Company records deferred revenues (contract liabilities) when cash payments are received in advance of its performance, including amounts which are refundable. During the year ended December 31, 2018, the Company recognized as revenues the total amount of deferred revenues outstanding as of December 31, 2017 amounting to $865. As of December 31, 2018, deferred revenue consists of one-month cash advances relating to ongoing time charter agreements and unamortized capitalized ballast bonuses. Our trade accounts receivable, contract assets and contract liabilities consist of the following:

	December 31, 2017		December 31, 2018
Trade Accounts Receivable, net of allowance for doubtful receivables	$	14,526	$	13,713
Deferred Contract Costs (Note 5)		-		496
Deferred Revenue	$	865	$	1,776

Practical Expedients and Exemptions

We generally expense commissions when incurred because the amortization period would have been one year or less (Note 2). These costs are recorded within voyage expenses. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less, in accordance with the optional exception in ASC 606. We do not separately disclose the lease and non-lease component, in accordance with the ASC 842 practical expedient (Note 2).

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Interest and Finance Costs

12 Months Ended

Dec. 31, 2018

Interest and Finance Costs [Abstract]

Interest and Finance Costs:

18.Interest and Finance Costs:

The amounts in the accompanying consolidated statements of operations are analyzed as follows:

	Year ended December 31,
	2016		2017		2018
Interest incurred on long-term debt	$	6,164	$	1,499	$	15,771
Interest, amortization and write off of financing fees on loan from affiliate and related party		1,563		15,239		2,934
Amortization and write-off of financing fees and other fees		572		387		2,247
Commissions, commitment fees and other financial expenses and related party		558		778		911
Capitalized interest and finance costs		-		(3,196)		(84)
Total	$	8,857	$	14,707	$	21,779

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Segment information

12 Months Ended

Dec. 31, 2018

Segment information

Segment information:

19.Segment information:

The Company during 2018 operated in four reportable segments from which it derived its revenues: drybulk, offshore support, tanker and gas carrier segments. The Company, after selling its whole tanker fleet during 2015, re-entered the tanker market through the acquisition of six tanker vessels which were delivered during 2017 and 2018 (Note 7). The Company also entered during 2017 the gas carrier market through the acquisition of four VLGCs that were disposed to unaffiliated buyers during the fourth quarter of 2018 (Notes 6, 7). The reportable segments reflect the internal organization of the Company and are a strategic business that offers different products and services. The drybulk business segment consists of transportation and handling of drybulk cargoes through ownership and trading of vessels. The offshore support business segment consists of offshore support services to the global offshore energy industry through the operation of a diversified fleet of offshore support vessels. The tanker business segment consists of vessels for the transportation of crude and refined petroleum cargoes. The gas carrier segment consisted of vessels for the transportation of liquefied petroleum gas.

The tables below present information about the Company’s reportable segments as of and for the years ended December 31, 2016, 2017 and 2018, and the column “Other” relates to the Company’s investment in Heidmar (Notes 4, 10). The year that the Company had no ownership in the gas carrier segment is not presented in the below table. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company’s consolidated financial statements. The Company allocates general and administrative expenses of the parent company to its subsidiaries on a pro rata basis. The Company also measures segment performance based on net income.

Summarized financial information concerning each of the Company’s reportable segments is as follows:

		Drybulk segment												Offshore support segment												Tanker segment												Gas Carrier segment								Other							Total
				2016				2017				2018				2016				2017				2018				2016				2017				2018				2017				2018				2017				2018		2016				2017				2018
Revenues		$		30,777		$		65,723		$		94,369		$		21,157		$		3,819		$		-		$		-		$		20,858		$		57,004		$		10,316		$		34,762		$		-		$		-	$	51,934		$		100,716		$		186,135
Vessels’ operating expenses				(32,512)				(40,026)				(44,550)				(14,924)				(5,659)				(836)				(7)				(8,830)				(12,698)				(5,745)				(10,307)				-				-		(47,443)				(60,260)				(68,391)
Depreciation				-				(7,326)				(12,091)				(3,466)				(950)				(852)				-				(4,652)				(8,772)				(2,038)				(4,166)				-				-		(3,466)				(14,966)				(25,881)
Goodwill impairment				-				-				-				(7,002)				-				-				-				-				-				-				-				-				-		(7,002)				-				-
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other				(35,470)				4,425				26,940				(70,873)				(300)				(9,465)				-				-				(291)				-				(7,561)				-				-		(106,343)				4,125				9,623
General and administrative expenses				(29,822)				(19,095)				(15,896)				(9,849)				(7,677)				(5,105)				(37)				(2,384)				(3,838)				(1,816)				(3,475)				-				-		(39,708)				(30,972)				(28,314)
Gain/(loss) on interest rate swaps			(917)				-				-				-				-				-				514				-				-				-				-				-				-			403			-				-
Gain on debt restructuring			10,477				-				-				-				-				-				-				-				-				-				-				-				-			10,477			-				-
Income taxes			-				(56)				-				(38)				(20)				(6)				-				-				-				(76)				-				-				-			(38)			(152)				(6)
Net income/(loss)			(69,966)				(23,676)				33,389				(86,553)				(13,322)				(16,991)				(713)				(4,492)				4,577				(1,054)				805				-				-			(198,686)			(42,544)				21,780
Interest and finance cost			(8,706)				(13,476)				(9,607)				(93)				(24)				(2)				(58)				(4)				(4,857)				(1,203)				(7,313)				-				-			(8,857)			(14,707)				(21,779)
Interest income			66				1,310				2,501				13				25				3				2				-				63				30				266				-				-			81			1,365				2,833
Change in fair value of derivatives (gain)/loss			(1,957)				-				-				-				-				-				(236)				-				-				-				-				-				-			(2,193)			-				-
Total assets	$		162,532		$		348,657		$		663,235		$		31,191		$		26,871		$		17,771		$		7		$		202,543		$		296,256		$		322,854		$		43		$		34,000		$		34,000		$	193,730	$		934,925		$		1,011,305

The revenue shown in the table below is analyzed by country based upon the location where the operation of the offshore support vessels took place:

	Year ended December 31,
Country			2016		2017		2018
Brazil			19,312		5,018		-
Europe			1,800		-		-
Total revenues		$	21,112	$	5,018	$	-

As of December 31, 2016, three of the offshore support vessels either operated or were idle in Brazil and the remaining offshore support vessels were laid up in Europe. As of December 31, 2017 and 2018, all of the Company’s offshore support vessels were laid up.

The Company’s drybulk, tanker and gas carrier vessels operated on many trade routes throughout the world, and, therefore, the provision of geographic information is considered impractical by management.

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Earnings/(Losses) per share

12 Months Ended

Dec. 31, 2018

Earnings/(Losses) per share [Abstract]

Earnings/(Losses) per share:

20.Earnings/(Losses) per share:

	Year ended December 31,
	2016					2017						2018
	Loss (numerator)		Weighted- average number of outstanding shares (denominator)	Amount per share		Loss (numerator)		Weighted- average number of outstanding share (denominator)		Amount per share		Earnings (numerator)		Weighted- average number of outstanding shares (denominator)	Amount per share
Net income/ (loss)	$	(198,686)	-	$	-	$	(42,544)		-	$	-	$	21,780	-	$	-
Plus: Contribution from Series D Preferred Stock		-	-		-		2,805		-		-		-	-		-
-Less: Convertible Preferred stock dividends		(7,695)	-		-		-		-		-		-	-		-
Basic EPS/ LPS
Income/Loss available to common stockholders	$	(206,381)	453	$	(455,587.20)	$	(39,739)		35,225,784	$	(1.13)	$	21,780	98,113,545	$	0.22
Dilutive effect of securities
Diluted EPS/ LPS
Income/Loss available to common stockholders	$	(206,381)	453	$	(455,587.20)	$	(39,739)		35,225,784	$	(1.13)	$	21,780	98,113,545	$	0.22

For the years ended December 31, 2016 and 2017 and given that the Company incurred losses, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive and therefore, basic and diluted losses per share are the same. For the year ended December 31, 2018, there are no available securities to be issued, thus, basic and diluted earnings per share are the same.

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Income Taxes

12 Months Ended

Dec. 31, 2018

Income taxes [Abstract]

Income Taxes:

21.Income Taxes:

None of the countries of incorporation of the Company and its subsidiaries impose a tax on international shipping income earned by a “non-resident” corporation thereof. Under the laws of the Republic of the Marshall Islands and Malta and Norway, the countries in which Dryships and the drybulk, offshore support, gas carrier and tanker vessels owned by subsidiaries of the Company are registered, the Company’s subsidiaries (and their vessels) are subject to registration fees and tonnage taxes, as applicable, which have been included in Vessels’ operating expenses in the accompanying consolidated statements of operations.

Pursuant to Section 883 of the United States Internal Revenue Code (the “Code”) and the regulations there under, a foreign corporation engaged in the international operation of ships is generally exempt from U.S. federal income tax on its U.S.-source shipping income if the foreign corporation meets both of the following requirements: (a) the foreign corporation is organized in a foreign country that grants an “equivalent exemption” to corporations organized in the United States for the types of shipping income (e.g., voyage, time, bareboat charter) earned by the foreign corporation and (b) more than 50% of the value of the foreign corporation’s stock is owned, directly or indirectly, by individuals who are “residents” of the foreign corporation’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (the “50% Ownership Test”). For purposes of the 50% Ownership Test, stock owned in a foreign corporation by a foreign corporation whose stock is “primarily and regularly traded on an established securities market” in the United States (the “Publicly-Traded Test”) will be treated as owned by individuals who are “residents” in the country of organization of the foreign corporation that satisfies the Publicly-Traded Test.

The Republic of the Marshall Islands and Malta and Norway, the jurisdictions where the Company and its ship-owning subsidiaries are incorporated, each grants an “equivalent exemption” to United States corporations with respect to each type of shipping income earned by the Company’s ship-owning subsidiaries. Therefore, the ship-owning subsidiaries may be eligible to qualify for exemption from United States federal income taxation with respect to U.S. source shipping income if such companies satisfy certain ownership and documentation requirements under applicable U.S. federal income tax law and regulations. The ship-owning subsidiaries will be deemed to satisfy these certain requirements if the Company is able to satisfy such requirements.

The Company satisfied the Publicly-Traded Test for its 2016 Taxable Year and, therefore, 100% of the stock of its Republic of the Marshall Islands and Malta ship-owning subsidiaries was treated as owned by individuals “resident” in the Republic of the Marshall Islands and Malta. However, the Company did not satisfy the ownership requirements to qualify for an exemption from United States taxation on its U.S. source shipping income for its 2017 Taxable Year. Therefore, each of the Company’s Republic of the Marshall Islands, Malta and Norway ship-owning subsidiaries were subject to U.S. federal income tax in respect of their U.S. source shipping income (2%- 4% tax impose without allowance for deductions). As a result, the Company recognized the related tax expense amounted to $152, in the accompanying consolidated statement of operations for the year ended December 31, 2017. The Company satisfied the Publicly-Traded Test for its 2018 Taxable Year and, therefore, 100% of the stock of its Republic of the Marshall Islands ship-owning subsidiaries was treated as owned by individuals “resident” in the Republic of the Marshall Islands.

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Subsequent Events

12 Months Ended

Dec. 31, 2018

Subsequent Events

Subsequent Events:

22.Subsequent Events:

22.1 On January 11, 2019, the Company entered into an index linked employment agreement for its 2014 built Newcastlemax drybulk carrier, the Marini, with TMS Dry. Under the charter, the gross rate is linked to the Baltic Capesize Index (BCI5TC) plus 16% and has an expected duration of 10 to 12 months. The transaction was approved by the independent members of the Company’s board of directors taking into account among other things the actual speed and consumption figures of the vessel, the terms of the proposed time charter party, fixtures of sister vessels the Company owns and general market activity.

22.2 As of February 28, 2019, the Company has repurchased a total of 17,388,081 shares of its common stock for an aggregate amount of $87,498, including fees, pursuant to the Company’s both repurchase programs (Note 14). The current outstanding number of shares of the Company’s common stock is 86,886,627.

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Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2018

Significant Accounting Policies [Abstract]

Principles of consolidation

(a)Principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and include the accounts and operating results of DryShips, its wholly-owned subsidiaries and its affiliate. All intercompany balances and transactions have been eliminated on consolidation.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity, and if the entity is determined not to be a variable interest entity, whether the entity is a voting interest entity. Variable interest entities (“VIE”) are entities as defined under ASC 810 “Consolidation” that in general either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and absorbs a majority of an entity's expected losses, receives a majority of an entity's expected residual returns, or both. As of December 31, 2017 and 2018, no such VIE existed.

Use of estimates

(b)Use of estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Goodwill

(c)Goodwill: Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired. Goodwill is reviewed for impairment whenever events or circumstances indicate possible impairment in accordance with Accounting Standard Codification (“ASC”) 350 “Goodwill and Other Intangible Assets”. This standard requires that goodwill and other intangible assets with an indefinite life not be amortized but instead tested for impairment at least annually. The Company tests goodwill for impairment each year on December 31. The Company tests goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The impairment of goodwill is tested by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of the impairment loss, if any. To determine the fair value of each reporting unit, the Company uses the income approach, which is a generally accepted valuation methodology. (Note 8)

Other Comprehensive Income/(Loss)

(d)Other Comprehensive Income/(Loss): The Company follows the provisions of Accounting Standard Codification (ASC) 220, “Comprehensive Income”, which requires separate presentation of certain transactions, which are recorded directly as components of stockholders’ equity. The Company presents Other Comprehensive Income/(Loss) in the Consolidated Statements of Comprehensive Income/(Loss).

Cash and cash equivalents

(e)Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

Restricted cash

(f)Restricted cash: Restricted cash may include: (i) cash collateral required under the Company’s secured credit facilities, (ii) retention accounts which can only be used to fund the secured credit facilities’ installments coming due and (iii) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company’s secured credit facilities and financing arrangements. (Note 3)

Trade accounts receivable net

(g)Trade accounts receivable net: The amount shown as trade accounts receivable, at each balance sheet date, includes receivables from customers, net of allowance for doubtful receivables. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate allowance for doubtful receivables.

Going concern

(h)Going concern: The Company’s policy is in accordance with ASU No. 2014-15, “Presentation of Financial Statements - Going Concern”, issued in August 2014 by the Financial Accounting Standards Board (“FASB”). ASU 2014-15 provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and on related required footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. As of December 31, 2018, the Company reported a working capital surplus of $142,316 and had cash and cash equivalents including restricted cash amounted to $156,881. The Company also expects that it will fund its operations either with cash on hand, cash generated from operations, additional secured credit facilities, financing arrangements and equity offerings, or a combination thereof, in the twelve-month period ending one year after the financial statements’ issuance.

Concentration of credit risk

(i)Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents; trade accounts receivable, available for sale securities and derivative contracts (interest rate swaps). The maximum exposure to loss due to credit risk is the book value at the balance sheet date. The Company places its cash and cash equivalents, consisting mostly of bank deposits, with qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company’s major customers are well known companies, which reduces its credit risk. When considered necessary, additional arrangements are put in place to minimize credit risk, such as letters of credit or other forms of payment guarantees.

The Company limits its credit risk with trade accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable. The Company makes advances for the construction of assets to the yards. The ownership of the assets is transferred from the yard to the Company at delivery. The credit risk of the advances was, to a large extent, reduced through refund guarantees issued by financial institutions.

Advances for vessels under construction and related costs

(j)Advances for vessels under construction and related costs: This represents amounts expended by the Company in accordance with the terms of the construction contracts for vessels as well as other expenses incurred directly or under a management agreement with a related party in connection with on-site supervision. In addition, interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. The carrying value of vessels under construction (“Newbuildings”) represents the accumulated costs at the balance sheet date. Cost components include payments for yard installments, acceptance tests’ consumption, commissions to related party, construction supervision, and capitalized interest.

Capitalized interest

(k)Capitalized interest: Interest expense is capitalized during the construction period of vessels based on accumulated expenditures for the applicable project at the Company’s current rate of borrowing. The amount of interest expense capitalized in an accounting period is determined by applying an interest rate the (“capitalization rate”) to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period. If the Company’s financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to other borrowings of the Company. Capitalized interest and finance costs for the years ended December 31, 2016, 2017 and 2018, amounted to $0, $3,196 and $84 respectively (Note 18).

Insurance claims

(l)Insurance claims: The Company records insurance claim recoveries for insured losses incurred on damages to fixed assets, loss of hire and for insured crew medical expenses under “Other current assets”. Insurance claims are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages, or loss due to the vessel being wholly or partially deprived of income as a consequence of damage to the unit or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the Company can make an estimate of the amount to be reimbursed following the insurance claim.

Inventories

(m)Inventories: Inventories consist of consumable bunkers (if any), propane heel (if any), lubricants and victualing stores, which are stated at the lower of cost or net realizable value (in accordance with ASU No. 2015-11 – Inventory) and are recorded under “Other current assets”. Cost is determined by the first in, first out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in earnings in the period in which it occurs.

Foreign currency translation

(n)Foreign currency translation: The functional currency of the Company is the U.S. Dollar since the Company operates in international shipping market and, therefore, primarily transacts business in U.S. Dollars. The Company’s accounting records are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. Dollars at the year-end exchange rates. Resulting gains or losses are included in “Other, net” in the accompanying consolidated statements of operations. The Company recorded gain/(loss) due to foreign currency differences amounting to $745, $335 and $(197) included in the accompanying consolidated statements of operations as of December 31, 2016, 2017 and 2018, respectively.

Fixed assets, net

(o)Fixed assets, net: Drybulk carrier, tanker carrier, gas carrier and offshore support vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage). Subsequent expenditures for major improvements are also capitalized when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels. The cost of each of the Company’s vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel’s remaining economic useful life, after considering the estimated residual value. Vessel’s residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton. Subsequent expenditures for major improvements are also capitalized upon installation when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels and are depreciated on a straight-line basis over their economic useful life considering zero residual value. In general, management estimates the useful life of the Company’s drybulk carrier and tanker carrier vessels to be 25 years, offshore support vessels 30 years and Very Large Gas Carriers (“VLGCs”) 35 years, from the date of initial delivery from the shipyard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted.

Long lived assets held for sale

(p)Long lived assets held for sale: The Company classifies long lived assets and disposal groups as being held for sale in accordance with ASC 360, “Property, Plant and Equipment”, when: (i) management has committed to a plan to sell the long lived assets; (ii) the long lived assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the long lived assets have been initiated; (iv) the sale of the long lived assets is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year; and (v) the long lived assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These long lived assets are not depreciated once they meet the criteria to be classified as held for sale.

If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a long-lived asset previously classified as held for sale, the asset shall be reclassified as held and used. A long-lived asset that is reclassified shall be measured individually at the lower of its carrying amount before the asset or disposal group was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset or disposal group been continuously classified as held and used and its fair value at the date of the subsequent decision not to sell (Note 7).

When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has yet to complete a time charter, it is considered that the held for sale criteria discussed in guidance are not met until the time charter has been completed as the vessel is not available for immediate sale. As a result, such vessels are not classified as held for sale. When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has no time charter to complete or a contract that is transferable to a buyer, it is considered that the held for sale criteria discussed in the guidance are met. As a result such vessels are classified as held for sale. Furthermore, in the period a long-lived asset meets the held for sale criteria, a loss is recognized for any reduction of the long-lived asset’s carrying amount to its fair value less cost to sell.

Impairment of long-lived assets

(q)Impairment of long-lived assets: The Company reviews for impairment long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on an asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. The Company evaluates the carrying amounts of its vessels by obtaining vessel independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, the Company reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions.

In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels’ future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel and compares them to vessel’s carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days of drybulk, tanker, offshore and gas carrier vessels based on the most recent ten year historical rates for similar vessels, adjusted for any outliers, and utilizing available market data for each segment, over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for vessels’ maintenance and operating expenses (including planned drydocking and special survey expenditures), assuming an average annual inflation rate based on the global consumer price index (“CPI”) changes and fleet utilization of 99% decreasing by 1.5% every five years after the first ten years. The salvage value used in the impairment test is estimated to be $250 per light weight ton (LWT) for vessels, in accordance with the Company’s vessels’ depreciation policy. If the Company’s estimate of undiscounted future cash flows for any vessel, is lower than its respective carrying value, the carrying value is written down, by recording a charge to operations, to its’ respective fair market value if the fair market value is lower than the vessel’s carrying value. (Notes 7, 13)

Dry-docking costs

(r)Dry-docking costs: The Company follows the direct expense method of accounting for dry-docking costs whereby costs are expensed in the period incurred for the vessels. Dry-docking costs are comprised of yard invoices, paints invoices, class certificates and other repairs (peripherals). These expenses are included in “Vessels’ operating expenses” in the consolidated statement of operations.

Statement of Cash Flows

(s)Statement of Cash Flows: In August 2016, the FASB issued ASU No. 2016-15- Statement of Cash Flows (ASC 230) – Classification of Certain Cash Receipts and Cash Payments which addresses certain cash flow issues with the objective of reducing the existing diversity in practice. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018 with no impact on its consolidated financial statements and notes disclosures. In November 2016, the FASB issued ASU No. 2016-18—Statement of Cash Flows (ASC 230) - Restricted Cash, which addresses the requirement that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018. The only effect the adoption of ASU No. 2016-18 had on prior-period information is the presentation of restricted cash on the statement of cash flows. More precisely, the line item “Decrease/(Increase)” in restricted cash was removed from the investing activities section of the statement of cash flows and the beginning period and ending period cash balances now include restricted cash. Comparative periods of the statement of cash flow have been retrospectively adjusted to reflect the adoption of ASU No. 2016-18.

Deferred financing costs

(t)Deferred financing costs: Deferred financing costs include fees, commissions and legal expenses associated with the Company’s secured credit facilities and/or financing arrangements. The Company’s policy is in accordance with ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs”, issued by the FASB in April 2015. The Company presents such costs in the balance sheet as a direct deduction from the related debt liability (secured credit facility and/or financing arrangement). These costs are amortized over the life of the related credit facility and/or financing arrangement using the effective interest method and are included in interest and finance cost. Unamortized fees relating to secured credit facilities and/or financing arrangements repaid or refinanced as extinguishments are expensed as interest and finance costs in the period the repayment or extinguishment is made. Amortization and write offs for each of the years ended December 31, 2016, 2017 and 2018, amounted to $572, $387 and $2,247 respectively (Note 18).

Non-monetary transactions - Exchange of the capital stock of an entity for non-monetary assets or services

(u)Non-monetary transactions - Exchange of the capital stock of an entity for non-monetary assets or services: Non-monetary transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Any difference between the fair value and the transaction price is considered as gain or loss for the Company. The Company determines fair value of assets and liabilities given up or received in accordance with ASC 820 “Fair Value Measurement”. In cases of transactions related to an exchange of preferred shares with common ones, any difference between the fair value and the carrying value of the exchanged preferred shares is considered as shareholders dividend or capital contribution from/to the Company.

Extinguishment of Preferred Stock

(v)Extinguishment of Preferred Stock: In case of preferred stock extinguishment, the difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock in the Company’s balance sheet (net of issuance costs) should be subtracted from (or added to) net income/(loss) to arrive at income/(loss) available to common stockholders in the calculation of earnings/(loss) per share. The difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock in the Company’s balance sheet represents a return to/from the preferred stockholder that should be treated in a manner similar to the treatment of dividends paid on preferred stock.

Leases

(w)Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), as amended, which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard neither substantially changes lessor accounting, nor lease classification criteria. For public companies, the standard is effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted.

Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. Under that transition method, an entity initially applies the new leases standard (subject to specific transition requirements and optional practical expedients) at the beginning of the earliest period presented in the financial statements (which is January 1, 2017, for calendar-year-end public business entities that adopt the new leases standard on January 1, 2019).

In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842) – Targeted Improvements. The amendments in this Update: (i) provide entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; and, (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (ASC 606) and both of the following are met: (a) the timing and pattern of transfer of the non-lease component(s) and associated lease component are the same, and (b) the lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842. Leases between related parties, are classified in accordance with the lease classification criteria applicable to all other leases on the basis of the legally enforceable terms and conditions of the lease.

The Company early adopted the new standard on the 4th quarter and applied the modified retrospective method and elected to apply the additional optional transition method along with the following practical expedients: (i) a package of practical expedients which does not require the Company to reassess: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether initial direct costs for any expired or existing leases would qualify for capitalization under ASC 842; (ii) to account for non-lease components (primarily crew and maintenance services) of time charters as a single lease component as the timing and pattern of transfer of the non-lease components and associated lease component are the same, the lease components, if accounted for separately, would be classified as an operating lease, and such non-lease components are not predominant components of the combined component.

The Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements. Therefore, the Company accounts for the combined component as a lease under ASC 842.

Refer to discussion in Note 2(z) for revenue recognition from time charters. Compensation for ballast voyages (vessel repositioning after lease inception but prior to lease commencement which takes place upon the delivery of the vessel to the charterer) is deferred and recognized over the charter period. The Company also elected to make an accounting policy election to recognize an asset for contract fulfillment costs (primarily bunkers costs related to ballast voyages) in accordance with ASC 340-40.

Finance lease – Lessee

(x)Finance lease – Lessee: In accordance with ASC 842 at the commencement date of a finance lease, the Company as a lessee recognizes a finance lease liability at the present value of the lease payments to be made over the lease term and a right-of-use asset at cost which consists of all of the following: (1) an amount equal to the lease liability present value; (2) the lease payments made to the lessor at or before the commencement date, less any lease incentives received; and (3) the initial direct costs incurred by the lessee.

After the commencement date, the Company recognizes depreciation of the right-of-use asset and separately recognizes interest on the lease liability for a finance lease.

Over the lease term, the carrying amount of the lease liability is reduced by the lease payments, with any change over the lease payments already included in the lease liability to be recognized as interest and finance cost in the period they are incurred and increased by the finance lease interest cost (unwinding effect of discount rate). Any lease payments not included in the lease liability are recognized in the period in which their obligation is incurred under interest and finance cost.

The right-of-use asset is depreciated on a straight-line basis, unless another systematic basis is more representative of the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits, over the shorter of the lease term or the useful life of the right-of-use asset; and tested for any impairment losses along with the Company’s long-lived assets. The depreciation period is the remaining life of the underlying asset if the lessee is reasonably certain to exercise an option to purchase the underlying asset or if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

Sale-leaseback transactions

(y)Sale-leaseback transactions: In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606 (existence of a contract and satisfaction of performance obligation by transferring of the control of the asset). The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised; and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing by the Company as it effectively retains control of the underlying asset.

If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

Revenue from Contracts with Customers

(z)Revenue from Contracts with Customers: ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue from contracts with customers and supersedes most legacy revenue recognition guidance.The core principle of the guidance in ASC 606, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services by applying the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in each contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in each contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Incremental costs of obtaining a contract with a customer and contract’s fulfillment costs should be capitalized and amortized over the voyage period, if certain criteria are met – for incremental costs if only they are chargeable to the customer and for contract’s fulfillment costs if each of the following criteria is met: (i) they relate directly to the contract, (ii) they generate or enhance the entity’s resources that shall be used in the performance obligation satisfaction and (iii) are expected to be recovered.

Further, in case of incremental costs, entities may elect to use a practical expedient not to capitalize them when the amortization period (voyage period) is less than one year. Having not adopted ASC 606, the Company's (i) voyage revenues would have been $185,514 for the year ended December 31, 2018, (ii) voyage expenses would have been $31,746 for the year ended December 31, 2018, (iii) trade accounts receivables would have been $14,440 as of December 31, 2018, (iv) accrued liabilities would have been $3,428 as of December 31, 2018 and (v) no deferred contract costs would have been recognized as of December 31, 2018. Having not adopted ASC 606, the Company’s total equity would have been $637,038  and net income would have been  $21,089, respectively, for the year ended December 31, 2018, or $0.21 basic and diluted earnings per share.

Accounting for Revenue and related expenses

(aa)Accounting for Revenue and related expenses: The Company generates its revenues from chartering its vessels under time or bareboat charter agreements (including profit sharing clauses) and voyage charter agreements.

Time and bareboat charters: Vessels are chartered out when a contract exists and the vessel is delivered (commencement date) to the charterer, for a fixed period of time, at rates that are generally determined in the main body of charter parties and the relevant voyage expenses burden the charterer (i.e. port dues, canal tolls, pilotages and fuel consumption). Upon delivery of the vessel, the charterer has the right to control the use of the vessel (under agreed prudent operating practices) as it has the enforceable right to: (i) decide the (re)delivery time of the vessel; (ii) arrange the ports from which the vessel shall pass; (iii) give directions to the master of the vessel regarding vessel’s operations (i.e. speed, route, bunkers purchases, etc.); (iv) sub-charter the vessel and (v) consume any income deriving from the vessel’s charter. Thus, time and bareboat charter agreements are accounted for as operating leases, ratably on a straight line over the duration of the charter basis in accordance with ASC 842. Any off-hires are recognized as incurred.

The charterer may charter the vessel with or without owner’s crew and other operating services (time and bareboat charter, respectively). Thus, the agreed dayrates (hire rates) in the case of time charter agreements include also compensation for part of the agreed crew and other operating services provided by the owner (non-lease components). The Company has elected to account for the lease and non-lease component of time charter agreements as a combined component in its financial statements, having taken into account that the non-lease component would be accounted for ratably on a straight-line basis over the duration of the time charter in accordance with ASC 606 and that the lease component in considered as the predominant component. In this respect, the Company qualitatively assessed that more value is ascribed to the vessel rather than to the services provided under the time charter agreements.

Apart from the agreed dayrates, the owner may be entitled to an additional income, such as ballast bonus which is considered as reimbursement of owner’s expenses and is recognized together with the lease component over the duration of the charter. The relatedballast costs incurred over the period between the charter party date or the prior redelivery date (whichever is latest) and the delivery date to the charterer are deferred and amortized on a straight line basis over the duration of the charter.

Voyage charters: Voyage charter is a charter where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate per ton, regardless of time to complete. A voyage is deemed to commence upon the loading of the cargo and is deemed to end upon the completion of discharge of the current cargo. Voyage charter payments are due upon discharge of the cargo. The Company has determined that under its voyage charters, the charterer has no right to control any part of the use of the vessel. Thus, the Company’s voyage charters do not contain a lease and are accounted for in accordance with ASC 606. More precisely, the Company satisfies its single performance obligation to transfer cargo under the contract over the voyage period. Thus, voyage charter revenues are recognized ratably over the loading to discharge period (voyage period).

Voyage related and vessel operating costs: Voyage expenses primarily consist of commissions, port dues, canal and bunkers. Vessel operating costs include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs including dry-docking costs. Under voyage charter arrangements, voyage expenses that are unique to a particular charter are paid for by the Company. Under a time charter, specified voyage costs, such as bunkers and port charges are paid by the charterer and other non-specified voyage expenses, such as commissions, are paid by the Company. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation. Commissions counter, third and related party are expensed as incurred. Contract fulfillment costs (mainly consisting of bunker expenses and port dues) for voyage charters are recognized as a deferred contract costs and amortized over the voyage period when the relevant criteria under ASC 340-40 are met or are expensed as incurred. The Company has made an accounting policy election to also recognize contract fulfillment costs for time charters under ASC 340-40. All vessel operating expenses are expensed as incurred.

Deferred revenue: Deferred revenue primarily relates to cash advances received from charterers. These amounts are recognized as revenue over the charter period.

Deferred contract costs: Deferred contract costs relate to unamortized contract fulfillment costs incurred by the Company during the period from the latter of the charter party date or last discharge or redelivery date to loading or delivery date for voyage and time charter agreements respectively. They are recorded under “Other current assets” and are recognized as voyage expenses and amortized over the voyage or charter period.

Earnings/(loss) per common share

(ab)Earnings/(loss) per common share: Basic earnings/(loss) per common share are computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. Dilution is computed by the treasury stock method whereby all of the Company’s dilutive securities are assumed to be exercised or converted and the proceeds used to repurchase common shares at the weighted average market price of the Company’s common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation.

Segment reporting

(ac)Segment reporting: The Company determined that during 2018 operated under four reportable segments, as a provider of drybulk commodities transportation services for the steel, electric utility, construction and agri-food industries (drybulk segment), as a provider of offshore support services to the global offshore energy industry (offshore support segment), as a provider of transportation services for crude and refined petroleum cargoes (tanker segment) and as a provider of transportation services for liquefied gas cargoes (gas carrier segment). The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s consolidated financial statements.

Financial instruments

(ad)Financial instruments: The Company designates its derivatives based upon guidance on ASC 815, “Derivatives and Hedging” which establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The guidance on accounting for certain derivative instruments and certain hedging activities requires all derivative instruments to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings unless specific hedge accounting criteria are met.

(i) Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument’s effectiveness in offsetting exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated.

The Company was party to interest swap agreements where it received a floating interest rate and paid a fixed interest rate for a certain period. All of the Company’s interest swap agreements were either matured or terminated during the year ended December 31, 2016. Contracts which meet the strict criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of “Accumulated other comprehensive income/(loss)” in equity, while any ineffective portion, if any, is recognized immediately in current period earnings. The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the consolidated statement of operations. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as financial income or expense.

(ii) Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings.

In January 2016, the FASB issued ASU No. 2016-01– Financial Instruments - Overall (ASC 825-10). ASU 2016-01, changes how public companies will recognize, measure, present and make disclosures about certain financial assets and financial liabilities. The Company adopted the aforementioned ASU in the fiscal year beginning January 1, 2018 with no impact on its consolidated financial statements and notes disclosures.

Fair value measurements

(ae)Fair value measurements: The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures” which defines, and provides guidance as to the measurement of, fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 13).

Stock-based compensation

(af)Stock-based compensation: Stock-based compensation represents vested and non-vested common stock granted to employees and directors, for their services. The Company calculates total compensation expense for the award based on its fair value on the grant date and amortizes the total compensation on an accelerated basis over the vesting period of the award or service period (Note 15). On January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting, effective for the fiscal year ending December 31, 2017 and interim periods within this fiscal year. The adoption of this guidance had no impact on the Company's consolidated financial statements and notes disclosures.

Income taxes

(ag)Income taxes: Income taxes are provided for based upon the tax laws and rates in effect in the countries in which the Company’s ocean going cargo vessels’ operations were conducted and income was earned. There is no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which the Company operates have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company’s assets and liabilities using the applicable jurisdictional tax in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. (Note 21).

Commitments and contingencies

(ah)Commitments and contingencies: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.

Investments in Affiliates

(ai)Investments in Affiliates: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significant influence, but over which it does not exercise control. Investments in these entities are accounted for by the equity method of accounting. Under this method the Company records an investment in the stock of an affiliate at cost or at fair value in case of a retained investment in the common stock of an investee in a deconsolidation transaction, and adjusts the carrying amount for its share of the earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

At each reporting date, the Company performs an assessment in order to identify and account for any other than temporary impairment in its investment in affiliates. Specifically, the Company assesses factors indicating that a decline in the value of an investment is other-than-temporary and that a write-down of the carrying amount is required and concludes whether the impairment is other than temporary and then measures and recognizes the respective impairment charge as the difference between the carrying value and the fair value of the equity investment. In accordance with ASC 825-10 entities are allowed to elect to measure certain financial assets and financial liabilities (as well as certain non-financial instruments that are similar to financial instruments) at fair value. Equity method investments are eligible for the fair value option.

If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, ASC 825-10-25-7 requires that the fair value option be applied to all of the investor’s eligible interests in that investee. The fair value option election is non-revocable even if the Company loses significant influence over the investee. Under the fair value model, an investment in an affiliate is recognized initially at the fair value at the transaction date and at each reporting date, an investor shall measure its investments in affiliates at fair value, with changes recognized in profit or loss.

Affiliates included in the financial statements:

1. Ocean Rig UDW Inc. (“Ocean Rig”) and its subsidiaries, accounted for under the equity method from June 8, 2015 through April 4, 2016, (ownership interest as of April 4, 2016, was 40.4%); and
2. Heidmar, a global tanker pool operator, accounted for under the fair value option from August 29, 2017 (ownership interest is 49%).

Accounting for transactions under common control

(aj)Accounting for transactions under common control: Common control transaction is any transfer of net assets or exchange of equity interests between entities or businesses that are under common control by an ultimate parent or controlling shareholder before and after the transaction. Common control transactions may have characteristics that are similar to business combinations but do not meet the requirements to be accounted for as business combinations because, from the perspective of the ultimate parent or controlling shareholder, there has not been a change in control over the acquiree. Due to the fact common control transactions do not result in a change in control at the ultimate parent or controlling shareholder level, the Company does not account for that at fair value. Rather, common control transactions are accounted for at the carrying amount of the net assets or equity interests transferred.

Troubled Debt Restructurings

(ak)Troubled Debt Restructurings: A restructuring of a debt constitutes a troubled debt restructuring if the lender or creditor for economic or legal reasons related to the Company’s financial difficulties grants a concession to the Company that it would not otherwise consider. Troubled debt that is fully satisfied by foreclosure, repossession, or other transfer of assets or by grant of equity securities by the Company is included in the term troubled debt restructuring and is accounted as such.

The Company, when issuing or otherwise granting an equity interest to a lender or creditor to settle fully a payable or debt, accounts for the equity interest granted at its fair value. The difference between the fair value of the equity interest granted and the carrying amount of the payable or debt settled is recognized as a gain on restructuring of payables or debt. Legal fees and other direct costs incurred in granting an equity interest to a creditor reduce the fair value of the equity interest issued. All other direct costs incurred in connection with a troubled debt restructuring are charged to expense as incurred.

Treasury stock

(al)     Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the amount of outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury shares. Treasury shares are essentially the same as unissued capital and reduce ordinary share capital. The cost of the acquired shares should generally be shown as a deduction from stockholders' equity. Dividends on such shares held in the entity’s treasury should not be reflected as income and not shown as a reduction in equity. Gains and losses on sales of treasury stock should be accounted for as adjustments to stockholders’ equity and not as part of income. Depending on whether the shares are acquired for reissuance or retirement, treasury shares are accounted for under the cost method or the constructive retirement method. The cost method is also used when reporting entity management has not made decisions as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired.

Investment in debt securities

(am)Investment in debt securities: Investments in debt securities are classified as trading, hold-to-maturity and available-for-sale securities and are initially measured at the transaction price (equal to their fair value at acquisition) plus transaction costs. Pursuant to their classification, they are subsequently measured at their fair value through income statement, at amortized cost or at their fair value through other comprehensive income / (loss), respectively. The Company, in order to determine the accounting treatment for its investments in debt securities, assesses their proper classification based on management's intention and ability to hold the investment until maturity and the existence of any trading activity, in accordance with ASC 320.

Held-to-maturity securities: Debt securities for which at acquisition management has both the positive intent and ability to hold them until maturity. They are classified as current or non-current depending on their maturity dates.

Trading securities: Debt securities bought and held primarily to be sold in the near term, generating profits on short-term movements in market prices or spreads. They are classified as current or non-current depending on management’s intention to sell within the next twelve months. Any change in their fair value is immediately recognized in the income statement.

Available-for-sale securities: Debt securities that are not classified as either held-to-maturity or trading securities. They are classified as current or non-current depending on maturities and management's expectation to sell the following year. Unrealized gains or losses are recorded in other comprehensive income/(loss) and reclassified to income statement upon realization.

Taking into consideration (i) the Company’s intention to hold the investment for only an indefinite period – not as of the maturity date, (ii) the fact that the invested trading securities are tradable in an active market and (iii) the absence of any material trading activity in the past, the Company classified its investment in debt securities (corporate bonds) as available for sale under non-current assets (Note 13).

Recent accounting pronouncements

(an)Recent accounting pronouncements:

Financial Instruments: In June 2016, the FASB issued ASU No. 2016-13– Financial Instruments – Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For public entities, the amendments of this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

Fair Value Measurement: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (ASC 820) - Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The guidance on fair value disclosures eliminates the following requirements for all entities: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the entity's policy for the timing of transfers between levels of the fair value hierarchy; and (iii) the entity's valuation processes for Level 3 fair value measurements. The following disclosure requirements were added to ASC 820 for public companies: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements of instruments held at the end of the reporting period and (ii) for recurring and nonrecurring Level 3 fair value measurements, the range and weighted average used to develop significant unobservable inputs and how the weighted average was calculated, with certain exceptions. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

The guidance makes the following modifications for public entities: (i) entities are required to provide information about the measurement uncertainty of Level 3 fair value measurements as of the reporting date rather than a point in the future (the FASB also deleted the word “sensitivity,” which it said had caused confusion about whether the disclosure is intended to convey changes in unobservable inputs at a point in the future) and (ii) entities that use the practical expedient to measure the fair value of certain investments at their net asset values are required to disclose (1) the timing of liquidation of an investee’s assets and (2) the date when redemption restrictions will lapse, but only if the investee has communicated this information to the entity or announced it publicly. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, although early adoption is permitted. The Company is in the process of assessing the impact of the provisions of this guidance on the Company’s consolidated financial position and performance.

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Basis of Presentation and General Information (Tables)

12 Months Ended

Dec. 31, 2018

Basis of Presentation and General Information

Adoption of new revenue and lease guidance

Consolidated Balance Sheets		December 31, 2017		Cumulative effect from adopting ASC 606		Cumulative effect from adopting ASC 842		January 1, 2018
Assets
Trade accounts receivable, net of allowance for doubtful receivables	$	14,526	$	(1,350)	$	-	$	13,176
Other current assets (includes deferred contract costs)	$	12,279	$	235	$	185	$	12,699
Liabilities
Accrued liabilities	$	4,758	$	(87)	$	-	$	4,671
Deferred Revenue	$	865	$	-	$	868	$	1,733
Stockholders’ Equity
Accumulated deficit	$	(3,360,090)	$	(1,028)	$	(683)	$	(3,361,801)

Schedule of Revenue by Major Charterer

	Year ended December 31,
	2016		2017		2018
Customer A – Offshore support segment		37%		-		-
Customer B – Tanker & Gas carrier segments		-		-		13.5%

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Cash and Cash equivalents and restricted cash (Tables)

12 Months Ended

Dec. 31, 2018

Cash and Cash equivalents and restricted cash [Abstract]

Cash and Cash equivalents and restricted cash

	December 31, 2016		December 31, 2017		December 31, 2018
Cash and cash equivalents	$	76,414	$	14,490	$	141,851
Restricted cash		350		726		20
Restricted cash, non-current		10		15,010		15,010
Total	$	76,774	$	30,226	$	156,881

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Transactions with Related Parties (Tables)

12 Months Ended

Dec. 31, 2018

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

					December 31,
					2017		2018
Balance Sheet
Due from related parties			$		16,914		$			27,864
Due from related parties (current) - Total					16,914					27,864
Due to related parties					(72)					(5,796)
Due to related parties (current) - Total			$		(72)		$			(5,796)
Due to related parties					(71,631)					(66,690)
Due to related parties (non - current) - Total			$		(71,631)		$			(66,690)
Advances for vessels under construction and related costs					1,004					-
Vessels, net					-					170,871
Accrued liabilities			$		(350)		$			(304)
	Year ended December 31,
Statement of Operations	2016			2017				2018
Time charter	$	1,800		$		3,988		$	9,168
Voyage expenses		(390)				(1,526)			(3,743)
Depreciation		-				-			(629)
General and administrative expenses		(32,397)				(23,850)			(22,986)
Commissions for assets sold		(886)				(85)			(3,568)
Loss from sale of vessel owning companies, net of commissions		(22,318)				-			-
Interest and finance costs		(1,789)				(13,070)			(2,924)
Loss on Private Placement	$	-		$		(7,600)		$	-
Per day and per quarter information in the note below is expressed in United States Dollars/Euros)

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Other Current assets (Tables)

12 Months Ended

Dec. 31, 2018

Other Current assets [Abstract]

Other Current assets

	December 31,
	2017		2018
Inventories	$	7,790	$	10,907
Insurance claims (Note 16)		3,044		1,856
Deferred contract costs (Note 17)		-		496
Other		1,445		499
Other current assets	$	12,279	$	13,758

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Advances for Vessels under Construction (Tables)

12 Months Ended

Dec. 31, 2018

Advances for Vessels under Construction [Abstract]

Advances for Vessels under Construction

	December 31,
	2017		2018
Balance at beginning of year	$	-	$	31,898
Advances for vessels under construction and related costs		265,565		45,198
Vessels delivered		(233,667)		(77,096)
Balance at end of year	$	31,898	$	-

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Vessels, net (Tables)

12 Months Ended

Dec. 31, 2018

Vessels, net [Abstract]

Vessels, net

	Cost		Accumulated Depreciation		Net Book Value
Balance, December 31, 2016	$	95,550		-	$	95,550
Additions		672,300		-		672,300
Vessels sold		(3,900)		104		(3,796)
Depreciation		-		(14,966)		(14,966)
Balance, December 31, 2017	$	763,950	$	(14,862)	$	749,088
Additions		199,243		-		199,243
Right-of-use assets		171,500		-		171,500
Depreciation		-		(25,881)		(25,881)
Impairment loss		(24,774)		7,739		(17,035)
Vessels sold		(322,905)		1,322		(321,583)
Balance, December 31, 2018	$	787,014	$	(31,682)	$	755,332

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Other Non-Current Assets (Tables)

12 Months Ended

Dec. 31, 2018

Other non-current assets [Abstract]

Other Non-Current Assets

	December 31,
	2017			2018
Other non-current assets		$	44,869		$	4,088
		$	44,869		$	4,088

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Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2018

Long-term Debt [Abstract]

Long-term Debt

	December 31,
	2017		2018
Secured Credit Facilities - Drybulk Segment	$	-	$	75,582
Secured Credit Facilities - Tanker Segment		-		124,757
Secured Credit Facilities - Gas Carrier Segment		147,716		-
Secured financing arrangements - Drybulk Segment		-		91,937
Less: Deferred financing costs		(2,378)		(2,193)
Total debt		145,338		290,083
Less: Current portion		(11,635)		(38,795)
Long-term portion	$	133,703	$	251,288

Loan Movements for Credit Facilities and Term Loans Throughout the Year

Debt	Debt agreement date	Original Amount		December 31, 2017		New debt/ Acquisitions		50% Set-off price		Repayments		December 31, 2018
Secured Credit Facility	June 22, 2017	$	150,000	$	147,716	$	-	$	-	$	(147,716)	$	-
Secured Credit Facility	January 24, 2018		90,000		-		90,000		-		(6,255)		83,745
Secured Credit Facility	January 29, 2018		35,000		-		35,000		-		(2,543)		32,457
Secured Credit Facility	March 8, 2018		30,000		-		30,000		-		(1,875)		28,125
Secured Credit Facility	October 13, 2013		30,000		-		16,500		-		(1,500)		15,000
Secured Credit Facility	September 1, 2017		35,000		-		33,833		-		(1,750)		32,083
Secured Credit Facility	January 20, 2010		30,000		-		8,929		-		-		8,929
Secured Financing Arrangement	April 2, 2018		26,218		-		26,218		(13,109)		(439)		12,670
Secured Financing Arrangements	May 4, 2018		164,000		-		164,000		(82,000)		(2,733)		79,267
				$	147,716	$	404,480	$	(95,109)	$	(164,811)	$	292,276

Principal Payments

Due through December 31, 2019	$	39,337
Due through December 31, 2020		30,408
Due through December 31, 2021		22,908
Due through December 31, 2022		22,908
Due through December 31, 2023		85,370
Thereafter		91,345
Total principal payments		292,276
Less: Financing fees		(2,193)
Total debt	$	290,083

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Finance Lease Liability (Due to relates parties) (Tables)

12 Months Ended

Dec. 31, 2018

Finance lease liability (Due to related parties) [Abstract]

Schedule Of Finance Lease Liability

	December 31, 2018
Conquistador bareboat charter	$	24,491
Pink Sands bareboat charter		23,511
Xanadu bareboat charter		23,962
Total finance lease liability		71,964
Less: Current portion		(5,274)
Long-term portion	$	66,690

Schedule Of Capital Leased Asssets

Finance lease liability	Bareboat Charter Agreement date	Original amount		Repayments		Finance lease interest expense		December 31, 2018
Conquistador bareboat charter	November 19, 2018	$	56,000	$	(31,625)	$	116	$	24,491
Pink Sands bareboat charter	November 19, 2018		56,000		(32,600)		111		23,511
Xanadu bareboat charter	November 19, 2018		59,500		(35,650)		112		23,962
		$	171,500	$	(99,875)	$	339	$	71,964

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Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2018

Financial Instruments and Fair Value Measurements [Abstract]

Effect of Derivative Instruments on the Consolidated Statements of Operations

		Amount of Gain
		Year Ended December 31,
Derivatives not designated as hedging instruments	Location of Gain Recognized	2016			2017			2018
Interest rate swaps	Gain on interest rate swaps		$	403		$	-		$	-
Total			$	403		$	-		$	-

Fair Value, Assets Measured on a Recurring and Non-Recurring Basis

		Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Unobservable Inputs (Level 3)
Recurring measurements:
Investment in affiliate – Heidmar (Note 10)		$		-		$		-		$		34,000
Investment in available for sale debt securities				4,961				-				-
Total		$		4,961		$		-		$		34,000
	Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Unobservable Inputs (Level 3)				Impairment loss
Non-Recurring measurements:
Vessels, net (Note 7)			-				26,375				-			291
Total	$		-		$		26,375		$		-		$	291

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Commitment and contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitment and contingencies [Abstract]

Finance Lease Liability Maturity

Due through December 31, 2019	$	5,550
Due through December 31, 2020		5,550
Due through December 31, 2021		5,550
Due through December 31, 2022		5,550
Due through December 31, 2023		5,550
Thereafter		43,875
Total contractual obligation	$	71,625

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Revenue (Tables)

12 Months Ended

Dec. 31, 2018

Revenue [Abstract]

Revenue Recognition

	Year ended December 31, 2016
	Drybulk Segment				Offshore Support Segment				Tanker Segment					Gas Carrier Segment				Consolidated
Voyage charter revenues	$		2,153		$		-		$		-			$	-			$	2,153
Time charter revenues			28,624				21,157				-				-				49,781
Total Revenues	$		30,777		$		21,157		$		-			$	-			$	51,934
	Year ended December 31, 2017
	Drybulk Segment				Offshore Support Segment				Tanker Segment					Gas Carrier Segment				Consolidated
Voyage charter revenues	$		165		$		-		$		16,870			$	-			$	17,035
Time charter revenues			65,558				3,819				3,988				10,316				83,681
Total Revenues	$		65,723		$		3,819		$		20,858			$	10,316			$	100,716
		Year ended December 31, 2018
		Drybulk Segment				Offshore Support Segment				Tanker Segment			Gas Carrier Segment				Consolidated
Voyage charter revenues		$		695		$		-		$		50,278	$			-	$			50,973
Time charter revenues				93,674				-				6,726				34,762				130,162
Total Revenues		$		94,369		$		-		$		57,004	$			34,762	$			186,135

Trade Accounts Receivable & Contract Liabilities

	December 31, 2017		December 31, 2018
Trade Accounts Receivable, net of allowance for doubtful receivables	$	14,526	$	13,713
Deferred Contract Costs (Note 5)		-		496
Deferred Revenue	$	865	$	1,776

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Interest and Finance Costs (Tables)

12 Months Ended

Dec. 31, 2018

Interest and Finance Costs [Abstract]

Interest and Finance Costs

	Year ended December 31,
	2016		2017		2018
Interest incurred on long-term debt	$	6,164	$	1,499	$	15,771
Interest, amortization and write off of financing fees on loan from affiliate and related party		1,563		15,239		2,934
Amortization and write-off of financing fees and other fees		572		387		2,247
Commissions, commitment fees and other financial expenses and related party		558		778		911
Capitalized interest and finance costs		-		(3,196)		(84)
Total	$	8,857	$	14,707	$	21,779

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Segment information (Tables)

12 Months Ended

Dec. 31, 2018

Segment information

Reporting Information by Segment

		Drybulk segment												Offshore support segment												Tanker segment												Gas Carrier segment								Other							Total
				2016				2017				2018				2016				2017				2018				2016				2017				2018				2017				2018				2017				2018		2016				2017				2018
Revenues		$		30,777		$		65,723		$		94,369		$		21,157		$		3,819		$		-		$		-		$		20,858		$		57,004		$		10,316		$		34,762		$		-		$		-	$	51,934		$		100,716		$		186,135
Vessels’ operating expenses				(32,512)				(40,026)				(44,550)				(14,924)				(5,659)				(836)				(7)				(8,830)				(12,698)				(5,745)				(10,307)				-				-		(47,443)				(60,260)				(68,391)
Depreciation				-				(7,326)				(12,091)				(3,466)				(950)				(852)				-				(4,652)				(8,772)				(2,038)				(4,166)				-				-		(3,466)				(14,966)				(25,881)
Goodwill impairment				-				-				-				(7,002)				-				-				-				-				-				-				-				-				-		(7,002)				-				-
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other				(35,470)				4,425				26,940				(70,873)				(300)				(9,465)				-				-				(291)				-				(7,561)				-				-		(106,343)				4,125				9,623
General and administrative expenses				(29,822)				(19,095)				(15,896)				(9,849)				(7,677)				(5,105)				(37)				(2,384)				(3,838)				(1,816)				(3,475)				-				-		(39,708)				(30,972)				(28,314)
Gain/(loss) on interest rate swaps			(917)				-				-				-				-				-				514				-				-				-				-				-				-			403			-				-
Gain on debt restructuring			10,477				-				-				-				-				-				-				-				-				-				-				-				-			10,477			-				-
Income taxes			-				(56)				-				(38)				(20)				(6)				-				-				-				(76)				-				-				-			(38)			(152)				(6)
Net income/(loss)			(69,966)				(23,676)				33,389				(86,553)				(13,322)				(16,991)				(713)				(4,492)				4,577				(1,054)				805				-				-			(198,686)			(42,544)				21,780
Interest and finance cost			(8,706)				(13,476)				(9,607)				(93)				(24)				(2)				(58)				(4)				(4,857)				(1,203)				(7,313)				-				-			(8,857)			(14,707)				(21,779)
Interest income			66				1,310				2,501				13				25				3				2				-				63				30				266				-				-			81			1,365				2,833
Change in fair value of derivatives (gain)/loss			(1,957)				-				-				-				-				-				(236)				-				-				-				-				-				-			(2,193)			-				-
Total assets	$		162,532		$		348,657		$		663,235		$		31,191		$		26,871		$		17,771		$		7		$		202,543		$		296,256		$		322,854		$		43		$		34,000		$		34,000		$	193,730	$		934,925		$		1,011,305

Revenue per Country

	Year ended December 31,
Country			2016		2017		2018
Brazil			19,312		5,018		-
Europe			1,800		-		-
Total revenues		$	21,112	$	5,018	$	-

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Earnings/(Losses) per share (Tables)

12 Months Ended

Dec. 31, 2018

Earnings/(Losses) per share [Abstract]

Earnings/(Losses) per share:

	Year ended December 31,
	2016					2017						2018
	Loss (numerator)		Weighted- average number of outstanding shares (denominator)	Amount per share		Loss (numerator)		Weighted- average number of outstanding share (denominator)		Amount per share		Earnings (numerator)		Weighted- average number of outstanding shares (denominator)	Amount per share
Net income/ (loss)	$	(198,686)	-	$	-	$	(42,544)		-	$	-	$	21,780	-	$	-
Plus: Contribution from Series D Preferred Stock		-	-		-		2,805		-		-		-	-		-
-Less: Convertible Preferred stock dividends		(7,695)	-		-		-		-		-		-	-		-
Basic EPS/ LPS
Income/Loss available to common stockholders	$	(206,381)	453	$	(455,587.20)	$	(39,739)		35,225,784	$	(1.13)	$	21,780	98,113,545	$	0.22
Dilutive effect of securities
Diluted EPS/ LPS
Income/Loss available to common stockholders	$	(206,381)	453	$	(455,587.20)	$	(39,739)		35,225,784	$	(1.13)	$	21,780	98,113,545	$	0.22

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Basis of Presentation and General Information - Consolidated Balance Sheets - Adoption of new revenue and lease guidance (Table) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Assets:
Trade accounts receivable, net of allowance for doubtful receivables	$ 13,713	$ 14,526
Other current assets (includes deferred contract costs)	13,758	12,279
Liabilities:
Accrued liabilities	3,387	4,758
Deferred Revenue	1,776	865
Stockholders' Equity
Accumulated deficit	$ (3,345,021)	(3,360,090)
Cumulative effect from adopting the new accounting standards
Assets:
Trade accounts receivable, net of allowance for doubtful receivables		13,176
Other current assets (includes deferred contract costs)		12,699
Liabilities:
Accrued liabilities		4,671
Deferred Revenue		1,733
Stockholders' Equity
Accumulated deficit		(3,361,801)
Cumulative effect from adopting ASC 606
Assets:
Trade accounts receivable, net of allowance for doubtful receivables		(1,350)
Other current assets (includes deferred contract costs)		235
Liabilities:
Accrued liabilities		(87)
Stockholders' Equity
Accumulated deficit		(1,028)
Cumulative effect from adopting ASC 842
Assets:
Other current assets (includes deferred contract costs)		185
Liabilities:
Deferred Revenue		868
Stockholders' Equity
Accumulated deficit		$ (683)

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Basis of Presentation and General Information (Table) (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2016
Customer A - Offshore support segment
Product Information [Line Items]
Concentration Risk, Percentage		37.00%
Customer B - Tanker & Gas carrier segments
Product Information [Line Items]
Concentration Risk, Percentage	13.50%

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Basis of Presentation and General Information (Details)	1 Months Ended	3 Months Ended	4 Months Ended	6 Months Ended	7 Months Ended
	Jan. 23, 2017	Apr. 11, 2017	May 11, 2017	Jun. 22, 2017	Jul. 21, 2017	Aug. 29, 2017
Stockholders' Equity, Reverse Stock Split	1-for-8 reverse stock split of the Company's common shares, with which four fractional shares were cashed out	1-for-4 reverse stock split of the Company's common shares, with which two fractional shares were cashed out	1-for-7 reverse stock split of the Company's common shares, with which three fractional shares were cashed out	1-for-5 reverse stock split of the Company's common shares, with which two fractional shares were cashed out	1-for-7 reverse stock split of the Company's common shares, with which two fractional shares were cashed out
Heidmar Holdings LLC
Ownership interest						49.00%

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Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Aug. 29, 2017	Apr. 04, 2016	Dec. 31, 2015
Schedule of Equity Method Investments [Line Items]
Capitalized interest and finance costs	$ 84,000	$ 3,196,000	$ 0
Gain due to foreign currency differences	$ (197,000)	335,000	745,000
Depreciation method	straight-line
Fleet Utilization Assumption	99.00%
Decrease of Fleet utilization	1.50%
Estimated residual value of vessels per lightweight ton	$ 250
Amortization and write off of financing costs	$ 2,247,000	387,000	572,000
Number of Reportable Segments	4
Working capital surplus/ (deficit)	$ 142,316,000
Cash and cash equivalents including restricted cash	156,881,000	30,226,000	76,774,000			$ 15,026,000
Voyage revenues	186,135,000	100,716,000	51,934,000
Voyage expenses	31,676,000	19,704,000	9,209,000
Trade accounts receivable	13,713,000	14,526,000
Accrued liabilities	3,387,000	4,758,000
Net income/(loss)	$ 21,780,000	$ (42,544,000)	$ (198,686,000)
Earnings per share basic and diluted	$ 0.22	$ (1.13)	$ (455,587.2)
Total equity	$ 637,729,000	$ 707,036,000	$ 49,774,000			$ 121,412,000
Reported as, prior of the application of ASC 606
Schedule of Equity Method Investments [Line Items]
Voyage revenues	185,514,000
Voyage expenses	31,746,000
Trade accounts receivable	14,440,000
Accrued liabilities	3,428,000
Net income/(loss)	$ 21,089,000
Earnings per share basic and diluted	$ 0.21
Total equity	$ 637,038,000
Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest				49.00%
Ocean Rig
Schedule of Equity Method Investments [Line Items]
Ownership interest					40.40%
Drybulk and Tanker Carrier Vessels
Schedule of Equity Method Investments [Line Items]
Useful life	25 years
Offshore Support Vessels
Schedule of Equity Method Investments [Line Items]
Useful life	30 years
Very Large Gas Carriers (VLGCs)
Schedule of Equity Method Investments [Line Items]
Useful life	35 years

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Cash and Cash Equivalents and Restricted Cash (Table) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Cash and Cash equivalents and restricted cash [Abstract]
Cash and cash equivalents	$ 141,851	$ 14,490	$ 76,414
Restricted cash	20	726	350
Restricted cash, non-current	15,010	15,010	10
Total	$ 156,881	$ 30,226	$ 76,774	$ 15,026

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Transactions with Related Parties - Balance Sheet (Table) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Due from related parties (current)	$ 27,864	$ 16,914
Due to related parties (current)	(5,796)	(72)
Due to related parties (non-current)	(66,690)	(71,631)
Advances for vessels under construction and related costs	0	31,898
Vessels, net	755,332	749,088
Accrued liabilities	(3,387)	(4,758)
Related parties
Due from related parties (current)	27,864	16,914
Due to related parties (current)	(5,796)	(72)
Due to related parties (non-current)	(66,690)	(71,631)
Advances for vessels under construction and related costs	0	1,004
Vessels, net	170,871	0
Accrued liabilities	$ (304)	$ (350)

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Transactions with Related Parties - Statement of Operations (Tables) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Voyage expenses	$ (31,676)	$ (19,704)	$ (9,209)
Depreciation	(25,881)	(14,966)	(3,466)
General and administrative expenses	(28,314)	(30,972)	(39,708)
Interest and finance costs	(2,934)	(15,239)	(1,563)
Loss on Private Placement	0	(7,600)	0
Related parties
Time charter	9,168	3,988	1,800
Voyage expenses	(3,743)	(1,526)	(390)
Depreciation	(629)	0	0
General and administrative expenses	(22,986)	(23,850)	(32,397)
Commissions for assets sold	(3,568)	(85)	(886)
Loss from sale of vessel owning companies, net of commissions	0	0	(22,318)
Interest and finance costs	(2,924)	(13,070)	(1,789)
Loss on Private Placement	$ 0	$ (7,600)	$ 0

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Transactions with Related Parties - TMS Bulkers Ltd - TMS Offshore Services Ltd - TMS Tankers Ltd - TMS Cardiff Gas Ltd - TMS Dry Ltd (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 EUR (€)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Termination cost	$ 0		$ 0
Management Agreement
Management agreement term	5 years	5 years
Termination cost	$ 50,000,000
Contract termination or Change of Control
Management fee extra period	3 months	3 months
Change of control | Minimum
Termination payment period of fees	36 months	36 months
Change of control | Maximum
Termination payment period of fees	48 months	48 months
Tms Managers | New TMS Agreement
Construction supervisory fee	10.00%	10.00%
Extra superintendents fee per day	$ 572	€ 500
Commissions on charter hire agreements	1.25%	1.25%
Commission on purchase or sale price of vessels	1.00%	1.00%
Performance Bonus				$ 6,000,000
Setup Fee				$ 2,000,000
Financing and advisory commission	0.50%	0.50%
Consultancy agreement terms in year	10 years	10 years
Tms Managers | New TMS Agreement | Minimum
Annual management fee adjustment	3.00%	3.00%
Number of vessels acquired	20	20
Tms Managers | New TMS Agreement | Maximum
Annual management fee adjustment	5.00%	5.00%
Performance fees	$ 20,000,000
Tms Managers | New TMS Agreement | Up to 20 vessels
Management fixed fee per vessel per day	$ 1,643
Reduction in Management Fees	33.00%	33.00%
Tms Managers | New TMS Agreement | Above 20 vessels
Management fixed fee per vessel per day	$ 1,500

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Transactions with Related Parties - Economou and Other (Details) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2018 USD ($) shares	Nov. 27, 2018 USD ($)	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($)	Nov. 19, 2018 USD ($)	May 15, 2017 USD ($)	Apr. 06, 2017 USD ($)	Apr. 03, 2017	Mar. 10, 2017 USD ($)	Jan. 19, 2017 USD ($)	Jan. 12, 2017
Common stock shares outstanding | shares	87,232,028		87,232,028	104,274,708
Finance lease liability	$ 71,964		$ 71,964			$ 171,500
Advance payment of finance lease	$ 99,875
Revenues			$ 186,135	$ 100,716	$ 51,934
Anderida VLGC
Time charter agreement duration			5 years
Aisling VLGC
Time charter agreement duration			5 years
Mont Fort VLGC
Time charter agreement duration			10 years
Mont Gele VLGC
Time charter agreement duration			10 years
Suezmax newbuilding vessel Samsara
Purchase price							$ 64,000
Time charter agreement duration			5 years
Conquistador, Pink Sands and Xanadu | Bareboat charterhire agreement
Finance lease liability		$ 71,625				$ 171,500
Payment terms			quarterly installments
Advance payment of finance lease		$ 99,875
Finance lease payment terms			4,91% - LIBOR plus margin
Number of finance leases	3		3
Chairman and CEO
Common stock shares outstanding | shares	72,421,515		72,421,515
Percentage Of Shareholder	83.40%		83.40%
Cardiff LNG Ships Ltd.
Percentage Of Shareholder									100.00%
Cardiff LPG Ships Ltd.
Percentage Of Shareholder									100.00%
LPG Option Agreement | Very Large Gas Carriers (VLGCs)
Number of options for purchase of vessels												4
LPG Option Agreement | Anderida VLGC
Number of vessels											1
Purchase price											$ 83,500
LPG Option Agreement | Aisling VLGC
Number of vessels										1
Purchase price										$ 83,500
LPG Option Agreement | Mont Fort VLGC
Number of vessels								1
Purchase price								$ 83,500
LPG Option Agreement | Mont Gele VLGC
Number of vessels								1
Purchase price								$ 83,500
Three employment agreements
Revenues			$ 1,727
Period of termination notice			60 days

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Transactions with Related Parties - Cardiff, Fabiana, Basset and Vivid (Details) - USD ($) $ in Thousands	12 Months Ended		24 Months Ended	47 Months Ended	48 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2016
Termination cost	$ 0	$ 0
Cardiff Tankers Inc. and Cardiff Gas Ltd
Chartering commission	1.25%
Fabiana Services S.A. | Consultancy Agreement commencing on February 3, 2013
Termination cost				$ 0
Basset Holdings Inc. | Consultancy Agreement Effective 1 January 2015 between Company and Basset Holdings | Renewal
Termination cost			$ 0
Vivid Finance Limited | Consultancy Agreement Effective January 1, 2013 between Company and Vivid
Termination cost					$ 0

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Transactions with Related Parties - Ocean Rig (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Apr. 05, 2016	Mar. 29, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash consideration from sale			$ 0	$ 0	$ 49,911
Offshore support vessels Crescendo and Jubilee
Time Charter Agreement Duration		60 days
Ocean Rig
Cash consideration from sale	$ 49,911

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Transactions with Related Parties - Private Placement - Rights Offering (Details) - USD ($) $ / shares in Units, $ in Thousands	8 Months Ended		9 Months Ended	12 Months Ended
	Aug. 31, 2017	Aug. 29, 2017	Oct. 04, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Related Party Transaction [Line Items]
Proceeds From Issuance Of Common Stock				$ 0	$ 568,883	$ 123,810
Amount converted						8,750
Loss on Private Placement				$ 0	(7,600)	$ 0
Stockholders' Contribution					2,805
Series D Convertible Preferred Stock
Related Party Transaction [Line Items]
Preferred Stock, Voting Rights				100.000 votes
Private Placement
Related Party Transaction [Line Items]
Price per share		$ 2.75
Proceeds From Issuance Of Common Stock		$ 100,000
Number of shares issued		36,363,636
Loss on Private Placement					$ (7,600)
Share price					$ 2.05
Rights Offering
Related Party Transaction [Line Items]
Price per share	$ 2.75
Aggregate consideration	$ 100,000
Backstop Agreement
Related Party Transaction [Line Items]
Price per share			$ 2.75
Number of shares issued			36,363,636
SPII Holdings Inc. | Private Placement
Related Party Transaction [Line Items]
Number of shares issued		12,000,000
Sierra Investments Inc. | Private Placement
Related Party Transaction [Line Items]
Number of shares issued		9,818,182
Sierra Investments Inc. | Private Placement | Revolving Facility
Related Party Transaction [Line Items]
Amount converted		$ 27,000
Sierra Investments Inc. | Backstop Agreement
Related Party Transaction [Line Items]
Number of shares issued			36,057,876
Sierra Investments Inc. | Backstop Agreement | Revolving Facility
Related Party Transaction [Line Items]
Amount converted			$ 99,159
Mountain Investments Inc. | Private Placement
Related Party Transaction [Line Items]
Number of shares issued		14,545,454
Sifnos Shareholders Inc. | Series D Convertible Preferred Stock
Related Party Transaction [Line Items]
Stockholders' Contribution		$ 2,805
Heidmar Holdings LLC | Private Placement | Shipping Pool Investors Inc.
Related Party Transaction [Line Items]
Ownership percentage		49.00%
Shipping Pool Investors Inc. | Private Placement | Dryships Inc.
Related Party Transaction [Line Items]
Ownership percentage		100.00%

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Transactions with Related Parties - Sifnos Shareholders Inc. (Details) $ in Thousands	1 Months Ended		2 Months Ended	3 Months Ended			8 Months Ended		9 Months Ended		10 Months Ended	12 Months Ended
	Feb. 01, 2018 USD ($)	Jan. 19, 2017 USD ($)	Mar. 10, 2017 USD ($)	Apr. 05, 2016 USD ($)	Mar. 29, 2016 USD ($)	Mar. 24, 2016 USD ($) shares	Aug. 29, 2017 USD ($) shares	Sep. 13, 2016 USD ($) shares	Oct. 04, 2017 USD ($) shares	Sep. 21, 2016 USD ($)	Oct. 31, 2016 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 30, 2015 USD ($) shares	Dec. 22, 2015 USD ($)	Apr. 06, 2017	Dec. 15, 2016 USD ($)	Nov. 30, 2016 USD ($)
Amount converted														$ 8,750
Deferred finance costs												$ 2,193	$ 2,378
Line of Credit Facility, Increase (Decrease), Net												404,480
Proceeds from Sale of Equity Method Investments												0	0	49,911
Repayments Of Debt												238,653	18,780	$ 119,758
Outstanding balance												$ 292,276	$ 147,716
Weighted Average Interest Rate												4.60%	3.37%	3.15%
Repurchase of shares												$ 85,378
Amalfi, Galveston and Samatan
Amount tranferred to the new owners											$ 58,619
Anderida VLGC | LPG Option Agreement
Number of vessels		1
Aisling VLGC | LPG Option Agreement
Number of vessels			1
Mont Fort VLGC | LPG Option Agreement
Number of vessels																	1
Mont Gele VLGC | LPG Option Agreement
Number of vessels																	1
Ocean Rig
Proceeds from Sale of Equity Method Investments				$ 49,911
Private Placement
Number of shares issued | shares							36,363,636
Backstop Agreement
Number of shares issued | shares									36,363,636
Series D Preferred Stock
Preferred Stock, Voting Rights												100.000 votes
New Revolving Facility | Anderida VLGC | LPG Option Agreement
Amount drawn down		$ 21,850
New Revolving Facility | Aisling VLGC | LPG Option Agreement
Amount drawn down			$ 21,850
Sifnos Shareholders Inc.
Repurchase of shares						$ 8,750
Sifnos Shareholders Inc. | Two Syndicated Loans
Outstanding balance																			$ 85,066
Sifnos Shareholders Inc. | Series B Preferred Stock
Number of shares exchanged and cancelled | shares						8
Sifnos Shareholders Inc. | Series B Preferred Stock | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits
Number of shares exchanged and cancelled | shares						8,333
Sifnos Shareholders Inc. | Revolving Credit Facility
Principal amount						$ 70,000					75,000	$ 60,000
Loan's tenor												3 years
Amount converted						8,750		$ 8,750			7,500				$ 10,000
First priority mortage												One Panamax dry-bulk carrier
Amount drawn down					$ 28,000					$ 7,825						$ 30,000
Line of credit facility amount outstanding											69,444
Line of Credit Facility, Increase (Decrease), Net						$ 10,000					$ 5,000
Repayments Of Debt				$ 45,000
Variable rate basis												LIBOR
Spread on variable rate												4.00%
Cash prepayment																		$ 33,510
Sifnos Shareholders Inc. | Revolving Credit Facility | Preferred stock
Number of preferred shares converted | shares						29
Preferred Stock, Voting Rights												voting power of 5:1
Preferred Stock converted into Common Stock, Conversion Basis												On a 1:1 basis within 3 months
Sifnos Shareholders Inc. | Revolving Credit Facility | Preferred stock | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits
Number of preferred shares converted | shares						29,166
Sifnos Shareholders Inc. | Revolving Credit Facility | Maximum
Loan To Value Ratio				40.00%
Sifnos Shareholders Inc. | Revolving Credit Facility | Series B Preferred Stock
Number of preferred shares converted | shares															8
Preferred Stock, Voting Rights												5 votes
Preferred Stock converted into Common Stock, Conversion Basis												On a one to one basis within three months
Sifnos Shareholders Inc. | Revolving Credit Facility | Series B Preferred Stock | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits
Number of preferred shares converted | shares															8,333
Sifnos Shareholders Inc. | Revolving Credit Facility | Series D Preferred Stock
Number of preferred shares converted | shares								29
Sifnos Shareholders Inc. | Revolving Credit Facility | Series D Preferred Stock | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits
Number of preferred shares converted | shares								29,166
Sifnos Shareholders Inc. | New Revolving Facility
Principal amount												$ 200,000
Loan's tenor												3 years
Line of credit facility amount outstanding												$ 121,000
Variable rate basis												LIBOR
Spread on variable rate												5.50%
Debt Instrument Fee												2.0%
Increase in collateral base												30.00%
Commitment fee												1.00%
Sifnos Shareholders Inc. | Revolving Credit Facilities
Line of credit facility amount outstanding													$ 73,841
Deferred finance costs													$ 2,210
Repayments Of Debt	$ 73,841
Weighted Average Interest Rate												6.05%	8.08%
Available undrawn amount													$ 0
Sierra Investments Inc. | Private Placement
Number of shares issued | shares							9,818,182
Sierra Investments Inc. | Backstop Agreement
Number of shares issued | shares									36,057,876
Sierra Investments Inc. | Revolving Facility
Loan's tenor												5 years
Line of credit facility amount outstanding												$ 200,000
Variable rate basis												LIBOR
Spread on variable rate												6.50%
Debt Instrument Fee												1.0%
Increase in collateral base												30.00%
Sierra Investments Inc. | Revolving Facility | Private Placement
Amount converted							$ 27,000
Sierra Investments Inc. | Revolving Facility | Backstop Agreement
Amount converted									$ 99,159
Sierra Investments Inc. | Loan Facility Agreement
Loan's tenor												5 years
Line of credit facility amount outstanding												$ 73,841
Variable rate basis												LIBOR
Spread on variable rate												4.50%
Debt instrument covenant description												Fair market values of mortgaged vessels should be at least 200% of the Loan Facility Agreement outstanding amount

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Other Current Assets (Tables) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Other Current assets [Abstract]
Inventories	$ 10,907	$ 7,790
Insurance claims (Note 16)	1,856	3,044
Deferred contract costs (Note 17)	496	0
Other	499	1,445
Other current assets	$ 13,758	$ 12,279

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Advances for Vessels under Construction and related costs (Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Balance at beginning of year	$ 31,898
Balance at end of year	0	$ 31,898
Advances for vessels under construction and acquisitions
Balance at beginning of year	31,898	0
Advances for vessels under construction and related costs	45,198	265,565
Vessels delivered	(77,096)	(233,667)
Balance at end of year	$ 0	$ 31,898

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Advances for Vessels under Construction and related costs (Details) $ in Thousands		1 Months Ended	2 Months Ended	3 Months Ended	12 Months Ended
	Jan. 04, 2018 USD ($)	Jan. 19, 2017 USD ($)	Mar. 10, 2017 USD ($)	Apr. 06, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Accounting for transactions under common control						$ 29,001	$ 195
Payment of purchase price					$ 161,503	653,344	0
Interest Costs Capitalized					$ 84	3,196	$ 0
Anderida VLGC
Date of charter agreement					Jun. 29, 2017
Time Charter Agreement Duration					5 years
Maximum extension of time charter duration					3 years
Anderida VLGC | LPG Option Agreement
Number of vessels		1
Purchase price		$ 83,500
Accounting for transactions under common control		6,500
Delivery Date					Jun. 28, 2017
Payment of purchase price		61,650
Anderida VLGC | LPG Option Agreement | Secured credit facility dated June 22, 2017
Amount drawn down		37,500
Anderida VLGC | LPG Option Agreement | New Revolving Facility
Amount drawn down		$ 21,850
Aisling VLGC
Date of charter agreement					Sep. 12, 2017
Time Charter Agreement Duration					5 years
Maximum extension of time charter duration					3 years
Aisling VLGC | LPG Option Agreement
Number of vessels			1
Purchase price			$ 83,500
Accounting for transactions under common control			6,500
Delivery Date					Sep. 07, 2017
Payment of purchase price			61,650
Aisling VLGC | LPG Option Agreement | Secured credit facility dated June 22, 2017
Amount drawn down			37,500
Aisling VLGC | LPG Option Agreement | New Revolving Facility
Amount drawn down			$ 21,850
Mont Fort VLGC
Date of charter agreement					Nov. 05, 2017
Time Charter Agreement Duration					10 years
Disposal date					Oct. 30, 2018
Mont Fort VLGC | LPG Option Agreement
Number of vessels				1
Purchase price				$ 83,500
Delivery Date					Oct. 31, 2017
Mont Gele VLGC
Date of charter agreement					Jan. 11, 2018
Time Charter Agreement Duration					10 years
Disposal date					Oct. 15, 2018
Mont Gele VLGC | LPG Option Agreement
Number of vessels				1
Purchase price				$ 83,500
Delivery Date					Jan. 04, 2018
Payment of purchase price	$ 44,869
Mont Fort and Mont Gele | LPG Option Agreement
Accounting for transactions under common control				16,001
Payment of purchase price				120,300
Mont Fort and Mont Gele | LPG Option Agreement | Secured credit facility dated June 22, 2017
Amount drawn down	$ 37,500			75,000
Mont Fort and Mont Gele | LPG Option Agreement | New Revolving Facility
Amount drawn down				$ 46,700
Advances for vessels under construction and related costs
Capitalized expenses					$ 0	428
Interest Costs Capitalized					$ 0	$ 770
Anderida and Aisling VLGCs
Disposal date					Nov. 05, 2018

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Vessels, net - Vessels (Tables) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Balance, at the beginning of period	$ 749,088
Balance, at the end of period	755,332	$ 749,088
Cost | Vessels
Balance, at the beginning of period	763,950	95,550
Additions	199,243	672,300
Right-of-use assets	171,500
Impairment loss	(24,774)
Vessels sold	(322,905)	(3,900)
Balance, at the end of period	787,014	763,950
Accumulated Depreciation | Vessels
Balance, at the beginning of period	(14,862)	0
Depreciation	(25,881)	(14,966)
Impairment loss	7,739
Vessels sold	1,322	104
Balance, at the end of period	(31,682)	(14,862)
Net Book Value | Vessels
Balance, at the beginning of period	749,088	95,550
Additions	199,243	672,300
Right-of-use assets	171,500
Depreciation	(25,881)	(14,966)
Impairment loss	(17,035)
Vessels sold	(321,583)	(3,796)
Balance, at the end of period	$ 755,332	$ 749,088

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Vessels, net - Additional Information - Year 2016 (Details) $ in Thousands	3 Months Ended		9 Months Ended		10 Months Ended	12 Months Ended
	Mar. 30, 2016 USD ($)	Mar. 24, 2016 USD ($)	Sep. 30, 2016 USD ($)	Sep. 16, 2016 USD ($)	Oct. 31, 2016 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Oct. 26, 2016 USD ($)	Oct. 18, 2016 USD ($)	Oct. 05, 2016 USD ($)	Sep. 27, 2016 USD ($)	Aug. 22, 2016 USD ($)
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ 9,623	$ 4,125	$ (106,343)
Debt assumed						59,262	79,000
Accounting for transactions under common control						$ 350	440
Secured Credit Facility at February 14, 2012
Cash prepayment	$ 15,000
Rangiroa, Negonego and Fakarava
Number of vessels								3
Vessels total sale price		$ 70,000
Disposal date						Mar. 31, 2016
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other								$ (23,018)
Amount tranferred to the new owners	$ 12,060
Rangiroa, Negonego and Fakarava | Beneficially Owned Companies
Debt assumed		$ 102,070
Coronado Panamax vessel
Vessels total sale price													$ 4,250
Disposal date						Sep. 09, 2016
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other								1,084
Oregon Panamax vessel
Vessels total sale price				$ 4,675
Disposal date						Sep. 21, 2016
Amount tranferred to the new owners				$ 7,825
Accounting for transactions under common control								281
Ocean Crystal Panamax vessel
Vessels total sale price												$ 3,720
Disposal date						Nov. 07, 2016
Sonoma Panamax vessel
Vessels total sale price											$ 3,950
Disposal date						Nov. 15, 2016
Sorrento Panamax vessel
Vessels total sale price										$ 6,700
Disposal date						Nov. 22, 2016
Ocean Crystal, Sonoma and Sorreto Panamax vessels
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other			$ 3,020					(641)
Amalfi, Galveston and Samatan
Vessels total sale price									$ 15,000
Disposal date						Oct. 31, 2016
Amount tranferred to the new owners					$ 58,619
Accounting for transactions under common control								(476)
Vessels held for sale
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other								$ (18,266)
Drybulk Carrier Vessels
Number of vessels								13
Gain on reclassification of vessels								$ 1,851
Offshore Support Vessels
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other								$ (65,712)

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Vessels, net - Additional Information - Year 2017 (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Apr. 02, 2018 USD ($)	Dec. 19, 2017 USD ($)	May 15, 2017 USD ($)	Apr. 27, 2017 USD ($)	Apr. 12, 2017 USD ($)	Mar. 31, 2017 USD ($)	Mar. 24, 2017 USD ($)	Mar. 01, 2017 USD ($)	Feb. 14, 2017 USD ($)	Feb. 10, 2017 USD ($)
Accounting for transactions under common control	$ 350	$ 440
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other	$ 9,623	4,125	$ (106,343)
Aframax tanker under construction Balla
Purchase price													$ 44,500
Delivery date	Apr. 27, 2017
Second hand Very Large Crude Carrier Shiraga
Purchase price												$ 57,000
Delivery date	Jun. 09, 2017
Second hand Aframax Tanker Stamos
Purchase price											$ 29,000
Delivery date	May 15, 2017
Marini, Morandi, Bacon and Judd
Purchase price										$ 120,540
Number of vessels										4
Second-hand Newcastle drybulk vessel Marini
Delivery date	May 02, 2017
Second-hand Newcastle drybulk vessel Morandi
Delivery date	Jul. 05, 2017
Second-hand Newcastle drybulk vessel Bacon
Delivery date	Jul. 06, 2017
Fair value of below market acquired time charters		0
Second-hand Newcastle drybulk vessel Judd
Delivery date	Jul. 13, 2017
Fair value of below market acquired time charters		516
Kelly, Matisse and Valadon drybulk vessels
Purchase price									$ 71,000
Number of vessels									3
Kamsarmax Drybulk secondhand vessel Valadon
Delivery date	May 17, 2017
Kamsarmax Drybulk secondhand vessel Matisse
Delivery date	Jun. 01, 2017
Kamsarmax Drybulk vessel Kelly
Purchase price				$ 26,218
Delivery date	Jun. 14, 2017
Secondhand Kamsarmax drybulk carrier Nasaka
Purchase price								$ 22,000
Delivery date	May 10, 2017
Second hand Kamsarmax drybulk vessel Castellani
Purchase price							$ 23,500
Delivery date	Jun. 06, 2017
Suezmax newbuilding vessel Samsara
Purchase price						$ 64,000
Delivery date	May 19, 2017
Accounting for transactions under common control		440
Date of charter agreement	May 24, 2017
Time charter agreement duration	5 years
Panamax vessel Ecola
Purchase price					$ 8,500
Delivery date	Dec. 29, 2017
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other		$ 4,425

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Vessels, net - Additional Information - Year 2018 (Details)	1 Months Ended	5 Months Ended	9 Months Ended	11 Months Ended		12 Months Ended
	Dec. 31, 2018 USD ($)	May 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Nov. 27, 2018 USD ($)	Nov. 19, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Aug. 02, 2018 USD ($)	Jul. 04, 2018 USD ($)	Jun. 27, 2018 USD ($)	Apr. 27, 2018 USD ($)
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ 9,623,000	$ 4,125,000	$ (106,343,000)
Debt assumed						59,262,000	79,000,000
Accounting for transactions under common control						350,000	440,000
Amount used for repayment of debt						238,653,000	18,780,000	119,758,000
Carrying amount	$ 755,332,000					755,332,000	749,088,000
Finance lease liability	71,964,000				$ 171,500,000	71,964,000
Advance payment of finance lease	$ 99,875,000
Interest costs capitalized						84,000	3,196,000	0
Pretax net income						21,786,000	(42,392,000)	$ (157,194,000)
Vessels, net
Capitalized expenses						245,000	8,834,000
Interest costs capitalized						$ 84,000	2,426,000
2001 built Panamax drybulk carrier, Maganari
Vessels total sale price												$ 9,700,000
Disposal date						May 24, 2018
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ 5,109,000
Panamax drybulk carriers Bargara, Redondo, Mendocino and Marbella
Vessels total sale price											$ 35,568,000
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ 18,192,000
Number of vessels											4
Panamax drybulk carrier Redondo
Disposal date						Jul. 18, 2018
Panamax drybulk carrier Marbella
Disposal date						Jul. 24, 2018
Panamax drybulk carrier Bargara
Disposal date						Aug. 14, 2018
Panamax drybulk carrier Mendocino
Disposal date						Aug. 20, 2018
VLGCs
Vessels total sale price										$ 304,000,000
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ (282,000)
Number of vessels										4
Vessels held for sale - Impairment loss			$ (7,279,000)
Pretax net income						1,355,000	$ 201,000
Daily fixed compensation						$ 15,000
Mont Gele VLGC
Disposal date						Oct. 15, 2018
Date of charter agreement						Jan. 11, 2018
Mont Fort VLGC
Disposal date						Oct. 30, 2018
Date of charter agreement						Nov. 05, 2017
Anderida and Aisling VLGCs
Disposal date						Nov. 05, 2018
2001 built Panamax drybulk carrier, Capitola
Vessels total sale price									$ 7,580,000
Disposal date						Aug. 17, 2018
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ 3,639,000
Newcastlemax drybulk carrier Huahine
Delivery date						Jun. 01, 2018
Purchase price		$ 38,500,000
Suezmax vessel Marfa
Delivery date						Jun. 08, 2018
Purchase price		$ 55,333,000
Huahine and Marfa vessels
Number of vessels		2
Debt assumed		$ 50,333,000
Accounting for transactions under common control		1,581,000
Amount used for repayment of debt		$ 43,500,000
Offshore support vessels
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ (9,465,000)
Number of vessels			6
Carrying amount			$ 25,590,000
Aframax tanker vessel Botafogo
Delivery date						Dec. 14, 2018
Purchase price					27,000,000
Debt assumed					8,929,000
Accounting for transactions under common control					1,231,000
Amount used for repayment of debt					18,071,000
Aframax tanker vessel Botafogo | Different accounting policy
Accounting for transactions under common control					964,000
Aframax tanker vessel Botafogo | Excess of carrying amount
Accounting for transactions under common control					267,000
One of the Company's tanker vessel
Number of vessels	1					1
Carrying amount	$ 26,666,000					$ 26,666,000
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other						$ (291,000)
Conquistador, Pink Sands and Xanadu | Bareboat charterhire agreement
Number of finance leases	3					3
Finance lease liability				$ 71,625,000	171,500,000
Advance payment of finance lease				$ 99,875,000
Variable rate basis						4,91% - LIBOR plus margin
Payment terms						quarterly installments
Right-of-use assets					$ 171,500,000
Date of charter agreement						Nov. 19, 2018

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Above market acquired time charter contracts and goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Amortization of fair value of acquired time charters	$ 0	$ 684	$ 4,346
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other	9,623	4,125	(106,343)
Goodwill impairment charge	$ 0	0	(7,002)
Crescendo vessel
Time charter contracts expiration date	Jan. 08, 2017
Jubilee vessel
Time charter contracts expiration date	Apr. 25, 2017
Indigo vessel
Time charter contracts expiration date	Aug. 30, 2017
Colorado vessel
Time charter contracts expiration date	Dec. 27, 2017
Jacaranda vessel
Time charter contracts expiration date	Jul. 03, 2017
Emblem vessel
Time charter contracts expiration date	Jun. 21, 2017
Nautilus
Amortization method of time-chartered contracts	straight-line
Amortization of fair value of acquired time charters		1,200	4,346
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other		$ (300)	(5,161)
Goodwill			7,002
Goodwill impairment charge			$ (7,002)
Nautilus | Offshore Support Vessels
Number of vessels	6

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Other Non-Current Assets (Table) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
OTHER NON-CURRENT ASSETS:
Other non-current assets	$ 4,088	$ 44,869
Total	$ 4,088	$ 44,869

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Other Non-Current Assets (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 04, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Last installement held in escrow		$ 0	$ 44,869	$ 0
Payment of purchase price		$ 161,503	653,344	$ 0
Mont Gele VLGC | LPG Option Agreement
Last installement held in escrow			$ 44,869
Payment of purchase price	$ 44,869
Delivery Date		Jan. 04, 2018
Vessels improvements
Payment of purchase price		$ 4,088

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Investment in an Affiliate (Details) $ in Thousands	3 Months Ended	8 Months Ended	12 Months Ended
	Apr. 05, 2016 USD ($)	Aug. 29, 2017 USD ($) shares	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Apr. 04, 2016	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Schedule of Equity Method Investments [Line Items]
Carrying value of the investment			$ 34,000	$ 34,000
Losses of affiliated company			0	0	$ 41,454
Cash consideration from sale			$ 0	$ 0	49,911
Private Placement
Schedule of Equity Method Investments [Line Items]
Number of shares issued | shares		36,363,636
SPII Holdings Inc. | Private Placement
Schedule of Equity Method Investments [Line Items]
Number of shares issued | shares		12,000,000
Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest		49.00%
Carrying value of the investment		$ 34,000
Significant assumptions | Discount factor due to lack of marketability | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.075
Significant assumptions | Weighted average cost of capital | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.108
Significant assumptions | Long term growth rate | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.032
Significant assumptions | Commission rates | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.029
Significant assumptions | Number of vessels | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			63
Change in fair value measurements | Discount factor due to lack of marketability | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.05
Decrease in fair value			$ 1,856
Change in fair value measurements | Weighted average cost of capital | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.01
Increase in fair value			$ 2,578
Decrease in fair value			$ 1,986
Change in fair value measurements | Long term growth rate | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.01
Increase in fair value			$ 1,907
Decrease in fair value			$ 1,463
Change in fair value measurements | Weighting of market versus income approach | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Weighting rate			10.00%
Increase in fair value			$ 31
Change in fair value measurements | Charter rates | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.1
Decrease in fair value			$ 6,672
Change in fair value measurements | Commission rates | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.005
Increase in fair value			$ 10,917
Decrease in fair value			$ 11,083
Change in fair value measurements | Number of vessels | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Number of vessels under management			One per pool
Increase in fair value			$ 9,010
Decrease in fair value			$ 8,945
Market approach valuation technique | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Weighting rate			20.00%
Market approach valuation technique | Control premium | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Investment in Heidmar, measurement input			0.1
Income approach valuation technique | Heidmar Holdings LLC
Schedule of Equity Method Investments [Line Items]
Weighting rate			80.00%
Dryships Inc. | Shipping Pool Investors Inc. | Private Placement
Schedule of Equity Method Investments [Line Items]
Ownership percentage		100.00%
Shipping Pool Investors Inc. | Heidmar Holdings LLC | Private Placement
Schedule of Equity Method Investments [Line Items]
Ownership percentage		49.00%
Ocean Rig
Schedule of Equity Method Investments [Line Items]
Ownership interest						40.40%
Carrying value of the investment							$ 208,176	$ 91,410
Market value of the investment							$ 45,985	$ 91,410
Losses of affiliated company					41,454
Loss recognized due to impairment					$ 162,191
Cash consideration from sale	$ 49,911
Gain on sale	792
Ocean Rig | Other comprehensive income
Schedule of Equity Method Investments [Line Items]
Gain on sale	$ 343

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Long-term Debt (Table) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 292,276	$ 147,716
Less: Deferred financing costs	(2,193)	(2,378)
Total debt	290,083	145,338
Less: Current portion	(38,795)	(11,635)
Long-term portion	251,288	133,703
Secured financing arrangements | Drybulk Segment
Debt Instrument [Line Items]
Long-term Debt, Gross	91,937
Secured Credit Facilities | Drybulk Segment
Debt Instrument [Line Items]
Long-term Debt, Gross	75,582
Secured Credit Facilities | Tanker Segment
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 124,757
Secured Credit Facilities | Gas Carrier Segment
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 147,716

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Long-term Debt - Loan Movements (Table) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
December 31, 2017	$ 147,716
New debt/ Acquisitions	404,480
50% Set-off price	(95,109)
Repayments	(164,811)
December 31, 2018	$ 292,276
Secured Financing Arrangement
Debt Instrument [Line Items]
Debt agreement date	Apr. 02, 2018
Original Amount	$ 26,218
December 31, 2017	0
New debt/ Acquisitions	26,218
50% Set-off price	(13,109)
Repayments	(439)
December 31, 2018	$ 12,670
Secured Financing Arrangements
Debt Instrument [Line Items]
Debt agreement date	May 04, 2018
Original Amount	$ 164,000
December 31, 2017	0
New debt/ Acquisitions	164,000
50% Set-off price	(82,000)
Repayments	(2,733)
December 31, 2018	$ 79,267
Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement date	Jun. 22, 2017
Original Amount	$ 150,000
December 31, 2017	147,716
New debt/ Acquisitions	0
Repayments	(147,716)
December 31, 2018	$ 0
Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement date	Jan. 24, 2018
Original Amount	$ 90,000
December 31, 2017	0
New debt/ Acquisitions	90,000
Repayments	(6,255)
December 31, 2018	$ 83,745
Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement date	Jan. 29, 2018
Original Amount	$ 35,000
December 31, 2017	0
New debt/ Acquisitions	35,000
Repayments	(2,543)
December 31, 2018	$ 32,457
Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement date	Mar. 08, 2018
Original Amount	$ 30,000
December 31, 2017	0
New debt/ Acquisitions	30,000
Repayments	(1,875)
December 31, 2018	$ 28,125
Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement date	Oct. 13, 2013
Original Amount	$ 30,000
December 31, 2017	0
New debt/ Acquisitions	16,500
Repayments	(1,500)
December 31, 2018	$ 15,000
Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement date	Sep. 01, 2017
Original Amount	$ 35,000
December 31, 2017	0
New debt/ Acquisitions	33,833
Repayments	(1,750)
December 31, 2018	$ 32,083
Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement date	Jan. 20, 2010
Original Amount	$ 30,000
December 31, 2017	0
New debt/ Acquisitions	8,929
Repayments	0
December 31, 2018	$ 8,929

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Long-term Debt - Principal Payments (Tables) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Long-term Debt, by Maturity [Abstract]
Due through December 31, 2019	$ 39,337
Due through December 31, 2020	30,408
Due through December 31, 2021	22,908
Due through December 31, 2022	22,908
Due through December 31, 2023	85,370
Thereafter	91,345
Total principal payments	292,276	$ 147,716
Less: Financing fees	(2,193)	(2,378)
Total debt	$ 290,083	$ 145,338

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Long-term Debt - Secured Credit Facilities (Details) $ in Thousands	1 Months Ended	2 Months Ended		4 Months Ended	7 Months Ended	11 Months Ended	12 Months Ended
	Jan. 26, 2018 USD ($)	Mar. 13, 2018 USD ($)	Mar. 07, 2018 USD ($)	Apr. 24, 2017 USD ($)	Jul. 24, 2018 USD ($)	Nov. 18, 2016 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 14, 2018 USD ($)	Jun. 08, 2018 USD ($)	Jun. 01, 2018 USD ($)
Debt Instrument [Line Items]
Amount used for repayment of debt							$ 238,653	$ 18,780	$ 119,758
Gain on debt restructuring							$ 0	0	10,477
Mont Gele VLGC
Debt Instrument [Line Items]
Disposal Date							Oct. 15, 2018
Mont Fort VLGC
Debt Instrument [Line Items]
Disposal Date							Oct. 30, 2018
Anderida and Aisling VLGCs
Debt Instrument [Line Items]
Disposal Date							Nov. 05, 2018
Secured credit facilities
Debt Instrument [Line Items]
Maturity Date							Mar. 31, 2024
Payment terms							quarterly installments
Variable rate basis							LIBOR
Secured Credit Facility at June 20, 2008
Debt Instrument [Line Items]
Amount used for repayment of debt						$ 8,200
Gain on debt restructuring									8,366
Cash repayment in full								2,000
Secured Credit Facility at March 19, 2012
Debt Instrument [Line Items]
Loan agreements reclassified as current									$ 14,935
Cash repayment in full				$ 15,158
Secured Credit Facility at June 22, 2017
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity							$ 150,000
Line of credit facilities number of installments							24
First priority mortage							VLGCs Anderida, Aisling, Mont Fort and Mont Gele
Amount drawn down								$ 150,000
Cash repayment in full					$ 137,820
Interest rate description							LIBOR
Frequency of payments							quarterly
Secured Credit Facility at January 24, 2018
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity							$ 90,000
Line of credit facilities number of installments							20
First priority mortage							Vessels Shiraga, Samsara, Stamos and Balla
Amount drawn down	$ 90,000
Interest rate description							LIBOR
Frequency of payments							quarterly
Secured Credit Facility at January 29, 2018
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity							$ 35,000
Line of credit facilities number of installments							24
First priority mortage							Vessels Valadon, Matisse and Rapallo
Amount drawn down			$ 35,000
Interest rate description							LIBOR
Frequency of payments							quarterly
Secured Credit Facility at March 8, 2018
Debt Instrument [Line Items]
Line Of Credit Facility Maximum Borrowing Capacity							$ 30,000
Line of credit facilities number of installments							24
First priority mortage							Vessels Judd and Raraka
Amount drawn down		$ 30,000
Interest rate description							LIBOR
Frequency of payments							quarterly
Credit Facility as part of the acquisition of Huahine vessel
Debt Instrument [Line Items]
Line of credit facility amount outstanding												$ 16,500
Line of credit facilities number of installments							6
First priority mortage							Huahine vessel
Interest rate description							LIBOR
Frequency of payments							quarterly
Credit Facility as part of the acquisition of Marfa vessel
Debt Instrument [Line Items]
Line of credit facility amount outstanding											$ 33,833
Line of credit facilities number of installments							22
First priority mortage							Marfa vessel
Interest rate description							LIBOR
Frequency of payments							quarterly
Credit Facility as part of the acquisition of Botafogo vessel
Debt Instrument [Line Items]
Line of credit facility amount outstanding										$ 8,929
Line of credit facilities number of installments							5
First priority mortage							Botafogo vessel
Interest rate description							LIBOR
Frequency of payments							quarterly

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Long-term Debt - Secured Financing Arrangements (Details) - USD ($) $ in Thousands	3 Months Ended	4 Months Ended	12 Months Ended
	Apr. 13, 2018	May 15, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	May 04, 2018	Apr. 02, 2018
Lessee, Lease, Description [Line Items]
Aggregate available undrawn amount			$ 0	$ 0
Weighted Average Interest Rate			4.60%	3.37%	3.15%
Interest expense and debt amortization cost			$ 20,613	$ 17,125	$ 8,299
Kamsarmax drybulk carrier Kelly
Lessee, Lease, Description [Line Items]
Purchase price							$ 26,218
Percentage of the purchase price received as finance lease income							50.00%
Kamsarmax drybulk carrier Kelly | Lease arrangement with a Chinese leasing company
Lessee, Lease, Description [Line Items]
Time charter agreement duration			10 years
Finance lease payment terms			40 quarterly installments
Finance lease interest rate description			LIBOR
Date of charter agreement			Apr. 13, 2018
Financing amount drawn down	$ 13,109
Option to terminate			Options to reacquire the vessel during the bareboat charter period, with the first of such options exercisable on the first anniversary from the vessel's delivery date
Nasaka Morandi Marini Bacon and Castellani vessels
Lessee, Lease, Description [Line Items]
Purchase price						$ 164,000
Percentage of the purchase price received as finance lease income						50.00%
Number of finance leases						5
Nasaka Morandi Marini Bacon and Castellani vessels | Lease arrangement with a Chinese leasing company
Lessee, Lease, Description [Line Items]
Time charter agreement duration			8 years
Finance lease payment terms			32 quarterly installments
Finance lease interest rate description			LIBOR
Date of charter agreement			May 15, 2018
Financing amount drawn down		$ 82,000
Option to terminate			Options to reacquire each vessel during the bareboat charter period, with the first of such options exercisable on the first anniversary from the vessel's delivery date

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Long-term Debt - Covenant Description and Compliance (Details)	12 Months Ended
	Dec. 31, 2018
Debt instrument covenant compliance	As of December 31, 2018, the Company was in compliance with the covenants regarding its secured credit facilities and financing arrangements.
Secured Credit Facility at June 22, 2017
Debt instrument covenant description	Under the Company’s credit facilities and financing arrangements, Mr. Economou must generally continue to beneficially own at least 50% of either (i) the Company’s issued and outstanding share capital or (ii) the Company’s issued and outstanding voting share capital. In addition, the Company’s credit facilities and financing arrangements require the Company and its subsidiaries to satisfy certain financial covenants. Depending on the credit facility or financing arrangement, these financial covenants require to maintain (i) minimum liquidity; (ii) a maximum leverage ratio; (iii) a minimum debt service cover ratio; (iv) a minimum market adjusted net worth; (v) a minimum solvency ratio and (vi) a minimum working capital level. Also, the credit facilities and financing arrangements, require to maintain specified financial ratios, mainly to ensure that the market value of the mortgaged vessels under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below a certain percentage of the outstanding amount of the loan, which is referred as a value maintenance clause or loan-to-value ratio. All of the Company’s credit facilities and financing arrangements also contain cross-acceleration or cross-default provisions that may be triggered by a default under one of the Company’s other credit facilities and financing arrangements. These covenants may limit the ability of certain of the Company’s subsidiaries to, among other things, without the relevant lenders’ or counterparties’ prior consent (i) incur additional indebtedness, (ii) change the flag, class or management of the vessel mortgaged under such facility, (iii) create or permit to exist liens on their assets, (iv) make loans, (v) make investments or capital expenditures, and (vi) undergo a change in ownership or control.

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Finance Lease Liability (Due to Related Parties) (Table) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Nov. 19, 2018
Finance lease liability	$ 71,964	$ 171,500
Less: Current portion	(5,274)
Long-term portion	66,690
Conquistador bareboat charter
Finance lease liability	24,491	56,000
Pink Sands bareboat charter
Finance lease liability	23,511	56,000
Xanadu bareboat charter
Finance lease liability	$ 23,962	$ 59,500

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Finance Lease Liability (Due to Related Parties) - Movement of Finance Lease Liabilities (Table) (Details) $ in Thousands	1 Months Ended
	Dec. 31, 2018 USD ($)
Original amount	$ 171,500
Repayments	(99,875)
Finance lease interest expense	339
December 31, 2018	71,964
Conquistador bareboat charter
Original amount	56,000
Repayments	(31,625)
Finance lease interest expense	116
December 31, 2018	24,491
Pink Sands bareboat charter
Original amount	56,000
Repayments	(32,600)
Finance lease interest expense	111
December 31, 2018	23,511
Xanadu bareboat charter
Original amount	59,500
Repayments	(35,650)
Finance lease interest expense	112
December 31, 2018	$ 23,962

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Finance Lease Liability (Due to Related Parties) (Details) - USD ($) $ in Thousands	1 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2018	Nov. 27, 2018	Dec. 31, 2018	Nov. 19, 2018
Finance lease liability	$ 71,964		$ 71,964	$ 171,500
Advance payment of finance lease	99,875
Finance lease interest expense	$ 339
Bareboat charterhire agreement | Conquistador, Pink Sands and Xanadu
Finance lease liability		$ 71,625		171,500
Payment terms			quarterly installments
Variable rate basis			4,91% - LIBOR plus margin
Discount rate	4.98%		4.98%
Right-of-use assets				$ 171,500
Number of finance leases	3		3
Date of charter agreement			Nov. 19, 2018
Advance payment of finance lease		$ 99,875
Weighted average remaining lease term	9 years 8 months 9 days		9 years 8 months 9 days
Finance lease interest expense	$ 339
Right-of-use assets depreciation expense	$ 629

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Financial Instruments and Fair Value Measurements - Derivatives not Designated as Hedging Instruments (Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Derivative Not Designated as Hedging Instruments
Interest rate swaps	$ 0	$ 0	$ 403
Not Designated as Hedging Instrument
Derivative Not Designated as Hedging Instruments
Total	0	0	403
Gain on interest rate swaps | Not Designated as Hedging Instrument
Derivative Not Designated as Hedging Instruments
Interest rate swaps	$ 0	$ 0	$ 403

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Financial Instruments and Fair Value Measurements - Recurring Measurements (Table) (Details) - On recurring basis $ in Thousands	Dec. 31, 2018 USD ($)
Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1)
Recurring measurements:
Investment in available for sale debt securities	$ 4,961
Total	4,961
Unobservable Inputs (Level 3)
Recurring measurements:
Investment in affiliate - Heidmar (Note 10)	34,000
Total	$ 34,000

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Financial Instruments and Fair Value Measurements - Non-Recurring Measurements for Long-lived Assets (Table) (Details) - On nonrecuring basis $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Non-Recurring measurements:
Impairment loss	$ 291
Vessels, net
Non-Recurring measurements:
Impairment loss	291
Significant Other Observable Inputs (Level 2)
Non-Recurring measurements:
Vessels, net (Note 7)	26,375
Total	$ 26,375

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Financial Instruments And Fair Value Measurements - Interest Rate Swaps (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Interest Rate Derivatives [Abstract]
Number of interest rate swaps agreements	0	0
Reclassification of losses on previously designated cash flow hedges associated with capitalized interest to Depreciation and amortization	$ 0	$ 0	$ (110)
Gain on interest rate swaps	$ 0	0	403
Cash flow hedge unrealized
Interest Rate Derivatives [Abstract]
Gain on interest rate swaps			$ 2,193

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Financial Instruments and Fair Value Measurements - Senior Notes, Credit Facilities and Additional Information (Details) $ / shares in Units, $ in Thousands	8 Months Ended	9 Months Ended			12 Months Ended
	Aug. 29, 2017 USD ($) $ / shares shares	Sep. 30, 2018 USD ($)	Sep. 27, 2018 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2016 USD ($)	Jul. 04, 2018
Carrying amount					$ 755,332	$ 749,088
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other					9,623	4,125	$ (106,343)
Proceeds From Issuance Of Common Stock					0	568,883	123,810
Amount converted							8,750
Carrying value of the investment					34,000	34,000
Loss on Private Placement					0	(7,600)	0
Stockholders' Contribution						2,805
Investment in debt securities					5,000	0	0
Available for sale debt securities					4,961	0
Unrealized losses associated with the change in fair value of investment in available for sale debt securities					$ (39)	0	$ 0
Sierra Investments Inc. | Revolving Facility
Debt Instrument, Term					5 years
Heidmar Holdings LLC
Equity Method Investment Ownership Percentage	49.00%
Carrying value of the investment	$ 34,000
Sifnos Shareholders Inc. | Series D Convertible Preferred Stock
Stockholders' Contribution	$ 2,805
Private Placement
Number of shares issued | shares	36,363,636
Price per share | $ / shares	$ 2.75
Proceeds From Issuance Of Common Stock	$ 100,000
Loss on Private Placement						$ (7,600)
Share price | $ / shares						$ 2.05
Private Placement | Sierra Investments Inc.
Number of shares issued | shares	9,818,182
Private Placement | Sierra Investments Inc. | Revolving Facility
Amount converted	$ 27,000
Rangiroa, Negonego and Fakarava
Number of vessels							3
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other							$ (23,018)
Coronado Panamax vessel
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other							1,084
Ocean Crystal, Sonoma and Sorreto Panamax vessels
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other				$ 3,020			$ (641)
Drybulk Carrier Vessels
Number of vessels							13
Gain on reclassification of vessels							$ 1,851
Offshore Support Vessels
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other							(65,712)
Vessels held for sale
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other							$ (18,266)
VLGCs
Number of vessels								4
Vessels held for sale - Impairment loss		$ (7,279)
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other					$ (282)
Carrying amount					304,559
Offshore support vessels
Number of vessels		6
Carrying amount		$ 25,590
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other					$ (9,465)
One of the Company's tanker vessel
Number of vessels					1
Carrying amount					$ 26,666
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other					$ (291)
9.50% Senior Unsecured Callable Corporate Bond
Investment in debt securities			$ 5,000
Debt Instrument, Term					5 years
Interest rate					9.50%
Available for sale debt securities					$ 4,961
Unrealized losses associated with the change in fair value of investment in available for sale debt securities					$ (39)

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Common Stock and Additional Paid-in Capital - Issuance of common shares (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		2 Months Ended	3 Months Ended			7 Months Ended	8 Months Ended		9 Months Ended	12 Months Ended
	Jan. 31, 2017	Jan. 30, 2017	Feb. 17, 2017	Apr. 03, 2017	Mar. 17, 2017	Mar. 16, 2017	Aug. 10, 2017	Aug. 31, 2017	Aug. 29, 2017	Oct. 04, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 23, 2016
Net proceeds from stock issuance											$ 0	$ 568,883	$ 123,810
Value of shares issued												$ 742,585	$ 14,434
Private Placement
Price per share									$ 2.75
Net proceeds from stock issuance									$ 100,000
Number of shares issued									36,363,636
Private Placement | Sierra Investments Inc.
Number of shares issued									9,818,182
Rights Offering
Price per share								$ 2.75
Aggregate consideration								$ 100,000
Backstop Agreement
Price per share										$ 2.75
Number of shares issued										36,363,636
Backstop Agreement | Sierra Investments Inc.
Number of shares issued										36,057,876
Backstop Agreement | Existing shareholders
Net proceeds from stock issuance										$ 841
Number of shares issued										305,760
2016 Purchase Agreement
Number of shares issued		32,681
Maximum value of shares to be sold within 24 months														$ 200,000
Amount of common stock as commitment fee														$ 1,500
Value of shares issued	$ 200,000
2016 Purchase Agreement | Commitment Fee
Number of shares issued		263
2016 Purchase Agreement | Before reverse stock splits
Number of shares issued		71,864,590
2016 Purchase Agreement | Before reverse stock splits | Commitment Fee
Number of shares issued		844,335
February 2017 Purchase Agreement
Number of shares issued						118,165
Maximum value of shares to be sold within 24 months			$ 200,000
Amount of common stock as commitment fee			$ 1,500
Value of shares issued					$ 200,000
February 2017 Purchase Agreement | Commitment Fee
Number of shares issued						872
February 2017 Purchase Agreement | Before reverse stock splits
Number of shares issued						115,801,710
February 2017 Purchase Agreement | Before reverse stock splits | Commitment Fee
Number of shares issued						854,631
April 2017 Purchase Agreement
Net proceeds from stock issuance							$ 193,598
Number of shares issued							31,392,280
Maximum value of shares to be sold within 24 months				$ 226,400
Amount of common stock as commitment fee				$ 1,500
April 2017 Purchase Agreement | Commitment Fee
Number of shares issued							42,630
April 2017 Purchase Agreement | Before reverse stock splits
Number of shares issued							123,998,456
April 2017 Purchase Agreement | Before reverse stock splits | Commitment Fee
Number of shares issued							879,711

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Common Stock and Additional Paid-in Capital - Issuance of preferred shares and Treasury stock (Details) - USD ($) $ in Thousands		2 Months Ended	3 Months Ended		5 Months Ended		6 Months Ended	7 Months Ended	8 Months Ended					9 Months Ended	10 Months Ended		11 Months Ended	12 Months Ended
	Jan. 07, 2019	Feb. 28, 2019	Nov. 18, 2016	Mar. 24, 2016	Nov. 18, 2016	Jun. 08, 2016	Jul. 06, 2016	Aug. 03, 2016	Oct. 05, 2018	Sep. 09, 2017	Aug. 29, 2017	Sep. 13, 2016	Sep. 01, 2016	Oct. 05, 2016	Nov. 04, 2016	Oct. 31, 2016	Nov. 16, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 30, 2015	Oct. 29, 2018	Feb. 06, 2018
Debt Conversion, Amount																				$ 8,750
Stockholders' Contribution																			$ 2,805
Treasury stock retired										3
Common stock shares outstanding																		87,232,028	104,274,708
Subsequent Event
Common stock shares outstanding		86,886,627
Stock Repurchase Program
Stock repurchase program, authorized amount for a period of 12 months																							$ 50,000
Common shares repurchased									10,864,227
Gross consideration of shares acquired under cost method									$ 50,217
New Stock Repurchase Program
Stock repurchase program, authorized amount for a period of 12 months																						$ 50,000
New Stock Repurchase Program | Subsequent Event
Common shares repurchased	345,401
Gross consideration of shares acquired under cost method	$ 2,120
Both Stock Repurchase Programs
Common shares repurchased																		17,042,680
Gross consideration of shares acquired under cost method																		$ 85,378
Both Stock Repurchase Programs | Subsequent Event
Common shares repurchased		17,388,081
Gross consideration of shares acquired under cost method		$ 87,498
Convertible preferred shares
Number of shares issued																				873
Preferred warrants
Number of shares issued																				3,153
Prepaid warrants
Number of shares issued																				45
Preferred stock
Issuance of preferred stock, shares																				42
Shares converted																				13
Preferred stock | Preferred warrants
Dividends on preferred stock converted																				$ 5,551
Shares converted																				80,000
Sifnos Shareholders Inc. | Revolving Credit Facility
Debt Conversion, Amount				$ 8,750								$ 8,750				$ 7,500					$ 10,000
Sifnos Shareholders Inc. | Revolving Credit Facility | Preferred stock
Preferred Stock, Voting Rights																		voting power of 5:1
Number of preferred shares converted				29
Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits
Treasury stock retired										3,009
Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits | Convertible preferred shares
Number of shares issued																				856,352
Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits | Preferred warrants
Number of shares issued																				3,090,405
Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits | Prepaid warrants
Number of shares issued																				44,822
Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits | Sifnos Shareholders Inc. | Revolving Credit Facility | Preferred stock
Number of preferred shares converted				29,166
Series C Convertible Preferred Stock
Preferred shares annual rate																		8.00%
Series D Convertible Preferred Stock
Preferred Stock, Voting Rights																		100.000 votes
Series D Convertible Preferred Stock | Sifnos Shareholders Inc.
Stockholders' Contribution											$ 2,805
Series D Convertible Preferred Stock | Sifnos Shareholders Inc. | Revolving Credit Facility
Number of preferred shares converted												29
Series D Convertible Preferred Stock | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits | Sifnos Shareholders Inc. | Revolving Credit Facility
Number of preferred shares converted												29,166
Series E-1 Convertible Preferred Stock | Convertible preferred shares
Dividends on preferred stock converted																				$ 1,400
Shares converted																				20,000
Securities Purchase Agreement
Number of shares issued			152		29
Number of shares issued						0
Common stock issued as dividend							0	0					0	0	0
Securities Purchase Agreement | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits
Number of shares issued			149,187		28,697
Number of shares issued						310
Common stock issued as dividend							70	17					278	328	339
Securities Purchase Agreement | Series C Convertible Preferred Stock
Dividends on preferred stock converted			$ 344		$ 400
Proceeds from the offering of preferred shares						$ 5,000
Proceeds from warrants						$ 5,000
Issuance of preferred stock, shares						5,000
Number of warrants						5,000
Total proceeds						$ 10,000
Shares converted			5,000		5,000
Securities Purchase Agreement with Kalani
Number of shares issued																	0
Total proceeds																	$ 100,000
Securities Purchase Agreement with Kalani | Subject to adjustment
Number of shares issued																	47
Securities Purchase Agreement with Kalani | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits
Number of shares issued																	13
Securities Purchase Agreement with Kalani | Before 1-for-4, 1-for-7, 1-for-5 and 1-for-7 reverse stock splits | Subject to adjustment
Number of shares issued																	46,609
Securities Purchase Agreement with Kalani | Series E-1 Convertible Preferred Stock
Proceeds from the offering of preferred shares																	$ 20,000
Proceeds from warrants																	$ 30,000
Issuance of preferred stock, shares																	20,000
Number of warrants																	30,000
Securities Purchase Agreement with Kalani | Series E-2 Convertible Preferred Stock
Proceeds from warrants																	$ 50,000
Number of warrants																	50,000

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Common Stock and Additional Paid-in Capital - Reverse stock splits (Details)	1 Months Ended	3 Months Ended	4 Months Ended	6 Months Ended	7 Months Ended
	Jan. 23, 2017	Apr. 11, 2017	May 11, 2017	Jun. 22, 2017	Jul. 21, 2017
Common Stock and Additional Paid-in Capital
Reverse Stock Split	1-for-8 reverse stock split of the Company's common shares, with which four fractional shares were cashed out	1-for-4 reverse stock split of the Company's common shares, with which two fractional shares were cashed out	1-for-7 reverse stock split of the Company's common shares, with which three fractional shares were cashed out	1-for-5 reverse stock split of the Company's common shares, with which two fractional shares were cashed out	1-for-7 reverse stock split of the Company's common shares, with which two fractional shares were cashed out

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Common Stock and Additional Paid-in Capital - Dividends (Details) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	4 Months Ended	6 Months Ended	10 Months Ended	12 Months Ended
	Feb. 06, 2018	Feb. 27, 2017	Apr. 11, 2017	May 07, 2018	Jul. 07, 2017	Oct. 16, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Dividends Payable [Line Items]
Payment of dividends	$ 2,500	$ 2,500	$ 2,500	$ 2,500	$ 2,500	$ 2,500	$ 6,231	$ 10,001	$ 0
Date of dividend record	Feb. 20, 2018	Mar. 15, 2017	May 01, 2017	May 25, 2018	Jul. 20, 2017	Oct. 27, 2017
Date of dividend payment	Mar. 06, 2018	Mar. 30, 2017	May 12, 2017	Jun. 08, 2018	Aug. 02, 2017	Nov. 13, 2017

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Equity Incentive Plan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		8 Months Ended		12 Months Ended
	Jan. 12, 2011	Aug. 19, 2014	Aug. 20, 2013	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 30, 2014	Jan. 25, 2010
Common stock par value				$ 0.01	$ 0.01
Unrecognized compensation cost related to non-vested share-based compensation arrangements granted				$ 0	$ 691	$ 2,419
Allocated Share-based Compensation Expense				$ 691	$ 1,728	$ 3,580
Equity Incentive Plan 2008
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized								21,834,055
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011
Ocean Rig's shares granted	1
Vesting period	8 years
Vested number of shares				1
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Before reverse stock splits
Ocean Rig's shares granted	9,000,000
Grant date fair value	$ 5.5
Vested number of shares				9,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share-based Compensation Award, Tranche One
Vested number of shares on grant date	1
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share-based Compensation Award, Tranche One | Before reverse stock splits
Vested number of shares on grant date	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share-based Compensation Award, Tranche Two
Rights exercise period	11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share-based Compensation Award, Tranche Two | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share-based Compensation Award, Tranche Three
Rights exercise period	1 year 11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share-based Compensation Award, Tranche Three | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Four
Rights exercise period	2 years 11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Four | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Five
Rights exercise period	3 years 11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Five | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Six
Rights exercise period	4 years 11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Six | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Seven
Rights exercise period	5 years 11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Seven | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Eight
Rights exercise period	6 years 11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Eight | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Nine
Rights exercise period	7 years 11 months 18 days
Vested in period	0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 12 January 2011 | Share Based Compensation Award, Tranche Nine | Before reverse stock splits
Vested in period	1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 20 August 2013
Ocean Rig's shares granted			1
Common stock par value			$ 0.01
Vested number of shares						1
Fabiana Services S.A. | Consultancy Agreement Compensation Committee approval on 20 August 2013 | Before reverse stock splits
Ocean Rig's shares granted			1,000,000
Grant date fair value			$ 2.01
Vested number of shares						1,000,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee Approval On 19 August 2014
Ocean Rig's shares granted		0
Common stock par value		$ 0.01
Vested number of shares						0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee Approval On 19 August 2014 | Before reverse stock splits
Ocean Rig's shares granted		1,200,000
Grant date fair value		$ 3.26
Vested number of shares						1,200,000
Fabiana Services S.A. | Consultancy Agreement Compensation Committee Approval On 30 December 2014
Ocean Rig's shares granted							0
Common stock par value							$ 0.01
Vested number of shares					0
Fabiana Services S.A. | Consultancy Agreement Compensation Committee Approval On 30 December 2014 | Before reverse stock splits
Ocean Rig's shares granted							2,100,000
Grant date fair value							$ 1.07
Vested number of shares					2,100,000

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Commitment and Contingencies - Contractual Finance Lease Liability (Table) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Finance Lease, Liability, Payment, Due [Abstract]
Due through December 31, 2019	$ 5,550
Due through December 31, 2020	5,550
Due through December 31, 2021	5,550
Due through December 31, 2022	5,550
Due through December 31, 2023	5,550
Thereafter	43,875
Total contractual obligation	$ 71,625

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Commitment and Contingencies - Contractual Charter Revenue (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Unbilled Receivables, Not Billable at Balance Sheet Date [Abstract]
Twelve months ending December 31, 2018	$ 26,747
Twelve months ending December 31, 2019	6,506
Twelve months ending December 31, 2020	6,488
Twelve months ending December 31, 2021	1,458
Twelve months ending December 31, 2022 and after	$ 0

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Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Nov. 27, 2018	Nov. 19, 2018
Loss Contingencies [Line Items]
Finance lease liability	$ 71,964		$ 171,500
Conquistador, Pink Sands and Xanadu | Bareboat charterhire agreement
Loss Contingencies [Line Items]
Finance lease liability		$ 71,625	$ 171,500

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Revenue - Revenue Recognition (Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenue Recognition
Total Revenues	$ 186,135	$ 100,716	$ 51,934
Drybulk Segment
Revenue Recognition
Voyage charter revenues	695	165	2,153
Time charter revenue	93,674	65,558	28,624
Total Revenues	94,369	65,723	30,777
Offshore Support Segment
Revenue Recognition
Time charter revenue		3,819	21,157
Total Revenues		3,819	21,157
Tanker Segment
Revenue Recognition
Voyage charter revenues	50,278	16,870
Time charter revenue	6,726	3,988
Total Revenues	57,004	20,858
Gas Carrier Segment
Revenue Recognition
Time charter revenue	34,762	10,316
Total Revenues	34,762	10,316
Consolidated
Revenue Recognition
Voyage charter revenues	50,973	17,035	2,153
Time charter revenue	135,162	83,681	49,781
Total Revenues	$ 186,135	$ 100,716	$ 51,934

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Revenue - Trade Accounts Receivable, Contract Assets and Contract Liabilities (Table) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Accounts Receivable, Net [Abstract]
Trade Accounts Receivable, net of allowance for doubtful receivables	$ 13,713	$ 14,526
Deferred Contract Costs (Note 5)	496	0
Deferred Revenue	$ 1,776	$ 865

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Interest and Finance Costs (Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Interest and Finance Costs [Abstract]
Interest incurred on long-term debt	$ 15,771	$ 1,499	$ 6,164
Interest, amortization and write off of financing fees on loan from affiliate and related party	2,934	15,239	1,563
Amortization and write-off of financing fees and other fees	2,247	387	572
Commissions, commitment fees and other financial expenses and related party	911	778	558
Capitalized interest and finance costs	(84)	(3,196)	0
Total	$ 21,779	$ 14,707	$ 8,857

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Segment Information (Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenues	$ 186,135	$ 100,716	$ 51,934
Vessels' operating expenses	(68,391)	(60,260)	(47,443)
Depreciation	(25,881)	(14,966)	(3,466)
Goodwill impairment	0	0	(7,002)
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other	9,623	4,125	(106,343)
General and administrative expenses	(28,314)	(30,972)	(39,708)
Gain/(loss) on interest rate swaps	0	0	403
Gain on debt restructuring	0	0	10,477
Income taxes	(6)	(152)	(38)
Net income/(loss)	21,780	(42,544)	(198,686)
Interest and finance cost	(21,779)	(14,707)	(8,857)
Interest income	2,833	1,365	81
Change in fair value of derivatives (gain)/loss	0	0	(2,193)
Total assets	1,011,305	934,925	193,730
Drybulk Segment
Revenues	94,369	65,723	30,777
Vessels' operating expenses	(44,550)	(40,026)	(32,512)
Depreciation	(12,091)	(7,326)	0
Goodwill impairment	0	0	0
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other	26,940	4,425	(35,470)
General and administrative expenses	(15,896)	(19,095)	(29,822)
Gain/(loss) on interest rate swaps	0	0	(917)
Gain on debt restructuring	0	0	10,477
Income taxes	0	(56)	0
Net income/(loss)	33,389	(23,676)	(69,966)
Interest and finance cost	(9,607)	(13,476)	(8,706)
Interest income	2,501	1,310	66
Change in fair value of derivatives (gain)/loss	0	0	(1,957)
Total assets	663,235	348,657	162,532
Offshore Support Segment
Revenues	0	3,819	21,157
Vessels' operating expenses	(836)	(5,659)	(14,924)
Depreciation	(852)	(950)	(3,466)
Goodwill impairment	0	0	(7,002)
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other	(9,465)	(300)	(70,873)
General and administrative expenses	(5,105)	(7,677)	(9,849)
Gain/(loss) on interest rate swaps	0	0	0
Gain on debt restructuring	0	0	0
Income taxes	(6)	(20)	(38)
Net income/(loss)	(16,991)	(13,322)	(86,553)
Interest and finance cost	(2)	(24)	(93)
Interest income	3	25	13
Change in fair value of derivatives (gain)/loss	0	0	0
Total assets	17,771	26,871	31,191
Tanker Segment
Revenues	57,004	20,858	0
Vessels' operating expenses	(12,698)	(8,830)	(7)
Depreciation	(8,772)	(4,652)	0
Goodwill impairment	0	0	0
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other	(291)	0	0
General and administrative expenses	(3,838)	(2,384)	(37)
Gain/(loss) on interest rate swaps	0	0	514
Gain on debt restructuring	0	0	0
Income taxes	0	0	0
Net income/(loss)	4,577	(4,492)	(713)
Interest and finance cost	(4,857)	(4)	(58)
Interest income	63	0	2
Change in fair value of derivatives (gain)/loss	0	0	(236)
Total assets	296,256	202,543	$ 7
Gas Carrier Segment
Revenues	34,762	10,316
Vessels' operating expenses	(10,307)	(5,745)
Depreciation	(4,166)	(2,038)
Goodwill impairment	0	0
Impairment loss, gain/(loss) from sale of vessels and vessel owning companies and other	(7,561)	0
General and administrative expenses	(3,475)	(1,816)
Gain/(loss) on interest rate swaps	0	0
Gain on debt restructuring	0	0
Income taxes	0	(76)
Net income/(loss)	805	(1,054)
Interest and finance cost	(7,313)	(1,203)
Interest income	266	30
Change in fair value of derivatives (gain)/loss	0	0
Total assets	43	322,854
Other
Total assets	$ 34,000	$ 34,000

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Segment Information Revenue per country - Offshore Vessels (Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Total revenues	$ 186,135	$ 100,716	$ 51,934
Offshore Support Vessels
Total revenues	0	5,018	21,112
Brazil | Offshore Support Vessels
Total revenues	0	5,018	19,312
Europe | Offshore Support Vessels
Total revenues	$ 0	$ 0	$ 1,800

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Segment Information (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2016
Number of Reportable Segments	4
Tanker Segment
Number of vessels	6
Gas Carrier Segment
Number of vessels	4
Offshore Support Vessels | Brazil
Number of vessels		3

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Earnings/(Losses) per share (Table) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Earnings per Share Reconciliation [Abstract]
Net income/ (loss)	$ 21,780	$ (42,544)	$ (198,686)
Plus: Contribution from Series D Preferred Stock		2,805
Less: Convertible Preferred stock dividends			(7,695)
Basic EPS/ LPS
Income/Loss available to common stockholders	$ 21,780	$ (39,739)	$ (206,381)
Weighted-average number of outstanding shares (denominator)	98,113,545	35,225,784	453
Amount per share	$ 0.22	$ (1.13)	$ (455,587.20)
Diluted EPS/ LPS
Income/Loss available to common stockholders	$ 21,780	$ (39,739)	$ (206,381)
Weighted-average number of outstanding shares (denominator)	98,113,545	35,225,784	453
Amount per share	$ 0.22	$ (1.13)	$ (455,587.20)

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Republic of the Marshall Islands and Malta
Percentage of Marshall Islands and Malta subsidiaries stock treated as owned by individuals resident in Marshall Islands and Malta			100.00%
Republic of the Marshall Islands, Malta and Norway
Federal tax expense		$ 152
Republic of the Marshall Islands, Malta and Norway | Minimum
Tax rate	2.00%
Republic of the Marshall Islands, Malta and Norway | Maximum
Tax rate	4.00%

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Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands		2 Months Ended	12 Months Ended
	Jan. 11, 2019	Feb. 28, 2019	Dec. 31, 2018	Dec. 31, 2017
Common stock shares outstanding			87,232,028	104,274,708
Both Stock Repurchase Programs
Common shares repurchased			17,042,680
Gross consideration of shares acquired under cost method			$ 85,378
Subsequent Event
Common stock shares outstanding		86,886,627
Subsequent Event | Both Stock Repurchase Programs
Common shares repurchased		17,388,081
Gross consideration of shares acquired under cost method		$ 87,498
Subsequent Event | Second-hand Newcastle drybulk vessel Marini | Bareboat charterhire agreement
Variable rate basis	Baltic Capesize Index (BCI5TC) plus 16%
Subsequent Event | Second-hand Newcastle drybulk vessel Marini | Bareboat charterhire agreement | Minimum
Employment agreement, Duration	10 months
Subsequent Event | Second-hand Newcastle drybulk vessel Marini | Bareboat charterhire agreement | Maximum
Employment agreement, Duration	12 months